TIDMMRG TIDMSLP
RNS Number : 6397I
Mercury Recycling Group PLC
27 July 2012
27 July 2012
Mercury Recycling Group Plc ("Mercury" or the "Company")
Notice of General Meeting, Posting of Admission Document,
Restoration of Trading on AIM and Trading Update
On 7 March 2012, the Company announced it had entered into a
conditional agreement with a wholly-owned subsidiary of Sylvania
Platinum Limited ("Sylvania") and Sylvania itself for the
acquisition of the Ironveld Group, which has rights to the
vanadium-bearing Ti-magnetite iron ore assets of the Sylvania
Group, for approximately GBP13.7 million. The Board of Mercury is
pleased to announce that having now satisfied certain conditions in
the agreement, it is seeking Shareholder approval to proceed with
the Acquisition, the Placing and re-admission of the Enlarged Group
to trading on AIM which is proposed to be renamed Ironveld plc.
Highlights
-- Repositioning of Company as "Ironveld plc" to develop iron
ore projects within the Bushveld Complex, South Africa
-- Placing to raise GBP3.0 million to fund exploration and development work
-- Proposed formation of highly experienced New Board with long
standing knowledge of the Project area and in-depth capital markets
experience
The Ironveld Group
The Ironveld Group has interests in Prospecting Rights in the
Northern Limb of the Bushveld Complex north of Mokopane, South
Africa. The Rights cover a group of seven adjacent farms, namely
Cracouw, Harriets Wish, Aurora, Nonnenwerth and Kransplaats in the
Capricorn District Municipality, and La Pucella and Altona in the
Waterberg District Municipality, all in Limpopo Province. In total,
the Rights cover an area of 165 km(2) . The Ironveld Group intends
to mine the Ti-magnetite iron ore as feedstock for its own pig iron
plant.
The New Board intends that the Project should be developed
rapidly with the intention to commence production in 2015, subject
to receipt of the appropriate Mining Rights and securing the
necessary funding. The New Board will consider other iron ore
opportunities in the vicinity of the Ironveld Project, when and if
they become available.
Rationale for acquisition
The Current Directors believe that the acquisition of Ironveld
provides Shareholders with a significant opportunity to diversify
its operations and increase shareholder value. In particular the
Current Directors, who have commissioned an independent report into
the Ironveld Project have identified the following characteristics
of the Ironveld Project which they believe differentiates it from
other opportunities within the natural resources sector and makes
it is a less speculative opportunity for Shareholders whilst still
retaining significant upside potential:
-- a high quality resource has already been identified and independently verified;
-- the potential economics of the Ironveld Project are both attractive and realistic;
-- management has a credible infrastructure and logistics plan;
-- a scoping study has already been completed;
-- the drilling programme is well advanced; and
management is targeting an Indicated and Measured Mineral
Resource over the most prospective part of the Main Magnetite Layer
("MML") within the Ironveld Project area by mid 2013 with the
intention to file an application to convert Prospecting Rights to
Mining Rights in mid 2013.
The consideration for the Acquisition comprises the issue of
203,022,285 New Ordinary Shares, to be issued on Completion.
Placing
The Company is also proposing to raise GBP3.0 million (before
expenses) through the issue of 44,444,444 Placing Shares at 6.75
pence for each Placing Share. The net proceeds of the Placing
together with the Group's existing cash resources will be used
principally to fund the exploration and development of the Ironveld
Group's iron ore assets and for the Enlarged Group's general
working capital requirements.
General Meeting
In view of its size, the Acquisition will constitute a reverse
takeover under the AIM Rules and will be conditional, together with
the other Proposals, on the approval of Shareholders.
Each of the Current Directors and certain Shareholders have
irrevocably undertaken to vote in favour of the Resolutions to be
proposed at the General Meeting in respect of any Shares in which
they have an interest, whether direct or indirect, totalling
21,298,743 Shares in aggregate which represents approximately 59.4
per cent of the Existing Ordinary Shares.
