13 May 2024
Bens Creek Group
plc
("Bens Creek" or the
"Company")
Publication of circular and
notice of general meeting
Bens Creek Group plc (AIM:BEN), the
owner of a metallurgical coal mine in North America supplying the
steel industry, announces that that it has today
posted a circular to the Company's shareholders, containing a
notice of general meeting.
The convening of the general meeting follows
the Company receiving a request pursuant to section 303 of the
Companies Act 2006 from MBU Capital Group Limited ("MBU") received
by the Company, and as announced on 23 April 2024. MBU is the
Company's second largest shareholder and, as per the Company's
announcement of 8 August 2023, is interested in 88,278,149 shares
in the Company, representing 22.08% of the Company's current issued
share capital.
The circular can be accessed via the following
link on the Company's website: www.benscreek.com.
Extracts from the letter from the Chairman of Bens Creek contained
in the circular are reproduced below.
The General Meeting will be held at the offices
of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street,
London EC3V 0HR at 12.00 p.m. on 10 June 2024.
For
further information please contact:
Bens Creek Group plc +44
(0) 204 558 2300
Adam Wilson, CEO
Peter Shea, Chief of Staff
Allenby Capital Limited (Nominated Adviser and Joint
Broker) +44
(0) 203 328 5656
Nick Athanas / Nick Naylor / George Payne (Corporate Finance)
Kelly Gardiner / Guy McDougall (Sales and Corporate
Broking)
WH
Ireland Limited (Joint Broker)
Harry Ansell / Katy Mitchell
+44
(0) 207 220 1666
LETTER FROM THE CHAIRMAN OF BENS CREEK CONTAINED IN THE
CIRCULAR
1. Introduction
On 20 April 2024, the Board received
the Requisition Notice from the Requisitioning Shareholder
requesting the Board to convene a General Meeting of the Company
for the purpose of discussing: (i) the operational and strategic
challenges facing the Company at the present time; (ii) the
Chapter 11 bankruptcy cases filed in in the United
States of America Bankruptcy Court for the Southern District of
West Virginia in relation to the Company's wholly owned
subsidiaries, Ben's Creek Operations WV LLC, Ben's Creek Carbon
LLC and Ben's Creek Land WV LLC; and (iii) the Company's
current management structure and decision-making processes leading
to the Chapter 11 Cases.
As a matter of company law, and, in
particular, in accordance with and subject to the provisions of
section 303 of the Act, the Board is required to convene a General
Meeting following the receipt of a valid requisition notice from
Shareholders holding at least 5% of the Company's issued share
capital.
As at 8 August 2023, the
Requisitioning Shareholder disclosed that they were interested in
88,278,149 Ordinary Shares, representing approximately 22.08% of
the issued ordinary share capital of the Company. It is a
requirement (under section 304 of the Act) that the Board calls a
General Meeting within 21 days of the date of the Requisition
Notice. The formal Notice of the General Meeting is therefore set
out on page 5 of this document.
2. General Meeting
The Requisition Notice requests the
Board to convene a General Meeting of the Company for the purpose
of discussing: (i) the operational and strategic challenges facing
the Company at the present time; (ii) the Chapter 11 bankruptcy
cases filed in in the United States of America Bankruptcy Court for
the Southern District of West Virginia in relation to the Company's
wholly owned subsidiaries, Ben's Creek Operations WV LLC, Ben's
Creek Carbon LLC and Ben's Creek Land WV LLC; and (iii) the
Company's current management structure and decision-making
processes leading to the Chapter 11 Cases.
Please note that no formal resolutions will be proposed at the
General Meeting.
3. Statement from the Board
The Board continues to believe that
the Chapter 11 Cases commenced in the United States of America
Bankruptcy Court for the Southern District of West Virginia in
relation to its wholly owned subsidiaries, Ben's Creek Operations
WV LLC, Ben's Creek Carbon LLC and Ben's Creek Land WV LLC, are in
the best interests of the Company.
4. Physical attendance at the General
Meeting
Shareholders can attend the General
Meeting in person. Shareholders are reminded that in order to
access the General Meeting in person, a shareholder will need to
either: (a) be a named shareholder on the register of members as at
the record date for the General Meeting (being close of trading on
6th June 2024); or (b) be a beneficial holder of shares
who holds shares through a nominee account or share trading
platform and have the appropriate corporate representation letter
evidencing such beneficial holding. In each case the shareholder
must be able to provide such evidence of his or her identity as the
Company's registrar may require in order to confirm him or her as a
shareholder or a beneficial holder of shares through a nominee
account or share trading platform. In circumstances where this
cannot be provided, an individual will not be permitted to access
the General Meeting.
5. Actions to be taken by
Shareholders
A
Form of Proxy for use at the General Meeting is enclosed. To be
valid, the Form of Proxy must be completed, signed and returned in
accordance with the instructions printed on it to the Company's
registrars Neville Registrars Limited, Neville House, Steelpark
Road, Halesowen, B62 8HD as soon as possible but in any event so as
to arrive no later than 12.00pm on 6th June 2024 or 48
hours before any adjourned meeting.
Shareholders unable or unwilling to attend are invited to
submit questions to the company via the following email
address info@benscreek.com
before
6th June 2024 on 5.00pm with "Bens Creek GM" in the
subject. Questions of a similar nature may be grouped and answered
as a whole and responses, where permissible will be publish after
the meeting. Information that is required to be published by
the Act in relation to this GM will be displayed on the following
website www.benscreek.com.
