Notice of Extraordinary General Meeting
February 02 2009 - 2:01AM
UK Regulatory
TIDMMVA
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt about the contents of this document or about the
action you should take you should immediately consult your
stockbroker, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets Act
2000.
If you have sold or transferred all of your ordinary shares in
Minerva Resources plc (the "Company"), please send this document,
together with the accompanying form of proxy, to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for delivery to the purchaser or
transferee.
_________________________________________________________________________________
MINERVA RESOURCES PLC
(Incorporated in England and Wales under the Companies Act 1985 with
Registered Number 4832551)
Sale of Palladex Limited and Palladex Geotechservice LLC
Company Voluntary Arrangement
Subdivision of Share Capital
Adoption of New Articles of Association
and
Notice of Extraordinary General Meeting
_________________________________________________________________________________
A notice of an extraordinary general meeting of the Company to be
held at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One
America Square, Crosswall, London EC3N 2SG on Wednesday 25th February
2009 at 11 am is set out at the end of this document.
Holders of ordinary shares in the Company ("Shareholders") are
requested to complete and return the enclosed form of proxy to the
Company's Registrars, Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by 11 am on 23rd February 2009.
Copies of this document will be available free of charge from the
Company's website, www.minervaresources.com, and during normal
business hours on weekdays (excluding public holidays) from the date
hereof until 25th February 2009 from the Company's registered office.
LETTER FROM THE CHAIRMAN
MINERVA RESOURCES PLC
(Incorporated in England and Wales under the Companies Act 1985 with
Registered Number 4832551)
Directors: Registered Office:
Mr Andrew Daley - Non-executive Chairman One America Square
Mr Terrance Ward - Managing Director Crosswall
Mr John Bottomley - Non-executive Director London
Mr Roger Clegg - Non-executive Director EC3N 2SG
2nd February 2009
To the Shareholders of the Company
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
Dear Shareholder
1 INTRODUCTION
I am writing to you with details of the an extraordinary general
meeting which we propose to hold at the offices of Sprecher Grier
Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N
2SG on Wednesday 25th February 2009 at 11 am (the EGM"). The formal
notice of meeting is set out on page 6 of this document.
The purpose of the meeting is to:
* approve and authorise the sale of Palladex Limited (Samoa) and
its subsidiaries, Palladex Geotechservice LLC, Kyrgyzstan and the
Representative office of Palladex Limited in Azerbaijan;
* approve and authorise the Directors to enter into a Company
Voluntary Arrangement (CVA);
* to subdivide the issued and unissued share capital of the
Company;
* to adopt new articles of association of the Company, and
* to authorise the Directors to take the necessary steps to cancel
the Deferred Shares and to reduce the capital of the Company.
2. BACKGROUND TO THE SALE OF PALLADEX LIMITED (SAMOA) AND PALLADEX
GEOTECHSERVICE LLC
We are pleased to announce that a Sale and Purchase Agreement has
been signed for the disposal of the Company's wholly owned subsidiary
Palladex Limited (Samoa) and its subsidiaries Palladex Geotechservice
LLC, Kyrgyzstan, and the Representative office of Palladex Limited in
Azerbaijan to their management for a consideration of US$79,208 and
the repayment of loans to the value of US$420,792. The Company will
write off the outstanding loan of US$852,494 in conjunction with the
above transactions. Palladex Limited and Palladex Geotechservice
provide geotechnical and drilling services to exploration and mining
companies in the Krygyz Republic, the Republic of Kazakhstan and the
Republic of Azerbaijan. In the year ended 30 September 2007, the
business had attributable profits of GBP114,137.
The funds achieved through the agreement will provide the Company
with additional short term working capital. As mentioned at the time
of the placing on 17 September 2008, the Company anticipated that it
would need to raise further funds in the first quarter 2009. Whilst
the proceeds will allow the Company to meet its liabilities and
commitments until late Quarter 1, 2009, the Company will require
further funds to continue to operate.
The resource drilling programme at Tulu Kapi will be completed in
early February. The data from the drilling programme needs to be
compiled, assessed and a resource calculation undertaken, which is
expected to be carried out over the next two months. During this
time, all other exploration activities will be minimised.