An admission document giving details of the proposals and
incorporating a notice convening the General Meeting will be posted
to Shareholders today and will be available on the Company's
website www.mercuryrecycling.co.uk with effect from 7:00am
today.
Consequently, the Company's ordinary shares will be restored to
trading on AIM today at 07:30am.
The General Meeting will be held at the offices of Kuit Steinart
Levy LLP at 3 St Mary's Parsonage, Manchester M3 2RD at 10.00am on
15 August, 2012.
Expected timetable of principal events:
Date
Publication and despatch of this Document 27 July 2012
Recommencement of trading in the Existing Ordinary 8.00am on 27 July 2012
Shares on AIM
Latest time and date for receipt of completed 10.00 am on 13 August
Forms of Proxy to be valid at the General Meeting 2012
General Meeting 10.00 am on 15 August
2012
Completion of the Acquisition 16 August 2012
Cancellation of trading in the Existing Ordinary 8.00am on 16 August
Shares on AIM 2012
Admission becomes effective and trading in 8.00am on 16 August
the Enlarged Issued Share Capital expected 2012
to commence on AIM
Crediting of Placing Shares in uncertificated 16 August 2012
form to CREST accounts
Latest date for despatch of share certificates 30 August 2012
in respect of the Consideration Shares and
the Placing Shares in certificated form
Note: the above dates could change and the revised times and
dates will be notified to Shareholders by means of an announcement
through a Regulatory Information Service
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Admission Document.
For further information, please contact:
Shore Capital and Corporate Limited 020 7408 4090
Stephane Auton / Toby Gibbs (corporate
finance)
Jerry Keen (corporate broking)
F T I Consulting 020 7269 7183
Oliver Winters
Mercury Recycling Group plc 0330 3338246
Nick Harrison
Proposed acquisition of Ironveld Mauritius
Proposed placing of 44,444,444 New Ordinary Shares at 6.75 pence
per share
Proposed change of name to 'Ironveld Plc'
Proposed Capital Reorganisation
Notice of General Meeting
and
Re-admission to trading on AIM
Introduction
On 7 March 2012, the Company announced it had entered into a
conditional agreement with a wholly-owned subsidiary of Sylvania
and Sylvania itself for the acquisition of the Ironveld Group,
which has rights to the vanadium-bearing Ti-magnetite iron ore
assets of the Sylvania Group, for approximately GBP13.7 million.
Having now satisfied certain conditions in the agreement, the Board
is now seeking Shareholder approval to proceed with the
Acquisition, the Placing and Re-admission of the Enlarged Group to
trading on AIM.
The Ironveld Group has interests in Prospecting Rights in the
Northern Limb of the Bushveld Complex north of Mokopane, South
Africa. The Rights cover a group of seven adjacent farms, namely
Cracouw, Harriets Wish, Aurora, Nonnenwerth and Kransplaats in the
Capricorn District Municipality, and La Pucella and Altona in the
Waterberg District Municipality, all in Limpopo Province. In total,
the Rights cover an area of 165 km(2) . The Ironveld Group intends
to mine the Ti-magnetite iron ore as feedstock for its own pig iron
plant.
The consideration for the Acquisition comprises the issue of
203,022,285 New Ordinary Shares, to be issued on completion. The
Seller and Sylvania will direct the Company to distribute all of
the Consideration Shares to Sylvania's own shareholders, other than
Sylvania Shareholders holding less than 2,000 shares in Sylvania or
in certain restricted territories, such that the Sylvania
Shareholders will become shareholders in the Company.
The Company is proposing to change its name to 'Ironveld plc' as
part of the Proposals.
The Company is also proposing to raise GBP3.0 million (before
expenses) through the issue of 44,444,444 Placing Shares at 6.75
pence for each Placing Share. The net proceeds of the Placing
together with the Group's existing cash resources will be used
principally to fund the exploration and development of the Ironveld
Group's iron ore assets and for the Enlarged Group's general
working capital requirements.
In addition, the Board is proposing the Capital Reorganisation.
