TIDMRBD
RNS Number : 2546E
Reabold Resources PLC
02 July 2019
2 July 2019
Reabold Resources Plc
("Reabold" or "the Company")
Notice of Annual General Meeting ("AGM") and Proposed Capital
Reduction
Reabold, the AIM investing company which focusses on investments
in pre-cash flow upstream oil and gas projects, announces that it
has posted to shareholders a formal notice of AGM and explanatory
circular ("the Circular"), together with a form of proxy. The AGM
is to be held at the offices of Hill Dickinson LLP, The Broadgate
Tower, 20 Primrose Street, London EC2A 2EW at 10.30 a.m. BST on 30
July 2019. Copies of the Circular and form of proxy are available
on the Company's website: www.reabold.com
Among the resolutions to be proposed at the AGM is a resolution
for a proposed capital reduction, which, if approved, will enhance
the Company's ability to return surplus capital, undertake share
buybacks and pay dividends to Shareholders in the future. The Board
considers the Capital Reduction to be in the best interests of the
Company and its Shareholders as a whole and unanimously recommends
that Shareholders vote in favour of the Resolutions to be proposed
at the Annual General Meeting. The Circular sets out full details
of the proposed capital reduction. Selected information from the
Circular is reproduced below.
For further information please contact:
Reabold Resources plc c/o Camarco
Stephen Williams +44 (0) 20 3757 4980
Sachin Oza
Strand Hanson Limited
(Nominated and Financial
Advisor)
James Spinney
Rory Murphy
James Dance +44 (0)20 7409 3494
Camarco
James Crothers
Ollie Head
Billy Clegg +44 (0) 20 3757 4980
Whitman Howard Limited
- Joint Broker
Nick Lovering
Grant Barker +44 (0) 20 7659 1234
Turner Pope Investments
(TPI) Ltd - Joint Broker
Andy Thacker +44 (0) 20 3621 4120
Please note, the information below has been copied from the
Circular dated 2 July 2019. Any references to page numbers, Parts
or 'this Document' refer to the Circular which is available for
download from the Company's website.
Expected Timetable of Principal Events
Time and date
Publication of this Document 2 July 2019
Latest time and date for receipt of Forms 10.30 a.m. on 26
of Proxy July 2019
Annual General Meeting 10.30 a.m. on 30
July 2019
Expected date of initial directions hearing 5 August 2019
of the Court
Expected date of Court Hearing to confirm 27 August 2019
the Capital Reduction
Registration of Court Order and expected 27 August 2019
effective date for the Capital Reduction
Notes
1. 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 dependent on
the Court's timetable. If the expected dates of the Court hearings
are changed (and consequently the expected effective date for the
Capital Reduction), the Company will give notice of this to the
extent practicable by issuing an announcement via a Regulatory
Information Service.
2. The timetable assumes that there is no adjournment of the
Annual General Meeting. If there is an adjournment, all subsequent
dates are likely to be later than those shown. If expected dates
change the Company will give notice of this by issuing an
announcement via a Regulatory Information Service.
