TIDMKZG
RNS Number : 9573K
Kazera Global PLC
02 September 2019
Kazera Global plc
Notice of General Meeting
Conditional Placing
Proposed Share Reorganisation
Kazera Global plc ("Kazera Global", "Kazera" or the "Company")
announces that a Circular and Notice of General Meeting relating to
the Conditional Placing and Proposed Share Reorganisation announced
on 27 August 2019 has been sent to the Company's shareholders and
is available on the Company's website at www.kazeraglobal.com. The
General Meeting will be held at the offices of Osborne Clarke LLP,
2 Temple Back East, Temple Quay, Bristol BS1 6EG at 9.00 a.m. on 23
September 2019. The General Meeting has been convened to consider
and if thought fit approve the Resolutions set out in the Circular
and the Notice.
Conditional Placing
As announced on 27 August 2019 the Company has conditionally
raised a total of GBP400,000 (before expenses) via a placing by
Peterhouse Capital Limited ("Peterhouse") of a total of 66,666,667
new ordinary shares in the Company (the "Placing Shares") at a
price of 0.6 pence per Placing Share (the "Placing Price) (the
"Placing"). In addition, a further 3,000,000 new ordinary shares
are to be issued in lieu of fees to Peterhouse at the Placing Price
(the "Fee Shares") (together the "Placing Shares" and the "Fee
Shares" are the "New Ordinary Shares") (together the
"Fundraise").
The New Ordinary Shares have been placed subject to, inter alia,
shareholder approval at the General Meeting and subject to
admission to trading on AIM. Application will be made to the London
Stock Exchange for admission of all 69,666,667 New Ordinary Shares,
including the 66,666,667 Placing Shares, to trading on AIM and it
is expected that Admission will occur at 8:00 a.m. on 24 September
2019.
Proposed Share Reorganisation
As a matter of English law, the Company is unable to issue the
Placing Shares at an issue price which is below the shares' nominal
value (which is currently 1 penny per share). Accordingly, the
Board is proposing a Share Reorganisation whereby the entire
existing share capital, consisting of 286,561,207 Ordinary Shares
of 1 penny nominal value each, are sub-divided into 286,561,207
Ordinary Shares of 0.1 pence nominal value each and 286,561,207
Deferred Shares of 0.9 pence nominal value each. The Share
Reorganisation will allow the Company to implement the Placing at
the Issue Price.
Further information regarding the Proposed Share Reorganisation
including a timetable and key statistics are included in the
Appendix to this announcement which can be found below.
Recommendation
The Directors consider that the Placing will promote the success
of the Company for the benefit of its members. Accordingly, the
Directors unanimously recommend and strongly urge Shareholders to
vote in favour of the Resolutions at the General Meeting as they
intend to do in respect of their own beneficial holdings of
29,670,248 Ordinary Shares representing approximately 10.35 per
cent. of the Existing Ordinary Shares in issue as at the last
practicable date before publication of this document.
Circular
Extracts from the Circular are set out below, to provide details
of the Placing and Share Reorganisation, to explain the background
to and the reasons for why the Directors recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the General Meeting. Details of the Expected Timetable of Principal
Events and the Key Statistics are also set out below.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular containing notice of the General Meeting.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
--S--
Kazera Global plc (c/o Camarco) Tel: +44 (0)203 757
Larry Johnson (CEO) 4980
finnCap (Nominated Adviser and Joint Tel: +44 (0)207 220
broker) 0500
Scott Mathieson / Anthony Adams (corporate
finance)
Shore Capital (Joint broker) Tel: +44 (0)207 408
Jerry Keen (corporate broking) 4090
Peterhouse Corporate Finance Limited Tel: +44 (0)207 220
Duncan Vasey / Lucy Williams 9797
Camarco (PR)
Gordon Poole / James Crothers / Monique
Perks
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Announcement of the General Meeting 2 September
Date of publication of this document 2 September
Last date and time for receipt of Forms of 9.00 a.m. 19September
Proxy
General Meeting 9.00 a.m. 23 September
Share Reorganisation effective 6.00 p.m. 23 September
Creation of the Deferred Shares 6.00 p.m. 23 September
Admission and commencement of dealings in 8.00 a.m. 24 September
Placing Shares (and Ordinary Shares (post
Share Reorganisation)) on AIM
CREST accounts credited with Placing Shares 24 September
in uncertificated form
Definitive share certificates in respect by 3 October
of Placing Shares in certificated form despatched
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of a Regulatory Information Service
announcement. All events listed in the above timetable following
the General Meeting are conditional on the passing of the
resolutions at the General Meeting.
