TIDMMTL
RNS Number : 3409P
Metals Exploration PLC
17 June 2022
17 June 2022
METALS EXPLORATION PLC
Result of AGM, Capital Reorganisation, Change of Registered
Office,
Management Incentive Plan Awards and TVR
Metals Exploration plc (AIM: MTL) (" Metals Exploration " or the
" Company ") , a gold producer in the Philippines, announces that
at the Annual General Meeting of the Company held earlier today
(the "AGM"), all resolutions put to shareholders were duly passed.
Proxy votes received in relation to each resolution are shown in
Appendix I of this announcement.
The full text of the resolutions can be found in the Notice of
the General Meeting contained in the circular dated 16 May 2022
("Circular") to shareholders on the Company's website at
https://www.metalsexploration.com/ .
Capital Reorganisation
At the AGM, shareholders approved the Capital Reorganisation, as
detailed in the Circular.
The Capital Reorganisation consists of two elements: (i) a
Sub-Division of each Existing Ordinary Share into one New Ordinary
Share and one Deferred Share; and (ii) a Capital Reduction by way
of both the cancellation of the Deferred Shares and the
cancellation of the Company's Share Premium Account. Shareholders
are not required to do anything. The New Ordinary Shares arising
upon implementation of the Sub-Division will have the same rights
as the Existing Ordinary Shares including voting, dividend and
other rights. Existing share certificates for the Ordinary Shares
will remain valid. The Capital Reduction will take effect when an
order of the Court confirming the Capital Reduction, and a
statement of the capital approved by the Court, have been
registered with the Registrar of Companies. Provisional dates have
been obtained for the required Court hearings of the Company's
application.
The purpose of the Capital Reorganisation as a whole is to: (i)
enable the Company to issue shares in future at an issue price
which significantly exceeds their nominal value; and (ii) create a
reserve by cancelling the deferred share capital of the Company as
well as cancelling the Share Premium Account, which may in the
future be used to absorb future losses and/or effect distributions
or other returns of value to shareholders if it is considered
prudent to do so (subject always to compliance with applicable laws
and regulations and the Company having sufficient cash to fund
dividends).
Following the Capital Reorganisation (including the approval of
the Court), the Company will have a single class of ordinary shares
of GBP0.0001 each, being the New Ordinary Shares.
Change of registered office
The Company announces that it has changed the address of its
registered office, with effect from today, to: 2nd Floor 38-43
Lincoln's Inn Fields, London WC2A 3PE.
Admission of the New Ordinary Shares to trading on AIM
Application has been made to the London Stock Exchange plc for
the admission to trading on AIM of the New Ordinary Shares, which
is expected to become effective and dealings commence at 8.00 a.m.
on or around 20 June 2022 (the "Reorganisation Admission").
Total voting rights, ISIN, SEDOL and par value
Pursuant to the Capital Reorganisation, the New Ordinary Shares
will have the same ISIN, SEDOL code and number of total voting
rights as the Existing Ordinary Shares.
Accordingly, upon the Reorganisation Admission, the Company's
issued share capital will consist of 2,071,334,586 New Ordinary
Shares each with one voting right. The Company does not hold any
ordinary shares in treasury. This figure may be used by
shareholders in the Company as the denominator for the calculation
by which they may determine if they are required to notify their
interest in, or change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules. In addition, the ISIN and SEDOL code of the New Ordinary
Shares remains the same as for the Existing Ordinary Shares, being
GB00B0394F60 and B0394F6, respectively.