The current market price of the Company's Ordinary Shares is less
than their nominal value of 10 pence each and it is therefore
proposed to sub-divide and re-designate each of the Company's
issued ordinary shares of 10p into and as one ordinary share of 1p
and nine deferred shares of 1p.
In view of its size, the Acquisition will constitute a reverse
takeover under the AIM Rules and will be conditional, together with
the other Proposals, on the approval of Shareholders.
Each of the Current Directors and certain Shareholders have
irrevocably undertaken to vote in favour of the Resolutions to be
proposed at the GM in respect of any Shares in which they have an
interest, whether direct or indirect, totalling 21,298,743 Shares
in aggregate which represents approximately 59.4 per cent of the
Existing Ordinary Shares.
Background to and reasons for the Acquisition
In the Company's circular to Shareholders dated 24 September
2010, in which Shareholder approval was sought for the investment
in the Company by Westleigh Investments Holdings Limited, it was
stated that the Company was looking at ways to diversify its
business through acquisition. At this time, the board of directors
indicated that it could potentially seek to identify value for
Shareholders through the acquisition of businesses outside of the
recycling sector. Subsequently, on 20 June 2011, it was announced
that the Company was beginning to explore opportunities in the
natural resource sector.
The Current Directors believe that the acquisition of Ironveld
provides shareholders with a significant opportunity to diversify
its operations and increase shareholder value. In particular the
Current Directors, who have commissioned an independent report into
the Ironveld Project have identified the following characteristics
of the Ironveld Project which they believe differentiates it from
other opportunities within the natural resources sector and makes
it is a less speculative opportunity for Shareholders whilst still
retaining significant upside potential:
-- a high quality resource has already been identified and independently verified;
-- the potential economics of the Ironveld Project are both attractive and realistic;
-- management has a credible infrastructure and logistics plan;
-- a scoping study has already been completed;
-- the drilling programme is well advanced; and
-- management is targeting an Indicated and Measured Mineral
Resource over the most prospective part of the Main Magnetite Layer
("MML") within the Ironveld Project area by mid 2013 with the
intention to file an application to convert Prospecting Rights to
Mining Rights in mid 2013.
Provided the Mining Rights have been granted, the Current
Directors understand that the New Board intends to undertake
opencast mining of the Ti-magnetite and to use it as feedstock for
the Enlarged Group's own pig iron plant, at which point a strategic
partner will be sought to facilitate the necessary funding for the
mining and construction of the pig iron plant.
Background on the Iron Ore Assets
Location
The Ironveld Project is situated in the Capricorn and Waterberg
District Municipalities of the Limpopo Province, South Africa,
approximately 80 km north of Mokopane and approximately 60 km
northwest of Polokwane. The Project is located in the northern limb
of the Bushveld Complex and consists of a group of seven adjacent
farms, namely Cracouw 391LR, Harriets Wish 393LR, Aurora 397 LR,
Nonnenwerth 421LR and Kransplaats 422LR in the Capricorn District
Municipality and, La Pucella 693LR and Altona 696LR in the
Waterberg District Municipality.
History
The Northern Lobe of the Bushveld Complex has a strike length of
about 110 km and has long been known and exploited for its
platinum-rich Platreef but the massive and disseminated
Ti-magnetite layers, although well documented from the Eastern and
Western Bushveld Lobes, received relatively little attention. The
first detailed investigations were carried out in the 1970s and
included mapping, ground geophysics, trenching and limited drilling
in an area 20 km north of Mokopane.
The early work in the 1970s and subsequent exploration in the
past decade in the Northern Lobe focussed mainly on the Main
Magnetite Layer ("MML") because of its high vanadium content. The
MML contains about 1.6 per cent. V2O5; it has been mined at the
Mapochs Mine in the Eastern Bushveld since the 1950s and is
processed at the Steelworks (EVRAZ-owned Highveld Steel &
Vanadium) at Emalahleni (formerly known as Witbank) into vanadium,
pig iron and steel products.
