TIDMCMCL
RNS Number : 0345G
Caledonia Mining Corporation PLC
24 May 2017
Caledonia Mining Corporation Plc
(TSX: CAL, OTCQX: CALVF, AIM: CMCL)
Notice of Posting of AGM Materials
And Proposed Listing on the NYSE MKT LLC
St Helier, May 24, 2017: Caledonia Mining Corporation Plc (the
"Company") announces that a notice of annual general meeting of
shareholders (the "AGM"), management information circular -
solicitation of proxies (the "Circular"), proxy form and letter of
transmittal (the "Letter of Transmittal") have been mailed to
shareholders of the Company. All of these documents are available
on the Company's website at www.caledoniamining.com.
Proposed Listing of the Company's Shares on the NYSE MKT LLC
Summary
-- Special resolutions are proposed at the AGM to consolidate
the share capital of the Company principally in order to facilitate
the listing of the Company's shares on the NYSE MKT LLC ("NYSE
MKT").
-- The minimum share price threshold for listing on NYSE MKT is
US$2 per share; a share price of over US$5 per share is generally
considered necessary to satisfy the eligibility requirements of
certain institutional and retail investors in the US. A share
consolidation which results in the share price exceeding these
thresholds, together with a successful listing, could result in
better overall trading liquidity amongst other benefits.
-- The Company is proposing that its shareholders approve a
share consolidation on the effective basis of 1 Common Share for
every 5 Common Shares.
-- The share consolidation will be conducted by way of a two-stage process consisting of:
o a consolidation of 1 Common Share for every 100 Common Shares;
and
o an immediate division of such consolidated shares into 20
Common Shares for every 1 consolidated Common Share.
-- Shareholders holding less than a "board lot" of Common Shares
prior to the share consolidation will be entitled to receive cash
for their shares based on the share price in Toronto.
The board of directors of the Company believes that the listing
of the Company's shares on NYSE MKT may result in increased trading
liquidity and enable access to a larger pool of potential US
investors. The Company has observed, as part of its due diligence
into a potential listing on a recognised US exchange, that a
significant proportion of dual listed peer comparators with a
listing on NYSE MKT enjoy greater trading liquidity in the US
market than on their other exchanges. The Company has therefore
made submissions to NYSE MKT with a view to listing as soon as
reasonably practicable following the AGM, subject to approval from
NYSE MKT. The NYSE MKT listing application is subject to review by
the NYSE Issuer Regulation Group. While the Company intends to
satisfy all of the NYSE MKT requirements for initial listing, no
assurance can be given that its application will be approved. The
Company currently makes regulatory filings with the US Securities
and Exchange Commission and therefore anticipates minimal
additional regulatory reporting obligations as a result of the
proposed listing.
The minimum share price threshold for listing on NYSE MKT is
US$2 per share; in addition to this requirement, a share price of
over US$5 per share is generally considered necessary to satisfy
the eligibility requirements of institutional and retail investors
in the US. A share consolidation which results in the share price
exceeding these thresholds, providing that the listing is
successful, could potentially result in better overall trading
liquidity, a lower cost of capital and other benefits for the
Company and its shareholders.
The Company is therefore, in summary, proposing that its
shareholders approve a share consolidation on the effective basis
of 1 Common Share for every 5 Common Shares held in order to exceed
the thresholds mentioned above.
The share consolidation will be conducted by way of a two-stage
process consisting of (1) a consolidation into 1 Common Share for
every 100 Common Shares held followed by (2) an immediate division
of such consolidated shares into 20 Common Shares for every 1
consolidated Common Share. The net effect of these two steps will
be an effective 5 into 1 share consolidation.
The rationale for the two-stage process is that, as well as
consolidating the Common Shares to achieve the minimum share price
to satisfy the listing requirements of NYSE MKT and to improve the
marketability of the Common Shares, shareholders holding less than
a "board lot" of Common Shares on a pre-consolidation basis will be
entitled to receive cash for their shares as their shares will,
after the first stage, have been consolidated into fractional
entitlements which will be subject to repurchase by the
Company.
A board lot is a standardised number of shares defined by a
stock exchange as a trading unit. In the case of the Company, a
board lot comprises 100 Common Shares (which is a number typical
for many companies). Shareholders who hold fewer than 100 Common
Shares therefore find it difficult and uneconomic to sell their
shares in the market. The cash price that will be payable to
shareholders who hold less than a board lot on a pre-consolidation
basis will be the average closing share price on the Toronto Stock
Exchange for the 5 trading days preceding the share consolidation
multiplied by the number of their pre-consolidation Common Shares.
The Letter of Transmittal is included with the documents for the
AGM in order that registered shareholders holding more than a board
lot can be credited with the correct number of post-consolidation
Common Shares, they can receive replacement share certificates and
DRS advices and also to enable payment to be made to non-board lot
holders for their Common Shares and for payment for fractional
entitlements of board lot holders to Common Shares that remain
after the final stage of the share consolidation (except in each
case for amounts of GBP5.00 or less). It should be completed by
registered shareholders in accordance with the instructions printed
thereon and returned before 5.00 p.m. (Eastern Time) on June 19,
2017. Further details on the proposed share consolidation are given
in the Circular.
If shareholders pass the special resolutions for the share
consolidation at the AGM, completion and timing of the share
consolidation will remain subject to the discretion of the
Company's board of directors. Further announcements will be made
accordingly in due course but, provided the special resolutions for
the share consolidation are passed by the shareholders, the Company
is targeting the listing on or about the middle of July 2017.