3. References to time in this document are to BST unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this Document, unless
the context requires otherwise:
"Act" the Companies Act 2006 (as amended);
"AIM" a market operated by the London Stock
Exchange plc;
"Annual General Meeting" the annual general meeting of the Company
or "AGM" convened for 10.30 a.m. on 30 July 2019,
notice of which is set out at the end
of this Document;
"Articles" The articles of association of the Company
as amended from time to time;
"Board" or "Directors" the directors of the Company as at the
date of this Document, whose names are
set out on page 5 of this Document;
"BST" British Summer Time;
"Capital Reduction" the proposed cancellation of the Company's
Share Premium Account as set out in the
Notice of Annual General Meeting;
"Company" or "Reabold" Reabold Resources Plc, a public limited
company incorporated in England and Wales
under registered number 03542727 and
having its registered office at The Broadgate
Tower, 20 Primrose Street, London EC2A
2EW;
"Court" the High Court of Justice in England
and Wales;
"Court Hearing" the hearing by the Court to confirm the
Capital Reduction;
"Court Order" the order of the Court confirming the
Capital Reduction;
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations);
"CREST Manual" the rules governing the operation of
CREST, as published by Euroclear (as
defined in the CREST Regulations);
"CREST participant" a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (as amended);
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor;
"CREST sponsored a CREST member admitted to CREST as a
member" sponsored member (which includes all
CREST Personal Members);
"Deferred Shares" The "A" deferred shares of 1.65 pence
each having the rights set out in the
Articles;
"Document" this document and its contents;
"Effective Date" the date of registration of the Court
Order at Companies House, on which date
the Capital Reduction will become effective
"Form of Proxy" the form of proxy enclosed with this
Document for use by Shareholders in connection
with the AGM;
"Group" the Company and its subsidiaries and
subsidiary undertakings (as defined in
the Act);
"Notice of Annual the notice convening the AGM, which is
General Meeting" set out at the end of this Document;
or "Notice of AGM"
"Ordinary Shares" the ordinary shares of 0.1 pence each
in the capital of the Company;
"Regulatory Information a service approved by the UK Financial
Service" Conduct Authority for the distribution
to the public of regulatory announcements;
"Resolutions" the resolutions set out in the Notice
of AGM;
"Shareholders" holders of Ordinary Shares and the term
"Shareholder" shall be construed accordingly;
"Share Premium Account" the share premium account of the Company;
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland; and
"GBP" pounds sterling, the lawful currency
of the United Kingdom.
LETTER FROM THE CHAIRMAN
To all Shareholders
Notice of Annual General Meeting and Proposed Capital
Reduction
1 Introduction
I am writing to invite you to the annual general meeting of the
Company to be held at 10:30 a.m. on 30 July 2019 at the offices of
Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London
EC2A 2EW and to explain the Resolutions to be proposed at the AGM,
which are set out in the Notice of AGM in Part II of this Document.
In particular, I am writing to provide you with details of the
proposed Capital Reduction which will enhance the Company's ability
to return surplus capital, undertake share buybacks and pay
dividends to Shareholders in the future.
The Company currently has negative distributable reserves and is
therefore prohibited under the Act from making distributions,
including dividends, to its Shareholders.
Accordingly, your approval is being sought to carry out a
reduction of the Company's capital by way of the cancellation of
the amount standing to the credit of the Company's Share Premium
Account so as to create distributable reserves.
The Capital Reduction is conditional upon, amongst other things,
the Company obtaining approval of the Shareholders at the Annual
General Meeting. Part II of this Document contains a Notice of
Annual General Meeting.
The purpose of this Document is to provide you with information
about the Capital Reduction and to explain why the Board considers
the Capital Reduction to be in the best interests of the Company
and its Shareholders as a whole and unanimously recommends that you
vote in favour of the Resolutions to be proposed at the Annual
General Meeting. Shareholders should note that, unless Resolution 7
is approved at the Annual General Meeting (and the Court
subsequently confirms the Capital Reduction), the Capital Reduction
will not take place.
The Definitions section at page 3 of this Document contains
definitions of words and terms that have been used throughout it.
Please refer to this section as you review this Document.
2 Background to, and reasons for, the Capital Reduction
The Ordinary Shares of the Company were admitted to AIM on 19
April 2002.
As mentioned above, the Share Premium Account comprises a
non-distributable reserve for the purposes of the Act, which as at
31 December 2018 had a balance of GBP25,301,392.
The Company is not permitted to undertake share buybacks nor pay
any dividends unless it has distributable reserves. The Share
Premium Account only has limited applications and, accordingly, the
Company is proposing to cancel its Share Premium Account, in order
to create distributable reserves to support: (i) the future payment
by the Company of dividends to its Shareholders; and (ii) share
buybacks should circumstances dictate it desirable to do.
In light of the Group's prospects and current strong financial
position, the Directors believe it is now desirable to consider
future potential share buybacks or payment of dividends to
Shareholders. However, the Company currently has negative
distributable reserves and is, therefore, prohibited under the Act
from making distributions to its Shareholders, including the
payment of dividends.