The strong global demand for iron ore has prompted a shift
towards exploring various other Ti-magnetite layers as a potential
source for pig iron rather than vanadium.
Geology
The Project area is situated within the Northern Lobe of the
Bushveld Complex and covers the top portion of the Main Zone and
parts of the Upper Zone of the Bushveld Complex. The latter is
approximately 1,200 m thick and dips between 20[deg] and 50 to the
west. The Upper Zone is characterised by the presence of
vanadiferous titano-magnetite ("VTM") layers hosted predominantly
by leucocratic VTM-enriched gabbros and gabbronorites. The VTM
layers include disseminated, semi-massive and massive VTM intervals
of variable proportions and thicknesses.
The Upper Zone consists of numerous cyclic units of alternating
and well-layered rocks and is subdivided into three Subzones based
on the presence of modal olivine in rocks of Subzone B and modal
apatite in the uppermost Subzone C. The rocks show remarkable
continuity and individual layers can generally be traced along
strike for tens of kilometres and more.
Exploration has focussed on the semi-massive to massive MML and
the gabbroic footwall rocks which contain considerable quantities
of medium- to coarse-grained disseminated Ti-magnetite.
The MML occurs near the base of the Upper Zone and consists of
an upper VTM-rich layer (MAG 3) which is separated from a lower
VTM-rich layer (MAG 4) by a VTM-poorer leucogabbronorite parting.
The MML was intersected on the farm Nonnenwerth in 14 vertical
boreholes on 7 drill fences which were spaced perpendicular to the
north-south strike directions at approximately 1000 m intervals.
Based on structural interpretations the MML on Nonnenwerth has been
sub-divided into a northern and southern block which have a strike
length of 1250 m and approximately 5500 m, respectively.
Average true widths of the massive portion of the MML (MAG3,
parting and MAG4) are 5.2 m in the southern block and 7.2 m in the
northern sector. The entire mineralised interval, including the
VTM-enriched footwall unit has a calculated true width of 9.2 m in
the southern part and 10.5 m in the northern block. The
mineralisation dips between 22[deg] and 37[deg]W (average of
34[deg]W) in the southern block and 57[deg]W in the northern
sector.
Local Resources and Infrastructure
The project area is approximately 300 km NNE of Johannesburg and
easily accessible through a tarred road network. The closest
railway link is at Polokwane (approximately 60 km southeast of the
Project area) on the main line south to Johannesburg and other
major centres. Water resources include groundwater and a river
network of which the perennial Mogalakwena River forms the major
river within the project area, being the only perennial river in
the Blouberg Local Municipality. Electricity can be supplied
through the parastatal power supply company Eskom.
Recent Exploratory Work and Current Mineral Resource
Estimate
The exploration programme has been outsourced to The MSA Group,
who are contracted by Ironveld to manage the field activities. The
current exploration programme has been subdivided into two phases
and was undertaken between August 2011 and March 2012. The drill
programme, which comprises phase two, is ongoing and follows a
results driven approach which is standard practice for early stage
exploration projects. The drilling is outsourced to Geoserve (Pty)
Ltd, a well known drilling contractor based in Johannesburg and is
overseen by The MSA Group.
A total of 2,477.69 m was drilled during the 2011-2012 drilling
campaign in 38 diamond drillholes on the farms Cracouw,
Nonnenwerth, La Pucella and Altona. Only the 18 holes drilled on
Nonnenwerth were included in the Mineral Resource estimate while
the remaining holes await detailed logging and sampling for
geochemical analyses.
Mineral Resource estimations on Nonnenwerth were undertaken on
the MML down to a vertical depth of 120 m, at a 30 per cent. Fe
cut-off for the combined northern and southern structural blocks.
The Mineral Resource extends over a strike length of 6.8 km, is
open-ended to the north and south and has been separately
calculated for the massive Ti-magnetite layers i.e. MAG3, parting
and MAG4 (= MML) and for the MML including the disseminated
Ti-magnetite mineralisation in the footwall (= MML and FW).
