TIDMGRIT
RNS Number : 6668V
Global Resources Investment Tst PLC
15 December 2021
15 December 2021
Global Resources Investment Trust plc
'GRIT' or 'the Company'
Notice of a General Meeting
The Company yesterday published a shareholder circular in
connection with certain proposals to approve a share capital
reorganisation, to seek authorities to issue New Ordinary Shares
both as regards the conversion of outstanding convertible loan
notes ("CLNs") and in respect of a further equity fundraise, to
adopt new articles of association and to change the name of the
Company to "GRIT Investment Trust plc".
The purpose of the document is to convene a General Meeting at
which the requisite new shareholder authorities will be sought. The
General Meeting will be held at 10.00 a.m. on 7 January 2022 as a
virtual meeting.
Detailed background to the proposals is set out in the circular,
with the Board now being in a position to commence the re-building
of a diverse portfolio of natural resources investments and with
the intention of raising a minimum of GBP1 million and up to GBP5
million to advance this process. This will require inter alia a
prospectus (which is currently being prepared for submission to the
FCA) and Shareholder approval as the Company currently has
insufficient authorities to issue further equity securities to the
holder of the two tranches of the CULNs.
General Meeting
At the General Meeting Shareholders will be asked to consider
and, if thought fit, approve five resolutions.
1 Share Capital Reorganisation
The Convertible Loan Notes convert into Existing Ordinary Shares
at a price of 0.25p. This is below the current nominal value of the
Existing Ordinary Shares. As a Company cannot issue shares at less
than nominal value it is proposed that the Company performs a
technical share capital reorganisation to remedy this technical
issue. The share capital reorganisation will have no economic
implications for Shareholders.
It is proposed that each Existing Ordinary Share of 1p is
sub-divided into one ordinary share of 0.25p and one Deferred Share
of 0.75p. Each 10 ordinary shares of 0.25p each will then be
consolidated into a New Ordinary Share of 2.5 pence. The rights
attaching to the New Ordinary Shares will be identical in all
respects to those of the Existing Ordinary Shares. The Deferred
Shares will have no voting rights, no entitlement to attend General
Meetings of the Company, no right to any dividend or other
distribution and will carry only the right to participate in any
return of capital to the extent of the amount paid up or credited
as paid up on each Deferred Share after the holders of Ordinary
Shares have received, in aggregate, capital repayments amounting to
GBP100,000,000. Accordingly, the Deferred Shares will, for all
practical purposes, be valueless and it is the Board's intention,
at an appropriate time, to apply to the Court to cancel the
Deferred Shares.
The share capital reorganisation will necessitate a new ISIN and
SEDOL number for the New Ordinary Shares. The new ISIN and SEDOL
numbers will be GB00BL594W83 and BL594W8. The Company will confirm
the change of ISIN number by RNS when the change becomes effective.
The ticker of GRIT will remain the same, as will the Company's
website address of www.grinvestmenttrust.com.
The New Ordinary Shares will result from a reorganisation of the
share capital of the Company. Accordingly, holders of Existing
Ordinary Shares should not normally be treated as making a disposal
of all or part of their holding of Existing Ordinary Shares by
reason of the share capital reorganisation being implemented. The
New Ordinary Shares which replace their holding of Existing
Ordinary Shares as a result of the share capital reorganisation
will be treated as the same asset acquired at the same time as
their holding of Existing Ordinary Shares was acquired.
2 Share Authorities
The Directors are not able to allot any shares unless they have
been given the authority to do so by Shareholders in accordance
with the Companies Act 2006 (as amended) (the "Act"). Furthermore,
the pre-emption rights, which attach to the Ordinary Shares by
virtue of the provisions of the Act and the Financial Conduct
Authority's Listing Rules, and prevent the Directors from issuing
the shares without first offering them to the existing Shareholders
in proportion to their existing holdings, may only be disapplied
with the express authority from Shareholders.
3 The need for additional authorities
When re-capitalising the Company in August, the Directors issued
convertible loan notes and agreed to convene a General Meeting of
shareholders to seek the requisite authority to effect the
conversion of those loan notes into ordinary shares. The Directors
also seek authority to conduct a new fundraise to raise additional
funds to implement the investment strategy.
The proposed new share authorities
The authorities sought by the Directors pursuant to resolutions
2 and 3 will allow the Directors to issue 24,634,707 New Ordinary
Shares on the conversion of the outstanding CULNs (being 666,667
New Ordinary Shares resulting from GBP100,000 in face value of
CULNs converting at 15 pence per New Ordinary Share and 23,968,040
shares resulting from GBP599,201 in face value of CULNs converting
at 2.5 pence per New Ordinary Share (in both cases the foregoing
numbers reflect the effect of the share reorganisation) and to
issue up to 42,000,000 New Ordinary Shares to raise additional
capital for the Company to implement the investment policy. The
authority for the issue of 42,000,00 New Ordinary Shares represents
approximately 142% of the issued share capital after conversion of
the CULNs. However, whilst the Directors appreciate this is a
request for a substantial disapplication of shareholders'
pre-emptive rights, the Directors are also mindful that the capital
starting point to implement the investing policy is low and
additional cash resources will be required to make meaningful
investments.
Any issue of New Ordinary Shares will first require, or be
conditional upon, the publication of a new prospectus by the
Company. The Company is expecting to lodge such a prospectus with
the FCA for review shortly.
Given that the New Ordinary Shares on conversion of the CULNs
will be issued at a greater than 10% discount to the market price
of the shares on the London Stock Exchange plc, resolution 3 seeks
specific authority from Shareholders with respect to the
discount.
4 Adoption of new articles of association
Resolution 4, which will be proposed as a special resolution,
seeks Shareholder approval to adopt new Articles of Association
(the 'New Articles') in order to update the Company's current
Articles of Association. The proposed amendments being introduced
in the New Articles primarily relate to changes in law and
regulation and developments in market practice, and principally
include:
(i) provisions enabling the Company to hold virtual and/or
hybrid Shareholder meetings using electronic means (as well as
physical Shareholder meetings);
(ii) amendments to the provisions relating to the limit on borrowings by the Company;
(iii) increasing the aggregate amount of fees that may be paid
to the Directors for their services as directors of the Company to
GBP500,000 per annum; and
(iv) certain other minor or technical amendments that are
intended to provide increased flexibility for the
Company as technology and payment practices evolve and to
relieve certain administrative burdens on the Company.
A summary of the principal amendments being introduced in the
New Articles is set out in Part 2 of the circular.
5 Change of name
The Directors consider it appropriate at this juncture to change
the name of the Company and Resolution 5, which is proposed as a
special resolution, would approve a change of the Company's name to
"GRIT Investment Trust plc".
The circular to include the notice of general meeting has been
submitted to the Financial Conduct Authority's National Storage
Meachanism (the "NSM") and will be available for inspection on the
NSM website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . This
document will also be available on the GRIT website at https://
www.grinvestmenttrust.com
EXPECTED TIMETABLE
2022
Latest time and date for receipt of Forms 10.00 a.m. on 5 January
of Proxy
General Meeting 10.00 a.m. on 7 January
Record Date 5.30 p.m. on 7 January
Admission to trading of New Ordinary Shares 8.00 a.m. on 10 January
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
Enquiries:
Global Resources Investment Trust plc
Martin Lampshire
Tel: +44 (0) 20 3198 2554
Peterhouse Capital Limited
Lucy Williams/Duncan Vasey
Tel: +44 (0)20 7469 0930
Capitalised terms not otherwise defined in this announcement
have the same meaning given to them in the circular.
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END
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