TIDMKRS
RNS Number : 7288Q
Keras Resources PLC
30 June 2022
30 June 2022
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
Keras Resources plc ('Keras' or the 'Company')
Notice of General Meeting and proposed Share Consolidation
Keras Resources (AIM:KRS) , announces that a General Meeting is
being convened for Monday 25 July 2022 at 11:15 a.m. (or as soon as
the Annual General Meeting convened for 11.00 a.m. is concluded) at
Coveham House, Downside Bridge Road, Cobham, Surrey, KT11 3EP to
address the proposed consolidation of the Company's share capital
("Consolidation").
The Directors believe that the Company's existing share capital
structure is no longer appropriate, as the high number of shares in
issue combined with the relatively low price per share is thought
to result in excess volatility, reduced liquidity and a widening in
the market bid and ask share price spread in the Company's shares.
They are therefore proposing consolidating the Company's ordinary
shares of 0.01p each in issue ("Existing Ordinary Shares") so that
every 100 Existing Ordinary Shares will be consolidated into 1
ordinary share of 1p ("Consolidated Ordinary Share"). The
Consolidation will reduce the 7,973,573,068 Existing Ordinary
Shares currently in issue to 79,735,731 Consolidated Ordinary
Shares and is expected to:
-- increase the Company's share price proportionately and in
doing so help improve the market liquidity of, and trading activity
in, the Company's shares;
-- provide the basis for a narrowing in the market bid and ask
share price spread in the Company's shares; and
-- overall, further enhance the perception of the Company and its prospects and help improve the marketability of the Company's shares to a wider group of potential investors.
The Company's predominantly retail investor shareholder base has
been an essential part of the Company's growth since its admission
to AIM and remains the case. Their ongoing support has been
important to the Company building its portfolio of projects.
As all of the Existing Ordinary Shares are proposed to be
consolidated, the proportion of Consolidated Ordinary Shares held
by each Shareholder immediately before and immediately after the
Consolidation will, save for Fractional Entitlements (which are
described below), remain unchanged.
The Consolidation requires the approval of the Company's
shareholders ("Shareholders") by way of an ordinary resolution at
the General Meeting ("Resolution"). The Board considers the
Consolidation to be in the best interests of the Company and its
Shareholders and all the Directors are unanimous in their
support.
Expected Timetable of Principal Events(1)
Publication and posting of Notice of GM 30 June 2022
Latest time and date for return of Form 11:15 a.m. on 21 July
of Proxy for GM 2022
General Meeting 11:15 a.m. on 25 July
2022
Announcement of the result of the General 25 July 2022
Meeting
Record Date and final date for trading in 6.00 p.m. on 25 July
Existing Ordinary Shares 2022
Expected Admission to trading on AIM of 8.00 a.m. on 26 July
the Consolidated Ordinary Shares arising 2022
from the Consolidation
Share certificates in relation to the Consolidated Ordinary Shares
to be despatched by no later than 2 August 2022
(1) The above times and/or dates are indicative only and may
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement through a
Regulatory Information Service.
Statistics relating to the Consolidation
Number of Existing Ordinary Shares in issue
at the date of this GM Notice 7,973,573,068
Number of Existing Ordinary Shares expected
to be in issue on the Record Date 7,973,573,100
Conversion ratio of Existing Ordinary Shares
to Consolidated Ordinary Shares 100:1
Total number of Consolidated Ordinary Shares
in issue following the GM 79,735,731
Nominal share value pre-consolidation 0.01 p.
Nominal share value post-consolidation 1 p.
ISIN code for Consolidated Ordinary Shares GB00BMY2T534
SEDOL code for the Consolidated Ordinary Shares BMY2T53
A notice of this meeting is also being posted to shareholders
and will be available on the Company's website.
All Shareholders are encouraged to submit their vote using the
proxy form enclosed with the Notice. Details of how to do this are
contained in the document. All valid proxy votes will be included
in the poll to be taken at the meeting.
The result of the GM will be announced shortly after its
conclusion and published on the Company's website.
1. Share Consolidation
In anticipation of the Resolution being passed by the
Shareholders, the Company will prior to the General Meeting, issue
and apply for admission to trading on AIM, such number of
additional Ordinary Shares as will result in the total number of
Ordinary Shares in issue being exactly divisible by 100. On the
assumption that no Existing Ordinary Shares are issued between the
date of this document and immediately before the General Meeting,
this will result in 32 additional Existing Ordinary Shares being
issued and admitted to trading on AIM. These additional 32 Existing
Ordinary Shares will be issued to the Registrar and will only
represent a fraction of a Consolidated Ordinary Share. This
fraction will be combined with other fractional entitlements and
sold pursuant to the arrangements for fractional entitlements
detailed below.
No Shareholder will, pursuant to the Consolidation, be entitled
to receive a fraction of a Consolidated Ordinary Share. In the
event that the number of Existing Ordinary Shares attributed to a
Shareholder is not exactly divisible by 100, the Consolidation will
generate an entitlement to a fraction of a Consolidated Ordinary
Share. Such fractional entitlements will be aggregated and sold on
the open market (see further explanation regarding fractional
entitlements below).