MML Combined In-situ Inferred Mineral Resources, on Nonnenwerth
<120 m at 30% Fe cut-off:
Cut Million SG Fe Fe(2) Fe Metal TiO(2) V(2) SiO(2) P(2) S
Off O(3) 0(5) O(5)
Fe% Tonnes g/cm3 % % Mil Tons % % % % %
30 21.69 4.03 42.5 60.8 9.22 13.1 1 11.1 0.01 0.10
MML and FW Combined In-situ Inferred Mineral Resources on
Nonnenwerth, <120 m at 30% Fe cut-off:
Cut Million SG Fe Fe(2) Fe Metal TiO(2) V(2) SiO(2) P(2) S
Off O(3) 0(5) O(5)
Fe% Tonnes g/cm3 % % Mil Tons % % % % %
30 32.90 3.68 34.8 49.8 11.46 9.8 0.8 19.6 0.10 0.10
Future Strategy of the Enlarged Group
The New Board intends that the Project should be developed
rapidly with the intention to commence production in 2015, subject
to receipt of the appropriate Mining Rights and securing the
necessary funding. The New Board will consider other iron ore
opportunities in the vicinity of the Ironveld Project, when and if
they become available.
In so far as the Enlarged Group's recycling business is
concerned, the intention is to operate and develop it as a
standalone business. It is currently a leading recycler of
fluorescent tubes, street lighting and other discharge lamp types
and has recently expanded its operations to include the collection,
sorting and export of batteries for recycling. These activities
should provide a useful contribution to cash flow and corporate
overheads of the Enlarged Group.
Current trading
The results for the year to December 2011 were announced on 1
June 2012. They have been adversely impacted by a number of one off
costs including the establishment of a new battery processing line,
proposed acquisition costs and a container write down. Since the
year end, there has been a reduction of approximately 11 per cent.
in volumes processed in the lamp recycling business over the
comparable period last year. 60 per cent. of this reduction relates
to one customer who has advised the Company that this is a timing
difference and should reverse in the latter half of the year. In
February 2012 the Group was granted the necessary permits to
process and export batteries and new revenue from this new
operation commenced in July.
Details of the Placing and Re-admission
The Company is proposing to raise GBP3.0 million (before
expenses) through the issue of 44,444,444 Placing Shares at 6.75
pence for each Placing Share. The net proceeds of the Placing
together with the Company's existing cash resources will be used
principally to fund the development of the Enlarged Group's iron
ore assets and for general working capital requirements.
Giles Clarke and Nicholas Harrison are directors and
shareholders of Westleigh Investments Holdings Limited, which is
subscribing for 3,703,704 Placing Shares at 6.75 pence per Placing
Share. In addition, Giles Clarke is subscribing for a further
740,740 Placing Shares at 6.75 pence per Placing Share. Giles
Clarke and Nicholas Harrison are considered related parties for the
purposes of Rule 13 of the AIM Rules. The independent directors of
Mercury, being Lord Barnett and Bryan Neill, having consulted with
Shore Capital and Corporate Limited, the Company's nominated
adviser, consider the terms of the Placing to be fair and
reasonable insofar as shareholders are concerned.
Application will be made to the London Stock Exchange for the
Enlarged Issued Share Capital to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Enlarged Issued Share Capital will commence at 8.00 a.m. on
16 August 2012.
Details of the Consideration Shares and Placing Shares
The Consideration Shares will be issued fully paid and will, in
aggregate, represent approximately 71.1 per cent. of the Enlarged
Issued Share Capital. The Placing Shares will be issued fully paid
and will, in aggregate, represent approximately 15.6 per cent. of
the Enlarged Issued Share Capital. The market capitalisation of the
Enlarged Issued Share Capital at the Placing Price will be
approximately GBP19.3 million.
Upon Re-admission, the Current Directors will hold, in
aggregate, 13,330,660 New Ordinary Shares (representing
approximately 4.7 per cent. of the Enlarged Issued Share
Capital).