Issue of New Ordinary Shares under the Management Incentive
Plan
Further to the passing of Resolutions 10 and 11 at the AGM, the
Company has issued a total of 17,461,835 new New Ordinary Shares
(the "Incentive Shares") to members of the senior management team,
in accordance with the 2021 Management Incentive Plan, as set out
in the Circular. Details of the awards to PDMRs are set out
below:
PDMR Number of Ordinary Number of Ordinary % of issued
Shares issued under Shares held post-award share capital
MIP
Darren Bowden 8,257,335 8,257,335 0.40
--------------------- ------------------------ ---------------
Mike Langoulant 3,561,988 3,561,988 0.17
--------------------- ------------------------ ---------------
Admission of the Incentive Shares and total voting rights
Application has been made to the London Stock Exchange plc for
the admission of the 17,461,835 Incentive Shares to trading on AIM
("Incentive Shares Admission"), which is expected to take place at
8.00 a.m. on or around 23 June 2022.
Following the Incentive Shares Admission, the Company will have
2,088,796,421 New Ordinary Shares in issue. The Company does not
currently hold any shares in treasury. As from 23 June 2022 this
figure may be used by shareholders in the Company as the
denominator for the calculation by which they may determine if they
are required to notify their interest in, or change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalised terms in this announcement
have the same meanings as in the circular sent to shareholders
dated 16 May 2022.
For further information please visit or contact
www.metalsexploration.com
Metals Exploration PLC
Via Tavistock Communications
Limited +44 (0) 207 920 3150
----------------------
Nominated & Financial Adviser: STRAND HANSON LIMITED
----------------------
James Spinney, James Dance, Rob
Patrick +44 (0) 207 409 3494
----------------------
Financial Adviser & Broker HANNAM & PARTNERS
----------------------
Matt Hasson, Franck Nganou +44 (0) 207 907 8500
----------------------
Public Relations: TAVISTOCK
----------------------
Jos Simson, Nick Elwes +44 (0)207 920 3150
----------------------
Appendix I
Resolution For % of Against % of Withheld
Number of votes Number votes Number
shares of shares of shares
1. To receive and
adopt the Accounts
for the year ended
30 December 2020
and reports of the
Directors and Auditors. 1,480,638,286 99.85% 2,288,193 0.15% 0
-------------- ------- ----------- ------- -----------
2. To re-appoint
Darren Bowden as
a Director of the
Company. 1,458,834,879 98.38% 24,091,600 1.62% 0
-------------- ------- ----------- ------- -----------
3. To re-appoint
David Cather as a
Director of the Company. 1,458,834,879 98.38% 24,091,600 1.62% 0
-------------- ------- ----------- ------- -----------
4. To re-appoint
Andrew Chubb as a
Director of the Company. 1,458,834,879 98.38% 24,091,600 1.62% 0
-------------- ------- ----------- ------- -----------
5. To appoint Steven
Smith as a Director
of the Company. 1,455,450,070 98.15% 27,476,409 1.85% 0
-------------- ------- ----------- ------- -----------
6. To appoint Timothy
Livesey as a Director
of the Company. 1,458,949,909 98.38% 23,876,409 1.61% 100,161
-------------- ------- ----------- ------- -----------
7. To re-appoint
Nexia Smith & Williamson
Audit Limited as
auditors and to authorise
the Directors to
fix their remuneration. 1,478,576,655 99.71% 4,349,824 0.29% 0
-------------- ------- ----------- ------- -----------
8. To approve the
Sub-Division of the
Existing Ordinary
Shares and the adoption
of new articles of
association. 1,454,647,559 97.51% 37,080,920 2.49% 0
-------------- ------- ----------- ------- -----------
9. To cancel and
extinguish all of
the Deferred Shares,
and to cancel the
Share Premium Account
in its entirety. 1,446,243,729 97.53% 36,682,750 2.47% 0
-------------- ------- ----------- ------- -----------
10. To grant the
Directors authority
to allot 20,600,000
shares to members
of the senior management
team in accordance
with the 2021 Management
Incentive Plan. 1,456,474,301 98.22% 26,452,178 1.78% 0
-------------- ------- ----------- ------- -----------
11. To dis-apply
pre-emption rights
subject to the limits
expressed in the
resolution. 1,452,974,337 97.98% 29,952,142 2.02% 0
-------------- ------- ----------- ------- -----------
12. To authorise
the directors to
allot and issue such
shares upon the exercise
of the option by
Mr Livesey on a non
pre-emptive basis. 1,453,061,566 97.99% 29,864,913 2.01% 0
-------------- ------- ----------- ------- -----------
13. To authorise
the directors to
allot and issue such
shares upon the exercise
of the option by
Mr Livesey on a non
pre-emptive basis. 1,453,061,566 97.99% 29,864,913 2.01% 0
-------------- ------- ----------- ------- -----------
Appendix II
Timetable of Principal Events
