PLACING, EGM AND OPTION PLANS
May 12 2009 - 8:08AM
UK Regulatory
TIDMCLN
RNS Number : 1100S
Carlton Resources PLC
12 May 2009
Carlton Resources plc
("Carlton" or the "Company")
PLACING, EGM AND OPTION PLANS
The Directors of Carlton (AIM: CLN) are pleased to announce a conditional
placing ("Placing") of 142,857,143 new Ordinary Shares ("Placing Shares") at
0.28 pence per share ("Placing Price") with certain high net worth individuals
and professional investors, to raise GBP400,000 ("Placing"). The proposed
Placing is conditional upon the passing of various resolutions at
an extraordinary general meeting of the Company's shareholders ("EGM") to be
convened pursuant to a notice incorporated within a shareholder circular that
was published and dispatched this morning ("Circular"). As further detailed in
the Circular, the EGM will be held on 10 June 2009.
The Placing Price represents a discount of approximately 65 per cent. to the
closing mid-market price of 0.8 pence per ordinary share on 8 May 2009. The
Placing Shares will represent approximately 33.72 per cent. of the issued
ordinary share capital of the Company as enlarged by the Placing and the issue
of the Strand Shares, and following the Capital Reorganisation (all such terms
as defined hereafter).
The proceeds of the Placing will be used to satisfy certain outstanding
liabilities of the Company and for working capital purposes.
At the EGM there will be proposed the following resolutions (amongst others), as
more particularly described in the Circular:
* an ordinary resolution to reorganise the capital of the Company ("Capital
Reorganisation") so as to effectively convert each of the 268,265,577 Existing
Ordinary Shares of nominal value of 0.5 pence each into one New Ordinary Share
of 0.1 pence nominal value and one Deferred Share of 0.4p each (such Deferred
Shares to be effectively valueless as they will not carry any rights to vote or
dividend rights, as well as having limited rights to participate in any return
of capital);
* an ordinary resolution to increase the authorised capital of the Company
(following the Capital Reorganisation) from GBP2,000,000 to GBP4,000,000 by the
creation of 2,000,000,000 New Ordinary Shares of 0.1 pence each; and
* a special resolution to authorise the Directors to allot, inter alia, the
Placing Shares and other New Ordinary Shares up to an aggregate nominal value of
GBP169,449.09.
As required under section 142 of the Companies Act 1985, the board of directors
of the Company ("Board" or "Directors") have also convened the EGM to consider
and discuss the steps to be taken to address the Company's present position
(following the disposal of its diamond and industrial operations in December
2008) whereby its net assets are less than half of the value of its called-up
capital. Further information in relation to this issue is set out in the
Circular.
Consistent with the cash expenditure minimisation policy recently adopted by the
Board, the Company has also agreed with its Nominated Adviser, Strand Partners
Limited ("Strand Partners"), that an existing debt of GBP35,000 owed by the
Company to Strand Partners will be capitalised into New Ordinary Shares at the
Placing Price, with the result that 12,500,000 New Ordinary Shares will, subject
to the passing of the requisite resolutions of the EGM, be issued to Strand
Partners in satisfaction of that debt. Further, the existing warrant held by
Strand Partners to subscribe for 1,341,328 existing ordinary shares in the
Company at a subscription price of 6.5 pence per share will be amended such that
the subscription price shall be adjusted to 0.28 pence per share (being the
Placing Price). The terms of Strand Partners' warrant will remain otherwise
unchanged.
Finally, the Directors resolved on 11 May 2009 to adopt new Share Option Plans
for employees (on the one hand) and directors and consultants (on the other
hand) of the Company (collectively, "Plans") Further, the Board has (conditional
upon the passing of Special Resolution 5 as set out in the Circular) granted
options pursuant to the Plans over, in aggregate, 61,668,400 Ordinary Shares in
the capital of the Company, to Martyn Churchouse, the Company's Chief Executive
Officer, Richard Jarvis, an Executive Director of the Company, Mark Burchnall, a
Non-Executive Director of the Company, and to various consultants to the
Company.
The Directors believe that the grant of the relevant share options is
appropriate in Carlton's current circumstances, particularly given that for some
months no fees or other remuneration have been payable to any of the Directors
and that this situation is likely to continue for the foreseeable future whilst
measures are implemented to rebuild the Company.
Details of the (conditional) grant of share options to the Board are as follows:
+------------+------------+------------+--------------+-------------+------------+
| Name | Number of | Exercise | Date of | Period | Total |
| | share | price per | disclosure | during | number of |
| | options | share | and | which | share |
| | granted | | transaction | exercisable | options |
| | | | | | held |
| | | | | | following |
| | | | | | this grant |
+------------+------------+------------+--------------+-------------+------------+
| Martyn | 9,250,260 | 0.8 pence | 11 May 2009 | Anytime | 10,950,260 |
| John | | | | before 11 | |
| Churchouse | | | | May 2014 | |
+------------+------------+------------+--------------+-------------+------------+
| Richard | 9,250,260 | 0.8 pence | 11 May 2009 | Anytime | 9,250,260 |
| Jarvis | | | | before 11 | |
| | | | | May 2014 | |
+------------+------------+------------+--------------+-------------+------------+
| Mark | 9,250,260 | 0.8 pence | 11May 2009 | Anytime | 9,250,260 |
| Burchnall | | | | before 11 | |
| | | | | May 2014 | |
+------------+------------+------------+--------------+-------------+------------+
In addition, options over a further 33,917,620 New Ordinary Shares were
(conditional upon the passing of the requisite resolutions) today granted to
various consultants to the Company on identical terms as to the terms applicable
to the grants to the Directors.
A copy of the Circular will, in accordance with the AIM Rules for Companies, be
available for download at the following website address:
www.carltonresourcesplc.com.
Speaking today in relation to the Placing, the Company's CEO, Martyn Churchouse,
said:
"This fundraising is intended to safeguard the financial health of the Company
whilst the Board continues to assess potential business opportunities in line
with the investing strategy established by the Company's shareholders in January
2009 following the disposal of the Company's diamond and industrial operations
late last year. We are confident of concluding this assessment process and
identifying one or more suitable opportunities for acquisition in the coming
months, and look forward to building the Company into a significant junior
explorer and developer."
Enquiries:
Carlton Resources plc Tel: +61 8 9322 2164
Martyn Churchouse
Strand Partners Limited Tel: 020 7409 3494
Simon Raggett
Warren Pearce
This information is provided by RNS
The company news service from the London Stock Exchange
END
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