References to time in this document and the Notice of General
Meeting are to British Summer Time.
If you have any questions, please call Link Asset Services on
+44 (0) 371 664 0321. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. The helpline
is open between 9.00 am - 5.30 pm, Monday to Friday excluding
public holidays in England and Wales. Please note that Link Asset
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
KEY STATISTICS
Existing Ordinary Shares in issue as at the date of the Document 286,561,207
Par value of Existing Ordinary Shares 1 penny
Par value of the New Ordinary Shares following the Share Reorganisation 0.1 pence
Par value of the Deferred Shares 0.9 pence
New Ordinary Shares to be issued as part of the Placing 66,666,667
New Ordinary Shares to be issued for fees in relation to the Placing 3,000,000
Enlarged Share Capital following the Placing and the Share Reorganisation 356,227,874
Placing Shares as a percentage of the Enlarged Share Capital 18.87 per cent.
Placing Price of the New Ordinary Shares 0.6 pence
Gross proceeds of the Placing GBP400,000
Notes:
The figures assume that no options are exercised prior to
Admission.
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006;
"Admission" the admission of the Placing Shares to
trading on AIM having become effective
in accordance with the AIM Rules;
"AIM" the AIM Market, a market operated by the
London Stock Exchange;
"AIM Rules" together, the rules published by the London
Stock Exchange governing the admission
to, and the operation of, AIM, consisting
of the AIM Rules for Companies (including
the guidance notes thereto) and the AIM
Rules for Nominated Advisers, published
by the London Stock Exchange from time-to-time;
"Articles" the articles of association of the Company
(as amended from time to time);
"Board" or "Directors" the board of directors of the Company,
as at the date of this document, whose
names are set out on page 8 of this document;
"Circular" or "this this document, including the Notice at
Document" the end of this document and the Form of
Proxy;
"City Code" City Code on Takeover and Mergers;
"Company" or "Kazera" Kazera Global Plc, incorporated and registered
in England & Wales under the Companies
Act 1985, registered number 05697574 and
having its registered office at Lakeside,
Fountain Lane, St. Mellons, Cardiff, CF3
0FB;
"CREST" the relevant system for paperless settlement
of share transfers and the holding of shares
in uncertificated form, which is administered
by Euroclear UK & Ireland Limited;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001/3755), as amended from
time to time;
"Deferred Shares" deferred shares of 0.9 pence each in the
capital of the Company following the passing
of the Resolutions;
"Effective Time" 6.00 p.m. on 23 September 2019 (or, if
the General Meeting is adjourned, 6.00
p.m. on the date of the adjourned General
Meeting);
"Existing Ordinary the 286,561,207 ordinary shares of 1 penny
Shares" each in issue at the date of this document;
"Form of Proxy" the form of proxy for use by the Shareholders
in connection with the General Meeting
"General Meeting" the General Meeting of the Shareholders
or "GM" of the Company to be held at 23 on September
2019 at 9.00 a.m.;
"Group" the Company together with its subsidiaries,
both directly and indirectly owned;
"Issue price" 0.6 pence per Placing Share;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the ordinary shares of 0.1 pence each in
the capital of the Company upon the Share
Reorganisation becoming effective at the
Effective Time;
"Notice" the notice of the General Meeting, which
is set out at Part II of this document;
"Ordinary Shares" ordinary shares in the capital of the Company
having a nominal value of 1 penny each
prior to the Share Reorganisation becoming
effective at the Effective Time and having
a nominal value of 0.1 pence upon the Share
Reorganisation becoming effective at the
Effective Time;
"Placee" a subscriber for Placing Shares under the
Placing;
"Placing" the conditional placing of the Placing
Shares by Peterhouse with certain institutional
and other investors at the Issue Price;
"Placing Shares" the 66,666,667 New Ordinary Shares to be
issued pursuant to the Placing;
"Proposals" The Placing abs the Share Reorganisation;
"Registrars" Link Asset Services;
"Resolutions" the resolutions to approve the Proposals,
which are set out in the Notice at the
end of this document;
"Share Reorganisation" the proposed subdivision of each Existing
Ordinary Share with a nominal value of
1 penny into one New Ordinary Share with
a nominal value of 0.1 pence and one Deferred
share with a nominal value of 0.9 pence,
further details of which are set out in
paragraph 4 of the Letter from the Chairman
in this document;
"Shareholder(s)" holder(s) of the Ordinary Shares;
"UKLA" the Financial Conduct Authority, in its
capacity as the UK Listing Authority;
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland; and
"Uncertificated" recorded on the register of Ordinary Shares
or "in Uncertificated as being held in uncertificated form in
Form" CREST, entitlement to which by virtue of
the CREST Regulations, may be transferred
by means of CREST.