On completion of the Capital Reduction, the Company's Share
Premium Account will be cancelled and, subject to the Court being
satisfied with the Company's approach to creditors as outlined
below, the amount of distributable reserves will be approximately
GBP25,301,392.
The completion of the Capital Reduction will not affect the
rights attaching to the Ordinary Shares and the Deferred Shares and
will not result in any change to the number of Ordinary Shares or
Deferred Shares in issue (or their nominal value).
3 The Capital Reduction
Shareholder Approval
In order to effect the Capital Reduction, the Company requires
the approval of its Shareholders pursuant to section 641(1)(b) of
the Act. The Capital Reduction cannot be effected unless the
Company receives the approval by the requisite majority of
Shareholders and in the requisite manner as set out in this section
of the Document.
The Shareholders, being holders of Ordinary Shares, are entitled
to receive notice of, attend, speak and vote at the Annual General
Meeting. The votes of the Shareholders will be added together at
the Annual General Meeting and the Resolution to approve the
Capital Reduction, which will be proposed as a special resolution,
requires a majority in favour of at least 75% of those Shareholders
attending and voting in person or by proxy in order to be
passed.
The holders of the Deferred Shares are not entitled to receive
notice of or to attend, speak or vote at any general meeting of the
Company, except in respect of any vote concerning a proposed
variation of the class of rights of the Deferred Shares. The
proposed Capital Reduction does not alter the rights attaching to
the Deferred Shares and therefore the Company does not require the
approval of the holders of the Deferred Shares.
Court Approval
In addition to the approval by the Shareholders of the relevant
Resolution, the Capital Reduction requires the approval of the
Court. Accordingly, following the Annual General Meeting, an
application will be made to the Court in order to confirm and
approve the Capital Reduction.
The Company is not proposing to offer any undertakings to the
Court for the protection of creditors in connection with the
proposed Capital Reduction, as the Board is satisfied that there is
no real likelihood that the Capital Reduction would result in the
Company being unable to discharge a creditor's debt or claim when
it falls due. If, however, the Court takes the view that there is a
real likelihood that the Capital Reduction will prejudice
creditors' interests, it may require the Company to give an
appropriate undertaking. This could include, for example, an
undertaking by the Company to create a special, undistributable
reserve in its accounts for so long as any creditors at the
Effective Date remain unpaid.
It is anticipated that the initial directions hearing in
relation to the Capital Reduction will take place on 5 August 2019,
with the final Court Hearing taking place on 27 August 2019 and the
Capital Reduction becoming effective on the same day, following the
necessary registration of the Court Order at Companies House.
The Capital Reduction itself will not involve any distribution
or repayment of capital or share premium by the Company and will
not reduce the underlying net assets of the Company. Pursuant to
Part 23 of the Act, the distributable reserves arising on the
Capital Reduction will, subject to the discharge of any
undertakings required by the Court as explained above, support the
Company's ability to undertake share buybacks or pay dividends,
should circumstances in the future make it desirable to do so.
The Board reserves the right to abandon or to discontinue (in
whole or in part) the application to the Court in the event that
the Board considers that the terms on which the Capital Reduction
would be (or would be likely to be) confirmed by the Court would
not be in the best interests of the Company and/or its Shareholders
as a whole. The Board has undertaken a thorough and extensive
review of the Company's liabilities (including contingent
liabilities) and considers that the Company will be able to satisfy
the Court that, as at the date (if any) on which the Court Order
relating to the Capital Reduction and the statement of capital in
respect of the Capital Reduction have both been registered by the
Registrar of Companies at Companies House and the Capital Reduction
will therefore become effective, the Company's creditors will be
sufficiently protected.