In terms of other special business at the AGM, further
resolutions are proposed which, if approved, will give the Company
the authority, subject to applicable law, to make on market
buybacks of its securities of up to 10 per cent of its issued share
capital (and, should the need arise, to hold bought back securities
in treasury). The Company currently regards the continuation of its
quarterly dividend policy as its primary means of returning surplus
cash to shareholders. However, the buyback resolution, if passed,
will give the Company another effective method of returning capital
to shareholders should it wish to do so.
Commenting on the proposed listing and share consolidation, the
Company's Chairman Leigh Wilson said:
"The company's proposed listing on NYSE MKT is a further step
towards the transformation on which the business embarked with the
adoption of the Investment Plan at Blanket Mine in October 2014.
The main component of this plan is the construction of the new
Central Shaft, which is expected to come into production in 2018
after which we expect production to ramp up to 80,000 ounces of
gold by 2021.
"We expect that the increased gold production from the Blanket
Mine at a lower cost per ounce will result in attractive cash
returns for both the Company's shareholders and Blanket Mine's
local partners and stakeholders. It is appropriate that the
Company's shares are listed on a recognised US exchange that
potentially offers the liquidity and improved access to
institutional and retail investors in the US market which will
support the Company in its next stage of development."
AGM
The AGM will be held at the Company's head and registered office
at 3(rd) Floor, Weighbridge House, Weighbridge, St Helier, Jersey
JE2 3NF on Monday, June 19, 2017 commencing at 9:00 a.m. (UK
time).
For further information please contact:
Caledonia Mining Corporation
Plc Tel: +44 1534 679 802
Mark Learmonth Tel: +44 759 078 1139
Maurice Mason
----------------------------------- ------------------------
WH Ireland Tel: +44 20 7220 1751
Adrian Hadden/Nick Prowting
----------------------------------- ------------------------
Blytheweigh Tel: +44 207 138 3204
Tim Blythe/Camilla Horsfall/Megan
Ray
----------------------------------- ------------------------
Note: This announcement contains inside information which is
disclosed in accordance with the Market Abuse Regulation.
Cautionary Note Concerning Forward-Looking Information
Information and statements contained in this news release that
are not historical facts are "forward-looking information" within
the meaning of applicable securities legislation that involve risks
and uncertainties relating, but not limited to Caledonia's current
expectations, intentions, plans, and beliefs. Forward-looking
information can often be identified by forward-looking words such
as "anticipate", "believe", "expect", "goal", "plan", "target",
"intend", "estimate", "could", "should", "may" and "will" or the
negative of these terms or similar words suggesting future
outcomes, or other expectations, beliefs, plans, objectives,
assumptions, intentions or statements about future events or
performance. Examples of forward-looking information in this news
release include: production guidance, estimates of future/targeted
production rates, and plans and timing regarding further
exploration and drilling and development, the benefits of an NYSE
MKT listing including increased trading activity and greater number
of US institutional and retail shareholders and marketability of
the Company's securities, the ability to meet the NYSE MKT listing
standards, the timing for completion of an NYSE MKT listing, the
minimal additional regulatory burden of an NYSE MKT listing, the
benefits of a reverse share consolidation including greater
liquidity and lower cost of capital, and the timing for the share
consolidation. This forward looking information is based, in part,
on assumptions and factors that may change or prove to be
incorrect, thus causing actual results, performance or achievements
to be materially different from those expressed or implied by
forward-looking information. Such factors and assumptions include,
but are not limited to: failure to establish estimated resources
and reserves, the grade and recovery of ore which is mined varying
from estimates, success of future exploration and drilling
programs, reliability of drilling, sampling and assay data,
assumptions regarding the representativeness of mineralization
being inaccurate, success of planned metallurgical test-work,
capital and operating costs varying significantly from estimates,
delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, inflation, changes in
exchange rates, fluctuations in commodity prices, delays in the
development of projects delays in receipt of NYSE MKT approval,
delays in undertaking the share consolidation, failure to meet the
NYSE MKT listing standards, failure to achieve increased liquidity,
failure to achieve increased US retail and institutional investor
participation and other factors.
Potential shareholders and prospective investors should be aware
that these statements are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those suggested by the forward-looking
statements. Such factors include, but are not limited to: risks
relating to estimates of mineral reserves and mineral resources
proving to be inaccurate, fluctuations in gold price, risks and
hazards associated with the business of mineral exploration,
development and mining, risks relating to the credit worthiness or
financial condition of suppliers, refiners and other parties with
whom the Company does business; inadequate insurance, or inability
to obtain insurance, to cover these risks and hazards, employee
relations; relationships with and claims by local communities and
indigenous populations; political risk; availability and increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development, including the risks
of obtaining or maintaining necessary licenses and permits,
diminishing quantities or grades of mineral reserves as mining
occurs; global financial condition, the actual results of current
exploration activities, changes to conclusions of economic
evaluations, and changes in project parameters to deal with
unanticipated economic or other factors, risks of increased capital
and operating costs, environmental, safety or regulatory risks,
expropriation, the Company's title to properties including
ownership thereof, increased competition in the mining industry for
properties, equipment, qualified personnel and their costs, risks
relating to the uncertainty of timing of events including targeted
production rate increase the share consolidation and the NYSE MKT
listing, risks that the increased liquidity and increased
institutional shareholder participation will not occur as a result
of the share consolidation and NYSE MKT listing and currency
fluctuations. Shareholders are cautioned not to place undue
reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent
risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, forecasts, projections and
various future events will not occur. Caledonia undertakes no
obligation to update publicly or otherwise revise any
forward-looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGUCUAUPMGBW
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