PLACING OF 66,666,667 NEW ORDINARY SHARES AT A PRICE OF 0.6
PENCE PER SHARE
TO RAISE GBP400,000
SHARE REORGANISATION
NOTICE OF GENERAL MEETING
1. Introduction
The Company announced on 27 August 2019 a conditional placing
with certain institutional and other investors, to raise GBP400,000
before expenses through the issue of 66,666,667 New Ordinary Shares
at the Issue Price (referred to in this document as, the "Placing
Shares").
The Issue Price is at a discount of approximately 17% per cent.
to the closing middle market price of 0.72 pence per Existing
Ordinary Share on 23 August 2019 (being the last practicable date
before the announcement of the Placing).
The purpose of this document is to provide you with details of
the Placing, to explain the background to and the reasons for the
Placing and why the Directors recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting. As
the Placing Price is below the nominal value of the Company's
Existing Ordinary Shares, the Company needs to effect the Share
Reorganisation to facilitate the Placing, and further details of
the Share Reorganisation are set out in paragraph 4 below.
The Placing and Share Reorganisation are each conditional, inter
alia, on the passing of the Resolutions by Shareholders at the
General Meeting, notice of which is set out at the end of this
document. If the Resolutions are passed, admission of the Placing
Shares to trading on AIM is expected to occur at 8.00 a.m. on 24
September 2019.
2. Background to and reasons for the Placing
The Directors believe that it is prudent for the Company to seek
further capital at this time to fund the Group's trade. The use of
proceeds of the Placing are set out in paragraph 5 below.
The Directors believe the Placing to be the most appropriate way
to provide the capital necessary to meet the Company's future
requirements. As at 30 August 2019, the Company held cash and cash
equivalents of approximately GBP200,000, (unaudited), and had no
bank borrowings.
The fundraise has been conducted with the intention of
minimising the associated costs, both direct and in terms of
limited management time. Taking that into account the Company has
reluctantly decided not to make an offer for subscription to the
Shareholders on this occasion.
3. Details of the Placing
3.1. Placing
As announced on 27 August 2019 the Company has conditionally
raised GBP400,000 before expenses through the Placing. Application
will be made to the London Stock Exchange for the New Ordinary
Shares, including the Placing Shares, to be admitted to trading on
AIM and it is expected that Admission will become effective and
that dealings in the New Ordinary Shares, including the Placing
Shares, will commence on AIM at 8.00 a.m. on 24 September 2019.
Assuming no options are exercised prior to Admission, the Placing
Shares will represent approximately 18.87% of the ordinary share
capital of the Company in issue immediately following
Admission.
In addition, 3,000,000 New Ordinary Shares will be issued in
satisfaction of fees to Peterhouse in connection to the Placing.
Additionally, the Company will issue Peterhouse with 3,333,333
broker warrants, exercisable at the Placing Price for a period of
36 months from the date of Admission.
3.2. General
All Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Ordinary Shares in
issue from time to time, including the right to receive all
dividends and other distributions declared on or after the date on
which they are issued.
For details as to the expected date and times by which certain
events (e.g. Admission, the crediting of CREST accounts and the
dispatch of share certificates) are expected to happen in relation
to the Placing Shares and the Share Reorganisation, please refer to
the information on page 4 (Expected Timetable of Principal Events)
of this document.
4. Share Reorganisation
4.1. General
The nominal value of the Existing Ordinary Shares is currently 1
penny per share. As a matter of English law, the Company is unable
to issue the Placing Shares at an issue price which is below their
nominal value. It is therefore proposed to sub-divide the entire
existing share capital, both issued and to be issued, consisting of
286,561,207 Ordinary Shares of 1 penny nominal value each, into
286,561,207 Ordinary Shares of 0.1 pence nominal value each and
286,561,207 Deferred Shares of 0.9 pence nominal value each, thus
enabling the Company to lawfully implement the Placing at the Issue
Price.