4 Explanatory notes to the Notice of Annual General Meeting
The following notes give an explanation of the proposed
Resolutions. Resolutions 1 to 5 are proposed as ordinary
resolutions. This means for each of those resolutions to be passed,
more than half of the votes cast must be in favour of the
resolution. Resolutions 6 and 7 are proposed as special
resolutions. This means that for each of those resolutions to be
passed, at least three quarters of the votes cast must be in favour
of these resolutions.
Ordinary Business
Resolution 1 - Receiving and Considering the Accounts
This is an ordinary resolution to receive and adopt the annual
accounts of the Company for the financial year ended 31 December
2018 together with directors' reports and auditor's report on those
accounts.
Resolution 2 - Reappointment of Director
The board recommends the re-election of Jeremy Edelman as a
director of the Company who is retiring by rotation pursuant to
article 83 of the Articles. Mr. Edelman being eligible, offers
himself for re-appointment.
Resolution 3- Reappointment of Director
The board recommends the re-election of Anthony Samaha as a
director of the Company who is retiring by rotation pursuant to
article 83 of the Articles. Mr. Samaha being eligible, offers
himself for re-appointment.
Resolution 4 - Re-appointment of Auditors
This Resolution seeks to authorise the appointment of Mazars LLP
as the Company's auditors to hold office from the conclusion of
this meeting until the conclusion of the next annual general
meeting at which the accounts are laid before the Company and to
authorise the directors to determine their remuneration.
Resolution 5 - Directors' Authority to Allot Shares
This is an ordinary resolution to grant the Directors the
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Act up to the maximum aggregate nominal amount of GBP2,000,000.
This resolution replaces any existing authorities to issue shares
in the Company and the authority under this resolution will expire
at the conclusion of the next annual general meeting of the
Company.
Resolution 6 - Disapplication of Pre-emption Rights
Resolution 6 proposes to dis-apply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under Section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP2,000,000 for
cash on a non-pre-emptive basis pursuant to the authority conferred
by Resolution 5 above. The authority granted by this Resolution
will expire at the conclusion of next annual general meeting of the
Company.
Special Business
Resolution 7 - Cancellation of the Company's Share Premium
Account
Resolution 7 is a special resolution to cancel the Share Premium
Account of the Company pursuant to the proposed Capital Reduction
outlined above.
5 Annual General Meeting
The Notice of Annual General Meeting at which the Resolutions
will be proposed is set out in Part II of this Document.
The Annual General Meeting will take place at 10:30 a.m. BST on
30 July 2019.
6 Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the
Annual General Meeting. The Form of Proxy should be completed and
signed in accordance with the instructions thereon and returned to
Neville Registrars Limited at Neville House, Steelpark Road,
Halesowen B62 8HD by not later than 10:30 a.m. on 26 July 2019.The
completion and return of a Form of Proxy will not preclude
Shareholders from attending the Annual General Meeting and voting
in person should they so wish.
7 Recommendation
The Directors recommend that Shareholders vote in favour of the
Resolutions proposed at the Annual General Meeting, as they intend
to do so in respect of their own holdings of Ordinary Shares which
amount, in aggregate, to 191,808,676 Ordinary Shares representing
5.02 per cent of the issued Ordinary Shares.
Yours faithfully,
Jeremy Edelman
Non-Executive Chairman
Notes to Editors
Reabold Resources plc is an investing company investing in the
exploration and production ("E&P") sector. The Company's
investing policy is to acquire direct and indirect interests in
exploration and producing projects and assets in the natural
resources sector, and consideration is currently given to
investment opportunities anywhere in the world.
As an investor in upstream oil & gas projects, Reabold aims
to create value from each project by investing in undervalued,
low-risk, near-term upstream oil & gas projects and by
identifying a clear exit plan prior to investment.
Reabold's long term strategy is to re-invest capital made
through its investments into larger projects in order to grow the
Company. Reabold aims to gain exposure to assets with limited
downside and high potential upside, capitalising on the value
created between the entry stage and exit point of its projects. The
Company invests in projects that have limited correlation to the
oil price.
Reabold has a highly-experienced management team, who possess
the necessary background, knowledge and contacts to carry out the
Company's strategy.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAUUOSRKSABRAR
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