The New Ordinary Shares to be issued under the Placing and as
consideration for the Acquisition will, on Re-admission, rank pari
passu in all respects with the Ordinary Shares, including the right
to receive all dividends and other distributions thereafter
declared, made or paid in respect of the ordinary share capital of
the Company.
Board changes
On Re-admission, Lord Barnett and Bryan Neill will be resigning
from the Board, although they will remain as directors of Mercury
Recycling Limited, with Bryan Neill as Managing Director and Lord
Barnet as Non-Executive Chairman. Giles Clarke will become
non-executive chairman of the Company. It is proposed that Dr Peter
Cox (CEO of the Ironveld Group) and Terence McConnachie (CEO of
Sylvania) will be appointed as directors of the Company. In
addition, the New Board intends to appoint another independent
non-executive director as soon as practicable following
Admission.
Dr Peter John Cox (aged 58), Chief Executive
Dr Cox started his career in the mining industry 30 years ago as
a learner surveyor. After studying mining engineering as a JCI
bursar, he worked for that company in various positions at gold and
platinum mines, ending as a senior section manager. In 1987, he
joined a privately owned mining and exploration company, Severin
Southern Sphere Mining, as consulting engineer and general manager.
Since mid-1991 he has been the managing director of Goldline Global
Consulting (Pty) Ltd, an engineering consulting company which
serves the mining industry worldwide. He holds a Mine Surveyor's
and a Mine Manager's Certificate of Competency. He has a number of
achievements to his name, including being the youngest certificated
surveyor in South African mining history and designing the
country's narrow reef opencast mining method.
Terence Michael McConnachie (aged 56), Non-Executive
Director
Mr McConnachie has over 25 years of experience in mining,
beneficiation of ferroalloys and precious metals. He was the
founder of Merafe Resources Limited (formerly South African Chrome
& Alloys Limited), a successful chrome mining company, black
empowered and listed on the Johannesburg Stock Exchange. He has
started many new green-field operations in gold, manganese,
aluminium, graphite and tantalite. He has been CEO of a number of
mining, mining services and smelting companies in South Africa.
Capital Reorganisation
The mid-market share price of the Company's existing issued
ordinary shares of 10p each was 6.75p per share as at 7 March 2012
(the date trading in the Company's Shares was suspended on AIM).
Since the Company is prohibited by the Act from issuing Shares at a
discount to their nominal value, the Company is restricted in its
ability to raise funds as envisaged pursuant to the Placing. It is
therefore proposed to subdivide and re-designate each of the
Company's issued ordinary shares of 10p into one New Ordinary Share
of 1p and nine deferred shares of 1p each.
The Deferred Shares will effectively be valueless as they will
not have any voting rights and will have negligible rights as to
dividends and on a return of capital. They will not be listed on
AIM or on any stock exchange and will not be freely transferable.
No share certificates will be issued in respect of the Deferred
Shares. One of the provisions attaching to the Deferred Shares will
allow the Directors to effect the transfer of all of the Deferred
Shares to a custodian for no consideration. In due course, the
Directors may arrange for the Company to effect a re-purchase of
the Deferred Shares, for a consideration of 1p for all of the
Deferred Shares in issue, subject to due compliance with relevant
legislation.
Loan Facility
Mercury and Sylvania have entered into a facility agreement
whereby Sylvania (through its South African subsidiary, Sylvania
Metals Pty Ltd) will provide a loan facility of up to ZAR 15
million to Ironveld Holdings Pty Ltd, the company which holds the
Iron Ore Assets. Mercury has guaranteed all obligations of Ironveld
under the Loan Facility. The funds to be made available under the
Loan Facility will be used to further fund the development of the
Iron Ore Assets. The Loan Facility will mature on 30 June 2016, at
which time the amount utilised under the Loan Facility (and all
accrued interest) will need to be repaid. As security for the
amount due under the Loan Facility, Mercury will issue to Sylvania
Platinum, warrants to subscribe for up to GBP1.5 million of
ordinary shares in Mercury at a price equal to the 90 day VWAP on
the business day preceding exercise. The Warrants are exercisable
only if the Loan Facility is not fully repaid by 30 June 2016 and
may be exercised up until the date which is 5 years from Admission
(although the Warrants will lapse once repayment has been made).