3. COMPANY VOLUNTARY ARRANGEMENT ('CVA')
Given the current very difficult climate for small exploration
companies to raise money on the equity market, the Directors have
resolved to enter into a Company Voluntary Arrangement ('CVA') to
enable a longer timeframe to seek the necessary additional funding to
continue operating the Company as a going concern. Should the
creditors and members vote in favour of a CVA, the Company will be
protected for a longer period from creditor pressures. The Directors
are looking at all avenues for future funding arrangements or other
strategic options.
4 BACKGROUND TO SUBDIVISION OF SHARE CAPITAL
The closing mid market price for an Ordinary Share in the Company as
at the time of suspension on 30th January 2009 was 0.7p. The
Company's share price is therefore currently below the nominal value
of an Ordinary Share.
The Company therefore proposes a reorganisation of the share capital,
the effect of which is that for each issued Ordinary Share currently
held, a shareholder will be issued with one New Ordinary Share of
0.25p and one Deferred Share with a nominal value of 2.25p. There
will be no change in the number of Ordinary Shares in issue, and
since the rights of the Deferred Shares will be such that they have
no economic value, the market price of a New Ordinary Share with a
reduced nominal value should be the same as the market price of an
existing Ordinary Share prior to the reorganisation.
In addition, the Company proposes to reorganise its authorised but
unissued share capital to the effect that each authorised but
unissued Ordinary Share of 2.5p will be subdivided into 10 New
Ordinary Shares of 0.25p. Following this the unissued Ordinary
Shares will have the same nominal value as the New Ordinary Shares.
If the subdivision is approved and with effect from the close of
business on 25th February 2009, being the record date:
(a) Shareholders who hold their Ordinary Shares in uncertificated
form are expected to have their CREST accounts credited with the New
Ordinary Shares of 0.25p each in the capital of the Company on 26th
February 2009; and
(b) In respect of Shareholders who hold their Ordinary Shares in
certificated form, share certificates for the new Ordinary Shares of
0.25p each in the capital of the Company will be despatched by 11th
March 2009 by first class post at the risk of the relevant
shareholder. Certificates of existing Ordinary Shares of 2.5p each
will not be valid from the close of business on 25th February 2009
and should be destroyed upon receipt of certificates in respect of
the new Ordinary Shares of 0.25p each. Pending despatch of the
definitive share certificates in respect of the new Ordinary Shares,
transfers of the new Ordinary Shares held in certificated form will
be certified against the register.
The rights of the Deferred Shares created on reorganisation becoming
effective will have no voting or dividend rights and, on a return of
capital, the right only to receive the amount paid up thereon after
the holders of New Ordinary Shares have received not only the
aggregate amount paid up thereon but also provided they receive in
addition GBP1 million of return of capital per New Ordinary Share.
Consequently the Deferred Shares will, effectively, be valueless as
there is unlikely to be a return of capital at this level.
The rights of the Deferred Shares will allow the Deferred Shares to
be issued to one person who will hold them as nominee of the
beneficial owners. No share certificates will be issued in respect
of the Deferred Shares nor will CREST accounts of Shareholders be
credited in respect of their entitlement to Deferred Shares. The
Deferred Shares will not be admitted to trading on AIM or any other
recognised investment exchange.
5. AMENDMENT OF ARTICLES OF ASSOCIATION
The provisions of the Companies Act 2006 (the "2006 Act") are in the
process of being brought into force, with all provisions expected to
be in force by 1 October 2009. The Company therefore proposes to
amend its articles of association to incorporate some of the key
changes (including procedural changes) introduced by the 2006 Act
which are currently in force and to reflect other recent changes in
the law.
The material differences between the existing articles of association
(the "Existing Articles") and the new articles of association are
summarised below. Changes of a minor, conforming or purely technical
nature have not been mentioned specifically.
(a) Enabling the Company to communicate with Shareholders by
electronic and/or website communications
The 2006 Act contains provisions relating to electronic
communications between companies and their shareholders. The key
change enables companies to use electronic communications with
shareholders as the default position by placing documents on a
website unless shareholders specifically elect to receive hard
copies. Shareholders may elect for all or any communications to be
sent to them via email rather than receiving documents in hard copy
form and shareholders may communicate with the Company by electronic
means where the Company has given an electronic address in a notice
calling a meeting or in an instrument of proxy. The Company needs to
amend its Existing Articles to be able to use these provisions and
accordingly changes are to be made to the Existing Articles dealing
with notice of general meetings, electronic proxies, sending of
notices, documents and information and those provisions about notices
and deemed delivery. The Existing Articles will also be amended to
allow Directors' meetings to make use of electronic communications.