Accordingly, following the implementation of the Consolidation,
any Shareholder who as a result of the Consolidation has a
fractional entitlement to any Consolidated Ordinary Share, will not
have a resultant proportionate shareholding of Consolidated
Ordinary Shares exactly equal to their proportionate holding of
Existing Ordinary Shares.
Furthermore, any Shareholder who holds fewer than 100 Existing
Ordinary Shares as at the Record Date (being 6.00p.m. on 25 July
2022) ("Record Date") will, by virtue of holding a fractional
entitlement on a post-Consolidation basis, cease to be a
Shareholder. The minimum threshold to receive Consolidated Ordinary
Shares will be 100 Existing Ordinary Shares.
As set out above, the Consolidation will give rise to fractional
entitlements to a Consolidated Ordinary Share where any holding is
not precisely divisible by 100. As regards the Consolidated
Ordinary Shares, no certificates regarding fractional entitlements
will be issued. Any Consolidated Ordinary Shares in respect of
which there are fractional entitlements will be aggregated and sold
in the market for the best price reasonably obtainable on behalf of
Shareholders entitled to fractions ('Fractional Shareholders').
As the net proceeds of sale due to a Fractional Shareholder are
expected to amount in aggregate to only a trivial sum, the
Directors are of the view that, as a result of the disproportionate
costs, it would not be in the best interests of the Company to
consolidate and distribute all such proceeds of sale, which instead
shall be retained by the Company in accordance with the Articles of
Association of the Company.
For the avoidance of doubt, the Company is only responsible for
dealing with fractions arising on registered holdings. For
Shareholders whose shares are held in the nominee accounts of UK
stockbrokers, the effect of the Consolidation on their individual
shareholdings will be administered by the stockbroker or nominee in
whose account the relevant shares are held. The effect is expected
to be the same as for shareholdings registered in beneficial names,
however it is the stockbroker's or nominee's responsibility to deal
with fractions arising within their customer accounts, and not the
Company's responsibility.
Subject to the adjustments required for fractional entitlements
described above, the number of Consolidated Shares to be issued to
each shareholder will be based upon the number of Existing Ordinary
Shares registered to each shareholder on the Company's share
register at the Record Date.
It is expected that the Consolidated Ordinary Shares held in
uncertificated form will be credited to Shareholders' CREST
accounts at 8:00 a.m. on 26 July 2022.
It is expected that definitive share certificates in respect of
the Consolidated Ordinary Shares held in certificated form will be
despatched to relevant Shareholders by 1(st) class post, at the
risk of the Shareholder, within seven days of the admission of the
Consolidated Ordinary Shares to trading on AIM (which is expected
to occur at 8:00 a.m. on 26 July 2022). No temporary documents of
title will be issued. Share certificates in respect of Existing
Ordinary Shares will cease to be valid on 25 July 2022 and, pending
delivery of share certificates in respect of Consolidated Ordinary
Shares, dealings will be certified against the register.
2. Resulting share capital
If approved by Shareholders, the issued share capital of the
Company immediately following the Consolidation is expected to
comprise 79,735,731 Consolidated Ordinary Shares (assuming that no
other shares are allotted and issued by the Company between the
date of this letter and the General Meeting, excluding the issue of
the additional Existing Ordinary Shares noted above).
3. Rights attaching to Consolidated Ordinary Shares
The Consolidated Ordinary Shares arising upon implementation of
the Consolidation will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and
other rights.
4. Admission of the Consolidated Ordinary Shares
Application will be made for the Consolidated Ordinary Shares to
be admitted to trading on AIM in place of the Existing Ordinary
Shares ("Admission"). Subject to the Resolution being passed,
dealings in the Existing Ordinary Shares will cease on the Record
Date. It is expected that Admission will become effective and that
dealings in the Consolidated Ordinary Shares will commence at 8:00
am on 26 July 2022.
Following the Consolidation, the Company's new ISIN Code will be
GB00BMY2T534 and its new SEDOL Code will be BMY2T53.
5. Action to be Taken
A Form of Proxy for use at the General Meeting accompanies this
document. The Form of Proxy should be completed and signed in
accordance with the notes in the Notice of General Meeting and the
instructions contained in the Form of Proxy and returned to Share
Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX, by no later than 11:15 a.m. on 21 July 2022.
6. Recommendation
The Directors consider the Consolidation to be in the best
interests of the Company and its Shareholders as a whole and
unanimously recommend Shareholders to vote in favour of the
Resolution to be proposed at the General Meeting as they intend to
do so in respect of their beneficial holdings amounting, in
aggregate, to 1,699,448,231 Existing Ordinary Shares, representing
approximately 21.31% of the existing ordinary share capital of the
Company.
=
**ENDS**
For further information please visit www.kerasplc.com , follow
us on Twitter @kerasplc or contact the following:
Graham Stacey Keras Resources plc annabel@kerasplc.com
Annabel Redford
Nominated Adviser & Joint
Broker +44 (0) 20 3470
Ewan Leggat / Charlie SP Angel Corporate Finance 0470
Bouverat LLP
Joint Broker +44 (0) 207 186
Damon Heath / Erik Woolgar Shard Capital Partners 9900
LLP
Financial and Corporate
Communications +44 (0) 774 884
Felicity Winkles Celicourt 3871
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END
MSCFFFILRDIAFIF
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