15 February
2018
LONDON NUSANTARA PLANTATIONS PLC
(“London Nusantara” or the “Company”)
Posting of Circular and Notice of
Annual General Meeting
London Nusantara (NEX: PALM) is pleased to announce that it is
today posting a circular to shareholders containing a notice
convening an Annual General Meeting of the Company to be held on
9 March 2018 at 5pm KL time/ 9am UK
time at Level 23, Nu Tower
2, Jalan Tun Sambanthan, Kuala Lumpur Sentral, 50470
Kuala Lumpur, Malaysia.
In addition to the ordinary business of the Company at the 2018
Annual General Meeting, Resolutions are being tabled asking
Shareholders to vote on the Proposals, inter alia, as follows:
- Approval of investment
strategy
- Approval of change of name
- Disapplication of pre-emption
rights
The Company has conditionally raised £300,000 before expenses by
way of a placing of 300,000,000 Ordinary Shares at a price of
0.1 pence per share. The Placing is
conditional on passing of the Resolutions by Shareholders at the
Annual General Meeting.
A copy of the circular will shortly be available at:
http://www.nexexchange.com/member?securityid=2074303
Conditional on all Resolutions passing at the Annual General
Meeting, the following Proposed Directors will be appointed to the
Board immediately after the Annual General Meeting:
Mitchell Smith,
Chief Executive Officer (aged 39)
Mitchell is Chief Executive Officer of the Management Team, of
Global Energy Metals Corp, (TSX.V:GEMC) based in Vancouver, which is focused on offering
security of supply of cobalt, a critical material to the growing
rechargeable battery market. Mitchell is mandated for business
development and is charged with the responsibility of identifying
exploration and development projects. Through guidance from the
Board of Directors and Partners, he oversees all corporate
governance, finance and risk management matters.
Mitchell is a member of the board of directors and interim
President and Chief Executive Officer of Sceptre Ventures Inc.
(TSX.V:SVP) where he is involved in the identification and
evaluation of businesses and assets with a view to completing a
Qualifying Transaction under the TSX-V Capital Pool Company (“CPC”)
policies.
Nicholas O’Reilly, Non-Executive Director (aged
42)
Nicholas O’Reilly is a Principal Geologist and Director of
Mining Analyst Consulting Ltd, based in London.
He has over 14 years’ experience in mining and exploration
programme valuation, audit, due diligence, design and project
management, ranging from grassroots stage through feasibility study
to production across all major commodities. His clients include
mining companies, private equity firms, brokerages, family offices,
lawyers, auditors, EPCM (engineering, procurement, construction
management) firms and mining consultancies. Nicholas provides
technical advice to junior mining and exploration companies looking
to develop their own projects, raise capital or divest.
Nicholas is a qualified geologist who can act as a Competent
Person for JORC Code and AIM Rules.
He is currently the Co-Chairman & Treasurer of the
Association of Mining Analysts (AMA), a non-profit London based organisation representing the
broad mining investment community.
Darren Hazelwood,
Non-Executive Director (aged 42)
A business career built around sound financial planning,
execution, delivery and value creation. An entrepreneur and
investor who has over 15 years experience managing and directing
teams focused on delivering value within organisations, always with
a keen focus on cost controls and great financial management
insuring delivery of value.
Darren's recognition of the value created by using and expanding
his network, combined with a strong focus on delivery, has enabled
him to deliver on an enviable track record of business growth.
His pathway to success has been gained using astute controls and
due diligence while managing fast growth and success.
Hazelwood Glass Ltd, a start-up, headed up by Darren, has
recorded year on year growth, and only posting a negative return in
it's first year. A keen focus on deal delivery and network
identification laying the foundations for growth.
Build Plastics Ltd, a longer term investment vehicle, allowing
for close controls of Darren's investment network.
In addition to the proposed directorships of the Company, the
Proposed Directors holds or have held the following directorships
(including directorships of companies registered outside of
England and Wales), or have been a partner in the
following partnerships within the five years prior to the date of
this Document:
Director |
Current
Directorships/Partnerships |
Past Directorships/Partnerships |
|
|
|
Mitchell Smith |
Sceptre Ventures Inc. |
None |
|
|
|
|
|
|
Nicholas O’Reilly |
Mining Analyst Consulting Ltd |
China Africa Resources plc |
|
Singularity ONE (UK) Ltd |
|
|
Treasure Island Resources Ltd |
|
|
|
|
|
|
|
Darren Hazelwood |
Building Plastics (UK) Limited |
Firemyorder Ltd |
|
Hazelwood Glass Limited |
|
|
Tewin Land Ltd |
|
|
|
|
|
|
|
There is no further information that is required to be disclosed
pursuant to Paragraph 21, Appendix 1 of the NEX Exchange Growth
Market Rules for Issuers.