(b) Removing the Chairman's casting vote in the case of an equality
of votes at a meeting of the Shareholders (as this is incompatible
with the relevant provisions of the 2006 Act)
(c) Reducing the notice period for calling an extraordinary general
meeting from 21 clear days to 14 clear days (the 2006 Act permits a
company to call an extraordinary general meeting on 14 clear days
notice unless required otherwise by its articles of association)
(d) Enabling proxies to vote on a show of hands, as well as on a poll
as currently provided for and to allow multiple proxies to be
appointed (provided that each proxy is appointed to exercise the
rights attached to a different share held by the shareholder)
(e) Removing the obligation to notify the age of a Director aged 70
or more in any notice regarding such a Director's re-appointment
(f) Allowing the Directors to authorise conflicts or potential
conflicts of interest, where appropriate
The 2006 Act sets out Directors' general duties which largely codify
the existing law but with some changes. Under the 2006 Act, from 1
October 2008 a Director must avoid a situation where he has, or can
have, a direct or indirect interest that conflicts, or possibly may
conflict, with the Company's interests. The requirement is very
broad and could apply, for example, if a Director becomes a Director
of another company or a trustee of another organisation. The 2006
Act allows Directors of public companies to authorise conflicts and
potential conflicts, where appropriate, where the articles of
association contain a provision to this effect. The 2006 Act also
allows the articles to contain other provisions for dealing with
Directors' conflicts of interest to avoid a breach of duty. The new
articles of association will give the Directors authority to approve
such situations and to include other provisions to allow conflicts of
interest to be dealt with in a similar way to the current position.
There are safeguards that will apply when Directors decide whether to
authorise a conflict or potential conflict. First, only Directors
who have no interest in the matter being considered will be able to
take the relevant decision, and secondly, in taking the decision the
Directors must act in a way they consider, in good faith, will be
most likely to promote the company's success. The Directors will be
able to impose limits or conditions when giving authorisation if they
think this is appropriate.
It is the board's intention to report annually on the Company's
procedures for ensuring that the board's powers of authorisation of
conflicts are operated effectively and that the required procedures
have been followed.
(g) Disclosing of interests in shares
The provisions relating to the disclosure of interests in shares
contained in the Companies Act 1985, including Section 212 on company
investigation powers, were repealed in January 2007. Section 793 and
related sections in Part 22 of the 2006 Act, which contain the
corresponding company investigation powers previously contained in
Section 212, have been brought into force and accordingly the
Existing Articles are to be amended to reflect these changes.
6. INSPECTION OF DOCUMENTS
Copies of the Existing Articles and the new articles of association
are available for inspection during normal business hours at the
registered office of the Company until the date of the EGM or upon
request of the company secretary. Copies will also be available at
the EGM from at least 15 minutes prior to the meeting until its
conclusion.
7. RESOLUTION
The resolutions to be proposed at the EGM are set out in full in the
notice of meeting on page 6 of this document.
8. ACTION TO BE TAKEN
A form of proxy is enclosed for use by Shareholders at the EGM. If
you are a Shareholder, you are requested to complete, sign and return
the form of proxy, whether or not you intend to be present at the
meeting, to the Company's Registrars, Capita Registrars, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The completion
and return of a form of proxy will not prevent you from attending the
meeting and voting in person should you subsequently wish to do so.
9. RECOMMENDATION
The Directors consider that the proposed resolutions are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in
favour of the resolutions being proposed at the EGM, as they intend
to do or procure to be done in respect of their own and their
connected persons' beneficial holdings.
Yours faithfully
Mr Andrew Daley
Non-executive Chairman
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
MINERVA RESOURCES PLC (the "Company")
(Incorporated in England and Wales under the Companies Act 1985 with
Registered Number 4832551)
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of the
Company will be held at the offices of Sprecher Grier Halberstam LLP,
5th Floor, One America Square, Crosswall, London EC3N 2SG on
Wednesday 25th February 2009 at 11 am to consider, and if thought
fit, to pass the following resolutions, of which resolutions 1, 2 and
3 will be proposed as Ordinary Resolutions and resolutions 4 and 5
will be proposed as Special Resolutions:
1. THAT, the Sale and Purchase Agreement for the for the disposal of
Palladex Limited (Samoa) and its subsidiaries, Palladex
Geotechservice LLC, Kyrgyzstan and the Representative office of
Palladex Limited in Azerbaijan be and is approved.