Sub-Division Record Date 17 June 2022
Expected effective date of the Sub-Division 20 June 2022
Expected date of admission of New Ordinary 8.00am on 20 June 2022
Shares to trading on AIM
Expected date of admission of Incentive 8.00am on 23 June 2022
Shares to trading on AIM
Expected date for final hearing and confirmation 19 July 2022
of the Capital Reduction by the Court
Expected date for registration of Court 21 July 2022
order and effective date of the Capital
Reduction
Notes:
1) The timing of the events in the above timetable and in the
rest of this document is indicative only and may be subject to
change. In particular, the expected dates for the confirmation of
the Capital Reduction by the Court and the Capital Reduction
becoming effective are based on provisional dates that have been
obtained for the required Court hearings of the Company's
application. These provisional hearing dates are subject to change
and are dependent on the Court's timetable.
2) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to a
Regulatory Information Service.
3) All of the events listed in the above timetable following the
holding of the AGM are conditional upon the passing of the
Resolutions. The Capital Reduction is further conditional upon (i)
approval by the Court and (ii) registration with the Registrar of
Companies of the Court order confirming the Capital Reduction,
together with a statement of capital approved by the Court.
4) The Capital Reduction will not take effect until the Court
Order and accompanying statement of capital have been delivered to,
and registered by, Companies House. Due to the COVID-19 pandemic,
Companies House is not presently offering a same-day service for
such registration and this may have an impact on the proposed
timetable.
5) All of the times referred to above are references to London time.
Appendix III
PDMR Notification Forms :
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Darren Bowden
-------------------------------- --------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------------- --------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Metals Exploration PLC
-------------------------------- --------------------------------------
b) LEI 2138006CFXWG2OPRV987
-------------------------------- --------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv)each place where transactions have
been conducted
------------------------------------------------------------------------
a) Description of the Financial Ordinary Shares of GBP0.0001 each
instrument, type of instrument
-------------------------------- --------------------------------------
Identification code GB00B0394F60
-------------------------------- --------------------------------------
b) Nature of the Transaction Award under Management Incentive Plan
-------------------------------- --------------------------------------
c) Price(s) and volume(s) Price Volume
GBP0.01245 8,257,335
----------
-------------------------------- --------------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume Price
-------------------------------- --------------------------------------
e) Date of the transaction 23 June 2022
-------------------------------- --------------------------------------
f) Place of the transaction AIM (LSE)
-------------------------------- --------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mike Langoulant
-------------------------------- --------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------------- --------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Metals Exploration PLC
-------------------------------- --------------------------------------
b) LEI 2138006CFXWG2OPRV987
-------------------------------- --------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv)each place where transactions have
been conducted
------------------------------------------------------------------------
a) Description of the Financial Ordinary Shares of GBP0.0001 each
instrument, type of instrument
-------------------------------- --------------------------------------
Identification code GB00B0394F60
-------------------------------- --------------------------------------
b) Nature of the Transaction Award under Management Incentive Plan
-------------------------------- --------------------------------------
c) Price(s) and volume(s) Price Volume
GBP0.01245 3,561,988
----------
-------------------------------- --------------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume Price
-------------------------------- --------------------------------------
e) Date of the transaction 23 June 2022
-------------------------------- --------------------------------------
f) Place of the transaction AIM (LSE)
-------------------------------- --------------------------------------
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