TIDMGRIT
RNS Number : 3653U
Global Resources Investment Tst PLC
17 January 2017
For immediate release 17 January 2017
GLOBAL RESOURCES INVESTMENT TRUST PLC
("GRIT" or "the Company")
Result of General Meeting
Approval of the new Manager Agreements as a related party
transaction under the Listing Rules
Board appointment
Issue of Equity
Adoption of New Investment Policy
Total Voting Rights
The Company is pleased to announce that at the General Meeting
of GRIT held yesterday, Resolutions 1-3 were passed on a poll:
ORDINARY RESOLUTIONS
1. THAT the directors of the Company be and are generally and
unconditionally authorised to exercise all powers of the Company to
allot shares and to grant such subscription and conversion rights
as are up to a maximum nominal amount of GBP80,000 pursuant to the
Termination Agreement.
2. THAT the Termination Agreement, the Transitional Services
Agreement and the Service Agreement are approved as a related party
transaction under the Listing Rules.
3. THAT the Company's investing policy be changed to the New Investing Policy
Votes % Votes % Votes % of ISC Votes
for against total voted withheld
------ ----------- ------ ---------- ------ ----------- --------- ----------
03/01 12,311,313 59.56 8,360,786 40.44 20,672,099 51.72 0
------ ----------- ------ ---------- ------ ----------- --------- ----------
03/02 12,311,313 59.56 8,360,786 40.44 20,672,099 51.72 0
------ ----------- ------ ---------- ------ ----------- --------- ----------
03/03 20,670,207 99.99 1,890 0.01 20,672,099 51,72 0
------ ----------- ------ ---------- ------ ----------- --------- ----------
The Company also announces that consideration of Resolution 4
was deferred to an adjourned general meeting to be re-convened
within 30 days.
SPECIAL RESOLUTION
4. THAT the directors of the Company be and are empowered to
allot equity securities for cash provided that the limit to the
allotment for cash of New Ordinary Shares in connection with the
Termination Agreement as are up to an aggregate nominal value not
exceeding GBP80,000.
Accordingly, the Company will now pay RDP Fund Management LLP
("RDP") under the terms of the Termination Agreement an early
termination fee which will comprise the issue of 1,994,500 new
Ordinary Shares (the "New Ordinary Shares") under its existing
authorities given the deferral of Resolution 4 as described
above.
The New Ordinary Shares will rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all dividends and other declarations, made or paid on the Existing
Ordinary Shares after Admission.
Applications are being made for the1,994,500 New Ordinary Shares
now being issued pursuant to the Proposals to be admitted to
listing on the premium listing segment of the Official List and to
trading on the Main Market. It is expected that such admission will
become effective and such dealings will commence on or around 17
January 2017.
In addition, the Company will appointed David Hutchins, a
partner of RDP, as an Executive Director of GRIT under
the Service Agreement entered into by GRIT and Mr Hutchins. A further announcement will be made.
The Company's Investment Policy is as follows:
Investment Policy
"GRIT will seek to achieve its investment objective through
investment in companies globally which have a significant focus on
natural resources and mining. GRIT will invest in companies that
are in the field of the exploration and production of oil, gas,
precious and industrial metals, and industrial and commercial
minerals which, in the opinion of GRIT's investment manager, have
the potential to increase their value considerably. These companies
may be producing companies with a historical track record of
production or they may be development companies or companies with
exploration potential. GRIT will seek to ensure, through active
shareholder involvement, that investee companies act to maximise
long-term shareholder value. GRIT will invest primarily in
companies with shares and securities which are listed, quoted or
are admitted to dealing, on a relevant exchange (including debt
securities which are convertible into quoted equity securities).
For the purpose of this investment policy, a "relevant exchange" is
(i) a regulated market, recognised investment exchange, recognised
stock exchange, recognised overseas investment exchange or
designated investment exchange, or (ii) a junior market operated by
the operator of an exchange referred to in (i).
However GRIT may hold some investments in non-quoted, seed
capital or pre-IPO companies.
Any material changes to GRIT's investment policy will only be
made with the approval of Shareholders by ordinary resolution.
Risk diversification, asset allocation and maximum exposures
GRIT will seek to diversify its investments across a number of
companies, with a range of natural resource assets, in
jurisdictions globally. There are no restrictions as to the
commodity classes and geographical regions into which GRIT may
invest, however, GRIT will invest and manage its assets in a way
which is consistent with its object of spreading risk. GRIT will
adhere to the following investment restrictions:
Ø GRIT may only invest up to 60 per cent. of its Gross Asset
Value (at the time of investment) in non-quoted, seed capital or
pre-IPO companies provided that at any one time such new
investments above a 15 per cent. limit will not be in more than two
companies, with an emphasis in such instances on potentially large
scale assets that also have the ability to bring them to production
in the coming years ;
Ø GRIT will not invest more than 40 per cent. of its Gross Asset
Value in any one company (measured at the time of investment)
provided that at any one time such new investments above a 15 per
cent. limit will not be in more than two companies, with an
emphasis in such instances on potentially large scale assets that
also have the ability to bring them to production in the coming
years;
Ø GRIT will not take legal or management control over
investments in its Portfolio;
Ø GRIT will not invest more than 10 per cent., in aggregate, of
its Gross Asset Value in other listed closed-ended investment
funds;
Ø distributable income (if any) will be principally derived from
investments. GRIT will not conduct a trading activity which is
significant in the context of the activities of GRIT as a
whole;
Ø GRIT will not enter into derivative transactions for
speculative purposes. GRIT does not expect to enter into any
hedging transactions, although it may do so for the purposes of
efficient portfolio management and to hedge against exposure to
changes in currency rates to the full extent of any such
exposure;
Ø GRIT will not incur any debt beyond such amount that is
covered four times by the gross value of its investments at the
time of incurring such debt (ie a "4 to 1 cover ratio);
Ø GRIT will manage the overall portfolio to ensure that there is
a spread of investments to provide diversification, with a target
of having between 10 and 20 different investments at any one
time.
GRIT will hold any uninvested funds in cash, cash equivalents or
other liquid instruments with a view to maximising the returns on
any such funds.
For the purpose of this investment policy, "Gross Asset Value"
shall mean the aggregate value of the gross assets of GRIT,
calculated in accordance with the accounting policies adopted by
GRIT from time to time."
Total voting rights
Following the issue of the New Ordinary Shares, the Company's
issued share capital will consist of 41,964,512 ordinary shares
with a nominal value of 1p each, with voting rights ("Ordinary
Shares"). The Company does not hold any Ordinary Shares in
Treasury.
Therefore the total number of Ordinary Shares in the Company
with voting rights is 41,964,512.
The above figure of 41,964,512 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
The defined terms throughout this announcement are extracted
from the a circular to Shareholders dates 21 December 2016
convening the general meeting on 16 January 2017 which is available
on the Company's website www.grit.london and from the National
Storage Mechanism, unless the context requires otherwise.
Enquiries to:
David ("Sam") Hutchins, Tel: +(020) 7290
RDP Fund Management LLP 8540
Investment Manager
------------------------------------- -----------------
Martin Cassels Tel: +(0) 131
R&H Fund Services Limited 524 6140
Company Secretary and Administrator
------------------------------------- -----------------
Roland Cornish / Felicity Geidt Tel: +(020) 7628
Beaumont Cornish Limited 3396
Financial Adviser
------------------------------------- -----------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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