2. THAT the Directors hereby be authorised to place the Company into
a Company Voluntary Arrangement in accordance with Part 1 of the
Insolvency Act 1986.
3. THAT with effect from close of business on 25th February 2009
(a) each of the 154,294,458 issued ordinary shares of 2.5p each in
the capital of the Company be and are hereby divided into one new
ordinary share of 0.25p (New Ordinary Shares) and one deferred share
of 2.25p having the rights and restrictions as set out in the New
Articles of Association to be adopted in resolution 4 below (Deferred
Shares) and the holders of the New Ordinary Shares of 0.25p each
shall have identical rights to vote, to receive a dividend and to
share in a return of capital to the rights to which they were
previously entitled as holders of ordinary shares of 2.5p; and
(b) each of the 245,705,542 existing authorised but unissued ordinary
shares of 2.5p each in the capital of the Company be and they are
hereby divided into 2,457,055,420 New Ordinary Shares of 0.25p each
and shall have identical rights to vote, to receive a dividend and to
share in a return of capital to the rights to which they were
previously entitled as holders of ordinary shares of 2.5p.
4. THAT, the draft regulations produced to the meeting and initialled
by the Chairman of the Company be and are approved and adopted as the
new articles of association of the Company in substitution for and to
the exclusion of the existing articles of association of the Company.
5. THAT the Directors be irrevocably empowered to take all such steps
as may be required to cancel the Deferred Shares and to reduce the
capital of the Company accordingly.
By Order of the Registered
Board Office
John Bottomley One America
Company Secretary Square
Crosswall
London EC3N 2SG
Dated 2nd February 2009
Notes
1. Members are entitled to appoint a proxy to exercise all or any of
their rights to attend and to speak and vote on their behalf at the
meeting. A proxy need not be a shareholder of the Company. A
shareholder may appoint more than one proxy in relation to the
Extraordinary General Meeting provided that each proxy is appointed
to exercise the rights attached to a different share or shares held
by that shareholder. Should you wish to appoint more than one proxy
please return the proxy form and attach to it a schedule detailing
the names of the proxies you wish to appoint, the number of shares
each proxy will represent and the way in which you wish them to vote
on the resolutions that are to be proposed. To be valid, the form of
proxy and the power of attorney or other authority (if any) under
which it is signed or a certified copy of such power or authority
must be lodged at the offices of the Company's Registrars, Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
by hand, or sent by post, so as to be received not less than 48 hours
before the time fixed for the holding of the meeting or any
adjournment thereof (as the case may be).
2. Any member entitled to attend and vote at the meeting may appoint
one or more proxies to attend and, on a poll, vote instead of him. A
proxy need not also be a member.
3. In order to facilitate voting by corporate representatives at the
meeting, arrangements will be put in place at the meeting so that (i)
if a corporate shareholder has appointed the Chairman of the meeting
as its corporate representative with instructions to vote on a poll
in accordance with the directions of all of the other corporate
representatives for that shareholder at the meeting, then on a poll
those corporate representatives will give voting directions to the
Chairman and the Chairman will vote (or withhold a vote) as corporate
representative in accordance with those directions; and (ii) if more
than one corporate representative for the same corporate shareholder
attends the meeting but the corporate shareholder has not appointed
the Chairman of the meeting as its corporate representative, a
designated corporate representative will be nominated, from those
corporate representatives who attend, who will vote on a poll and the
other corporate representatives will give voting directions to that
designated corporate representative.
4. The completion and return of a form of proxy will not preclude a
member from attending in person at the meeting and voting should he
wish to do so.
5. Pursuant to regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that only those members
entered on the register of members at 6pm on 23rd February 2009 shall
be entitled to attend and vote at the meeting in respect of the
number of ordinary shares of 2.5p each in the capital of the Company
held in their name at that time. Changes to the register after 6pm
on 23rd February shall be disregarded in determining the rights of
any person to attend and vote at the meeting.
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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