23 November
2015
Conroy Gold and Natural Resources plc
(“Conroy” or “the Company”)
CAPITAL
REORGANISATION AND CONSOLIDATION
__________________________________________________________________
Conroy Gold and Natural Resources
plc (AIM: CGNR, ESM: CGNR.I), the gold exploration and development
company focused on Ireland and
Finland, announces a proposed
capital reorganisation of its share capital (“Capital
Reorganisation”).
The Capital Reorganisation comprises firstly a subdivision of
the Existing Ordinary Shares (and also the unissued but authorised
Ordinary Shares) and secondly a consolidation of the subdivided
Ordinary Shares to create the New Ordinary Shares. The effect of
the Capital Reorganisation is to reduce the number of Ordinary
Shares in issue by a multiple of approximately 100.
The Board considers it to be in the best interests of the
Company and Shareholders as a whole, and it recommends that
Shareholders vote in favour of the Special Resolution, to effect
the Capital Reorganisation, to be proposed at the Annual General
Meeting (“AGM”) of the Company to be held at 10.30am on 14 December
2015 at The Clyde Court Hotel, Lansdowne Road, Dublin 4, D02 X2K6.
Background to and reasons for the
proposed reorganisation
The Company’s Ordinary Shares have recently traded at a discount
to their nominal value of €0.01. As the Company cannot issue shares
at a discount to the nominal value, the Board is proposing the
Capital Reorganisation.
In addition, it is the Board’s view that the increased share
price, which the Directors expect will result from the Capital
Reorganisation will be more attractive to a greater number of
investors. Accordingly, Shareholders will be asked at the Annual
General Meeting to approve a sub-division of the Company’s Ordinary
Shares which will have the effect of reducing the nominal value
followed immediately by the consolidation of shares which will
reduce the number of ordinary shares in issue.
The Capital Reorganisation also involves subdividing each issued
Existing Ordinary Share into one Ordinary Share and one Deferred
Share and subdividing each of the unissued Existing Ordinary Shares
into 1,000 Ordinary Shares of €0.00001. The issued and unissued
ordinary shares will be consolidated into New Ordinary Shares
(“Consolidated Shares”) of €0.001 each. Immediately following the
Capital Reorganisation, each existing Shareholder will hold 1
Consolidated Share and 100 Deferred Shares in place of each 100
Existing Ordinary Shares.
New certificates representing the Consolidated Shares will be
issued as soon as practicable after the Record Date. No share
certificates will be issued for the Deferred Shares.
From listing of the Consolidated Shares, shareholders’ existing
ordinary shares of €0.01 each share certificates will no longer be
valid. The Company expects to dispatch definitive share
certificates to shareholders, at the holders’ risk, in respect of
the Consolidated Shares held in certificated form by 5 January, 2016.
Following the Capital Reorganisation, and assuming no further
Existing Ordinary Shares are issued between the date of this
Circular and the Capital Reorganisation becoming effective, the
issued share capital will comprise 4,373,207 Consolidated Shares
and 744,100,571 Deferred Shares (comprising the Deferred Shares and
the Existing Deferred Shares).
Application will be made to the London Stock Exchange and the
Irish Stock Exchange for the Consolidated Shares to be admitted to
trading on AIM and the ESM, respectively. Conditional on, inter
alia, the passing of the Resolutions, it is expected that Admission
will become effective and that dealings in the Consolidated Shares
on AIM will commence on 15 December
2015.
Deferred Shares
The Deferred Shares will have no right to vote, attend or speak
at general meetings of the Company and will have no right to
receive any dividend or other distribution and will have only
limited rights to participate in any return of capital on a
winding-up or liquidation of the Company. No application will be
made to the London Stock Exchange or the Irish Stock Exchange for
admission of the Deferred Shares to trading on AIM or the ESM.
The Circular and AGM Notice have been posted to shareholders and
are available to view on the Company’s website,
www.conroygoldandnaturalresources.com.
Professor Richard
Conroy, Chairman commented:
“The Company has made significant
progress towards bringing Clontibret into production and the Board
believes that the reorganisation of the share capital will assist
in the development of the Company as we move from exploration to
development. The Board believes the changes to be in the best
interests of the Company and therefore its shareholders and we
therefore recommend that shareholders support the resolution at the
AGM.”
For further information please contact:
Conroy Gold and
Natural Resources plc |
Tel:
+353-1-661-8958 |
Professor Richard
Conroy, Chairman |
|
Sanlam Securities
UK Limited (Nomad) |
Tel:
+44-20-7628-2200 |
Virginia Bull/Simon
Clements |
|
Hybridan LLP
(Broker) |
Tel:
+44-20-3713-4580 |
Claire Louise
Noyce/Niall Pearson/William Lynne |
|
IBI Corporate
Finance Limited (ESM Adviser) |
Tel:
+353-766-234-800 |
Ger Heffernan / Jan
Fitzell |
|
Lothbury Financial
Services |
Tel:
+44-20-3290-0707 |
Michael Padley |
|
Hall
Communications |
Tel:
+353-1-660-9377 |
Don Hall |
|
Visit the website at:
www.conroygold.com