3Legs Resources plc Results of Extraordinary General Meeting (8906E)
February 13 2015 - 7:23AM
UK Regulatory
TIDM3LEG
RNS Number : 8906E
3Legs Resources plc
13 February 2015
For Immediate Release
13 February 2015
3Legs Resources plc
Results of Extraordinary General Meeting
Change of Directors
Total Voting Rights
At the Extraordinary General Meeting of 3Legs Resources plc
("3Legs" or the "Company") held today, all the resolutions
contained in the Notice of Extraordinary General Meeting and put to
the meeting were passed. All the resolutions were decided by way of
a poll. Details of the votes cast were as follows.
Resolution In favour Against Withheld
------------------------------------------------- ----------- -------- ----------
1. To approve the Capital Return (as defined
in the circular published by the Company
on 27 January 2015 (the "Circular")) 43,741,421 0 0
------------------------------------------------- ----------- -------- ----------
2. To authorise the directors of the Company
to allot and issue 345,025,861 ordinary
shares of GBP0.00025 each at a price of
0.232 pence per share, as if the pre-emption
provisions of the Company's articles of
association did not apply 43,741,421 0 0
------------------------------------------------- ----------- -------- ----------
3. To approve the adoption of the Investing
Policy (as defined in the Circular) 43,741,421 0 0
------------------------------------------------- ----------- -------- ----------
4. To generally and unconditionally authorise
the directors of the Company to allot ordinary
shares of GBP0.00025 each up to an aggregate
par value of GBP150,000, as if the pre-emption
provisions of the Company's articles of
association did not apply 34,191,881 0 9,549,540
------------------------------------------------- ----------- -------- ----------
Details of the Capital Return
Immediately following the Extraordinary General Meeting, the
board of directors reconsidered the Company's solvency position and
confirmed the Capital Return at 1.33 pence per qualifying Ordinary
Share, equal to approximately GBP1.145 million in total. Capital
return payments of 1.33 pence per Ordinary Share are expected to be
made to Qualifying Shareholders (as defined in the Circular) on 20
February 2015.
Following completion of the Capital Return, the Company will
have returned a total of 19.83 pence per share to shareholders,
equal to approximately GBP17.1 million in all, which is in excess
of the indication given by the Company in the circular dated 7
November 2014. Moreover, the two capital returns and associated
transactions executed by the Company will result in a faster return
of funds to shareholders than would have been achieved by a
conventional liquidation process.
Details of the Subscription
Following the passing of the Resolutions, the Company has issued
and allotted 345,025,861 new Ordinary Shares in the Company at a
price of 0.232 pence per new Ordinary Share. The net proceeds of
the Subscription (as defined in the Circular) will be used in
connection with the implementation of the Company's new Investing
Policy. Application has been made for the admission of the new
Ordinary Shares to trading on AIM which is expected to occur at
8.00 a.m. on 16 February 2015 ("Admission").
Following Admission, the Company will have 431,152,590 Ordinary
Shares in issue and each share will carry the right to one vote.
This number may be used by Shareholders as the denominator for any
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure and
Transparency Rules.
Change of Directors
In accordance with the Company's plans announced on 27 January
2015, Tim Eggar and Kamlesh Parmar will resign as directors and,
respectively, Chairman and Chief Executive Officer of the Company
with effect from Admission. Richard Armstrong and Colin Weinberg
have been appointed directors of the Company with effect from
Admission. The information required to be disclosed in accordance
with Schedule Two (g) of the AIM Rules for Companies for Mr.
Armstrong and Mr. Weinberg is set out below.
Richard James Armstrong, aged 67, is or has been in the past
five years a director of the following companies:
Current Directorships Past Directorships
Blenheim Wind (UK) plc Bass Energy Pty Limited
Petrocapital Resources plc Blenheim Energy Limited
Blenheim Wind and Biomass Limited
Citypoint Investments plc
Devonshire Wind Projects Limited
Ecovista plc
IGas Energy plc
Pires Investments plc
Xchange House plc
Richard Armstrong resigned as a director of Bass Energy Pty Ltd
in January 2012. The company was placed into liquidation on 13
December 2012.
Upon completion of the Subscription Mr. Armstrong will hold
6,465,517 Ordinary Shares representing 1.5 per cent. of the
enlarged share capital of the Company.
Colin Lawrence Weinberg, aged 65, is or has been in the past
five years a director of the following companies:
Current Directorships Past Directorships
Akoris Trading Limited Denby Investment (UK) Limited
Aspley Investments Limited Crayson Limited
Associated British Engineering plc
Atticus Projects Limited
British Polar Engines Limited
Hirst & Mallinson Limited
Kennedy Ventures plc
Zander Group Limited
Upon completion of the Subscription Mr. Weinberg will hold
4,310,345 Ordinary Shares representing 1 per cent. of the enlarged
share capital of the Company. Mr. Weinberg is a director of British
Polar Engines Limited which has subscribed for 86,206,897 Ordinary
Shares representing 20 per cent. of the enlarged capital of the
Company.
Unless the context otherwise requires, defined terms used in
this announcement shall have the meanings given to them in the
circular posted to Shareholders on 27 January 2015, which is
available to view on the Company's website
(www.3legsresources.com).
Enquiries:
3Legs Resources plc Tel: +44 1624 811 611
Kamlesh Parmar, Chief Executive
Officer
Alexander Fraser, Chief Financial
Officer
Northland Capital Partners Limited Tel: +44 207 382 1100
(Nominated Adviser and Broker)
Matthew Johnson
Edward Hutton
FTI Consulting Tel: +44 203 727 1000
Oliver Winters
Shannon Brushe
This information is provided by RNS
The company news service from the London Stock Exchange
END
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