Any proceeds derived from exercise of the Warrants will be used by
Mercury to repay the Loan Facility. For so long as any amount
remains owing under the Loan Facility, Sylvania has the right to
appoint a director to the board of Mercury.
Lock-In and Orderly Market Undertakings
As the Ironveld Group's business had not been independent and
earning revenue for at least two years before the anticipated date
for Admission, Rule 7 of the AIM Rules applies and accordingly each
of the Current Directors (other than Bryan Neill) and the Proposed
Directors have agreed that they will not (save in certain specific
circumstances) dispose of any Shares for a period of twelve months
following Admission and, thereafter, for a further twelve months
each of the Current Directors (other than Lord Barnett and Bryan
Neill) and the Proposed Directors have agreed to only dispose of
Shares through Shore Capital in an orderly manner. In addition,
also in accordance with AIM Rule 7, Africa Asia Capital Limited has
agreed with Shore Capital and the Company that they will not (save
in certain specific circumstances) dispose of any Shares for a
period of twelve months following Admission.
General Meeting
The Acquisition constitutes a 'reverse takeover' pursuant to the
AIM Rules and completion of the Acquisition Agreement is therefore
conditional upon the approval of Shareholders. An admission
document containing a notice convening the General Meeting which
will be held at the offices of Kuit Steinart Levy LLP at 3 St
Mary's Parsonage, Manchester M3 2RD at 10.00am on 15 August 2012
will be sent to Shareholders later today and is available on the
Company's website, www.mercuryrecycling.co.uk. At the General
Meeting, resolutions will be proposed to:
1. approve the Acquisition for the purposes of the AIM Rules;
2. authorise the Directors to issue and allot equity securities
pursuant to section 551 of the Act up to an aggregate nominal
amount of GBP428,368;
3. approve the Capital Reorganisation;
4. approve the LTIP;
5. disapply the statutory pre-emption rights of Shareholders in
accordance with section 570, 571 and 573 of the Act in order to,
inter alia, facilitate the issue of the Consideration Shares, the
Placing Shares, the Warrants, the Adviser Shares and the issue of
shares up to an aggregate nominal amount of GBP4,425,882;
6. change the name of the Company to 'Ironveld plc'; and
7. adopt the Articles to include, inter alia, the rights attaching to the Deferred Shares.
Admission to AIM and dealings
On 7 March 2012, the Company announced it had entered into the
conditional Acquisition Agreement. As the Acquisition constitutes a
'reverse takeover' pursuant to the AIM Rules, in accordance with
the AIM Rules, trading in the Company's shares on AIM was suspended
with effect from 1.00 p.m. on that day, pending publication of an
admission document.
If Shareholders approve the Acquisition at the GM, it is
expected that admission of the Company's Existing Issued Shares to
trading on AIM will be cancelled as from 8.00 a.m. on 16 August
2012. However, application will be made to the London Stock
Exchange for the Enlarged Issued Share Capital to be re-admitted to
trading on AIM. It is expected that Re-admission will become
effective and trading in the Company's shares on AIM will
re-commence at 8.00 a.m. on 16 August 2012.
Irrevocable Undertakings to approve the Proposals
Each of the Current Directors (or companies in which they are
interested) as well as certain Shareholders have irrevocably
undertaken to vote in favour of the Resolutions to be proposed at
the GM in respect of any Shares in which they have an interest,
whether direct or indirect, totalling 21,298,743 Shares in
aggregate which represents approximately 59.4 per cent of the
Existing Ordinary Shares. Further details of the Irrevocable
Recommendation
The Current Directors unanimously believe that the Proposals are
in the best interests of the Company and its Shareholders and
recommend Shareholders to vote in favour of the Resolutions, as
they have undertaken to do in respect of their aggregate beneficial
shareholding of 8,886,216 Shares, equivalent to 24.80 per cent. of
the Existing Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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