TIDMPLMO
RNS Number : 7556H
Polemos PLC
14 March 2018
For Immediate Release 14 March 2018
Polemos Plc
("Polemos" or the "Company")
Posting of Notice of General Meeting
Polemos (AIM: PLMO) is pleased to announce that, further to the
announcement of 8 March 2018, the Company has today posted its
Circular convening its Notice of General Meeting (the "GM") to
shareholders; a copy of which will also be available on the
Company's website: http://www.polemos.com. The GM has been convened
to approve the second tranche of the Placing announced on 8 March
2018 (the "Conditional Placing"), grant Directors authority to
issue a further 1,965,220,000 new Ordinary Shares (pre Share
Consolidation) on a non-pre-emptive basis, representing
approximately 25% of the Further Enlarged Issued Share Capital, and
a 100:1 Share Consolidation.
The General Meeting is to be held at 10:30am. on 3 April 2018 at
the offices of Hill Dickinson LLP at Broadgate Tower, 20 Primrose
Street, London, EC2AV 6DN.
The GM will be held to consider the following resolutions:
Resolutions at the General Meeting
Resolution 1 - Authority of Directors to allot shares -
Conditional Placing
This is an ordinary resolution granting general authority to the
Directors to allot new Ordinary Shares up to an aggregate nominal
amount of GBP140,000 for the Conditional Placing. The authority
will expire at the commencement of the next annual general meeting
of the Company.
Resolution 2 - Dis-application of pre-emption rights -
Conditional Placing
This is a special resolution authorising the Directors to allot
new Ordinary Shares for cash up to the thresholds described in
Resolution 1 on a non pre-emptive basis pursuant to the authority
conferred by Resolution 1 above for the Conditional Placing. This
authority will expire at the commencement of the next annual
general meeting of the Company.
Resolution 3 - Authority of Directors to allot shares
This is an ordinary resolution granting general authority to the
Directors to allot new Ordinary Shares up to an aggregate nominal
amount of GBP196,522. The authority will expire on the date of the
next annual general meeting of the Company.
Resolution 4 - Dis-application of pre-emption rights
This is a special resolution authorising the Directors to allot
new Ordinary Shares for cash up to the thresholds described in
Resolution 3 on a non pre-emptive basis pursuant to the authority
conferred by Resolution 3 above. This will allow the Board to allot
new Ordinary Shares without recourse to the Shareholders so that it
can issue new Ordinary Shares for cash, grant options and allot new
Ordinary Shares to directors, employees and consultants pursuant to
share option and incentives plans of the Company and move quickly
from time to time as it deems appropriate. If the authority is
granted, it would only be exercised if the Directors believe that
to do so would be in the best interest of the Shareholders as a
whole. This authority will expire at the commencement of the next
annual general meeting of the Company.
Resolution 5 - Authority of Directors to allot shares pursuant
to the Placing Warrants
This is an ordinary resolution granting general authority to the
Directors to allot new Ordinary Shares up to an aggregate nominal
amount of GBP410,000 in respect of the Placing Warrants.
Resolution 6 - Dis-application of pre-emption rights pursuant to
the Placing Warrants
This is a special resolution authorising the Directors to allot
new Ordinary Shares for cash up to the thresholds described in
Resolution 5 to permit the exercise of the Placing Warrants for
cash on a non-pre-emptive basis.
Resolution 7 - Consolidation
This is an ordinary resolution seeking approval of the
Consolidation.
For the avoidance of doubt, the share authorities in resolutions
1 - 5 (inclusive) above are shown on a pre-Consolidation basis and
will be adjusted on the basis of the proposed Consolidation ratio
of 1 New Ordinary Share for every 100 Existing Ordinary Shares
following the passing of resolution 7 above.
Further information in connection with the proposed Share
Consolidation is provided in Appendix 1 to this announcement.
The Company also announces that in relation to the Convertible
Loan Debentures ("CLD's") issued on 31 January 2018, the Company
has issued GBP50,000 of CLD's and not GBP80,000 as previously
announced.
END.
For further information, please contact:
Polemos PLC
Hamish Harris, Executive Chairman
Beaumont Cornish Limited (Nomad)
Roland Cornish/ James Biddle
Tel: +44 (0) 20 7628 3396
www.beaumontcornish.com
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams
Tel: +44 (0) 20 7469 0930
Novum Securities Limited (Joint Broker)
Colin Rowbury
Tel: +44 (0) 2073999400
Appendix 1
In respect of Resolution 7, should Shareholders approve the
Share Consolidation the resultant share in issue, following
completion of the Share Consolidation would be as follows:
Existing Ordinary Shares 5,160,915,400
Enlarged Existing Ordinary Shares 7,860,915,400(1)
Further Enlarged Existing Ordinary Shares 9,260,915,400(2)
New Ordinary Shares in issue immediately following the
Consolidation 92,609,154(3)
Nominal share value following the Consolidation 1p
(1) This includes the Placing Shares
(2) This includes the Placing Shares and Conditional Placing
Shares
(3) Assumes no other Ordinary Shares being issued (other than
Placing Shares and Conditional Placing Shares) between the date of
this document and the Record Date.
The expected timetable is as follows:
2018
Publication date of this document 14 March
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on
30 March
General Meeting 10.30 a.m. on 3 April
Record Date 6.00 p.m. on 3 April
Effective time of the Consolidation and
dealings in New Ordinary Shares expected to commence on AIM 8.00 a.m. on 4 April
CREST accounts credited with New Ordinary Shares 4 April
Anticipated date of dispatch of definitive share certificates
Within 10 Business Days
in respect of New Ordinary Shares of Admission
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 14, 2018 12:36 ET (16:36 GMT)
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