Each New Ordinary Share resulting from the Share Reorganisation
will have the same rights (including voting and dividend rights and
rights on a return of capital) as each Existing Ordinary Share
except that they will have a nominal value of 0.1 pence each.
The Deferred Shares will, as their name suggests, have very
limited rights which are deferred to the Ordinary Shares and will
effectively carry no value as a result. Accordingly, the holders of
the Deferred Shares will not be entitled to receive notice of,
attend or vote at general meetings of the Company, nor be entitled
to receive any dividends or any payment on a return of capital
until at least GBP10,000,000 has been paid on each Ordinary Share.
No application will be made for the Deferred Shares to be admitted
to trading on AIM.
The Company will also be given power to arrange for all the
Deferred Shares to be transferred to a custodian or to be purchased
for nominal consideration only without the prior sanction of the
holders of the Deferred Shares. No share certificates for the
Deferred Shares will be issued.
No new certificates for the Existing Ordinary Shares will be
dispatched if the Share Reorganisation becomes effective.
A request will be made to the London Stock Exchange to reflect
on AIM the sub-division of the Existing Ordinary Shares into New
Ordinary Shares of 0.1 pence each. Each Existing Ordinary Share
standing to the credit of a CREST account will be subdivided into
one New Ordinary Share of 0.1 pence each and one Deferred Share of
0.9 pence each at 6.00 p.m. on 23 September 2019.
Following the Share Reorganisation, the ISIN code for the
Ordinary Shares will remain unchanged.
4.2. Taxation
Any person who is in any doubt as to his tax position or who is
subject to tax in a jurisdiction other than the United Kingdom is
strongly recommended to consult his professional tax adviser
immediately.
5. Use of Proceeds
The Company is raising funds to complete further drilling over
the Purple Haze, White City and Signaalberg acreage with the
ultimate aim of reporting a more comprehensive JORC Compliant
Mineral Resource which the Directors believe will provide the
platform required to engage in discussions with potential
interested parties for the next stage of project funding required
and for general working capital purposes.
6. Shareholder Approval
For the Placing and the Share Reorganisation to proceed,
Shareholder approval is required to:
(a) effect the Share Reorganisation; and
(b) give the Directors the authority to allot the Placing Shares
and to dis-apply statutory pre-emption rights in respect
thereof.
In order to obtain the necessary Shareholder approval, a General
Meeting of the Company is to be held at which the Resolutions will
be proposed. Further information regarding the General Meeting is
set out in paragraph 7 below.
The Directors believe the Placing to be the most appropriate way
to provide the capital necessary to meet the Company's future
requirements. Should the Placing not proceed for any reason, the
Company would need to find alternative funding and face future
uncertainty. The Directors urge Shareholders to vote in favour of
the Resolutions set out in the Notice.
7. General Meeting
A notice convening the General Meeting to be held at the offices
of Osborne Clarke, 2 Temple Back East, Temple Quay, Bristol, BS1
6EG at 9.00 a.m. on 23 September 2019 is set out at the end of this
document.
8. Action to be taken by Shareholders
Whether or not you intend to be present at the meeting you are
requested to complete a proxy vote either online at
www.signalshares.com, by Crest as set out in the notes below, or in
hard copy by requesting a proxy form from Link Asset Services on
the contact details set out in the notes of the notice of meeting.
Hard copy proxy forms and any proxy votes should be completed,
signed and returned to the Company's registrars, Link Asset
Services, The Registry, PXS, 34 Beckenham Road, Beckenham, Kent BR3
4TU as soon as possible but in any event so as to arrive not later
than 9.00 a.m. on 19 September 2019. The completion and return of a
Proxy vote will not preclude you from attending the General Meeting
and voting in person should you subsequently wish to do so.
9. Recommendation
The Directors consider that the Placing will promote the success
of the Company for the benefit of its members as a whole.
Accordingly, the Directors unanimously recommend and strongly urge
Shareholders to vote in favour of the Resolutions at the General
Meeting as they intend to do in respect of their own beneficial
holdings of 29,670,248 Ordinary Shares representing approximately
10.35 per cent. of the Existing Ordinary Shares in issue as at the
last practicable date before publication of this document.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGSSMFIEFUSELU
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