Directors and Proposed Directors number of Ordinary Shares as a
percentage of the Enlarged Issued Share Capital on completion of
the Placing:
Directors/Proposed Directors |
Ordinary Shares |
% of Enlarged Issued Share
Capital |
|
|
|
Manchelvam
Subramaniam* |
25,220,003 |
5.25 |
Simon Rothschild* |
Nil |
Nil |
Mitchell Smith** |
Nil |
Nil |
Nicholas
O’Reilly** |
Nil |
Nil |
Darren Hazelwood** |
50,000,000 |
10.41 |
* Current Director
** Proposed Director
Options
It is intended that the Proposed Directors shall be
awarded share purchase options to subscribe for up to 20,000,000
new Ordinary Shares in aggregate, at an exercise price of
0.2 pence per share for a period of 3
years from the date of grant. The options equate to 4 per cent. of
the Enlarged Issued Share Capital. Following this grant,
Mitchell Smith will have 10,000,000
options, Nicholas O’Reilly will have 5,000,000 options and
Darren Hazelwood will have 5,000,000
options.
The definitions used in this announcement have the same meaning
as they have in the circular.
The Directors of the Company accept responsibility for the
contents of this announcement.
For further information please contact:
The Company
LONDON NUSANTARA PLANTATIONS
PLC
Manichelvam Subramaniam, Chief Executive Officer +60 3 2727
1889
Simon Rothschild, Non-executive
Director +44 7703 167 065
NEX Exchange Corporate Adviser
PETERHOUSE CORPORATE FINANCE LIMITED
Mark Anwyl/Guy Miller +44 (0)20 7469 0930
To the holders of Ordinary Shares of the Company
Dear Sir or Madam
Notice of Annual
General Meeting
and
Proposals for:
Approval of
Investing Policy
Approval of Change
of Name
Placing of
300,000,000 new Ordinary Shares
1. Introduction
The Company’s Annual General Meeting will be held on
9 March 2018 at 5pm KL time/ 9am UK
time at Level 23, Nu Tower
2, Jalan Tun Sambanthan, Kuala Lumpur Sentral, 50470
Kuala Lumpur, Malaysia. The notice
convening the meeting is set out at the end of this
Document.
As announced on 15 February 2018,
the date of posting this Annual General Meeting Document to
Shareholders, the Company has entered into the Proposals, for the
purposes of, inter alia, a placing of £300,000 at
0.1 pence per share for 300,000,000
Ordinary Shares of no par value, a new investment strategy, change
of name and the appointment of the Proposed Directors.
Reasons for the Proposals
The Company was incorporated in June
2013 as an investment vehicle to focus on investment
opportunities in the upstream palm oil sector in South East Asia. On 18
March 2015, the Company completed the acquisition of an 11
per cent. interest in Next Oasis Sdn Bhd (“Next Oasis”). On
30 May 2017, the Company announced
that it had disposed of its 11 per cent. interest in Next Oasis for
a consideration of, in aggregate, RM
683,000 (approximately GBP
124,181). The after-transaction net profit, before capital
gains tax, was approximately 16.2 per cent.
As announced in the audited results to 31
December 2016, the Company had expanded its investment
search to include opportunities in Indonesia due to a rebound in palm oil estate
prices resulting from increasing prices of palm oil. Negotiations
with estate owners has continued to be difficult, however, and the
Company with its limited cash resources, has found it difficult to
take advantage of market opportunities.
The Directors have therefore concluded that due to the current
difficulties, the Company should change its investment strategy,
change its name, undertake a placing and board changes. The
Proposals are conditional upon Shareholder approval at the Annual
General Meeting, notice of which is set out at the end of this
Document.
2. The Placing
The Company has conditionally raised £300,000 before expenses by
way of a placing of 300,000,000 Ordinary Shares at a price of
0.1 pence per share. The Placing is
conditional on passing of the Resolutions by Shareholders. The
Placing shares will represent 62.44 per cent. of the Enlarged
Issued Share Capital, following completion of the Placing. The
Placing proceeds will be used for general working capital purposes
and to further the Company’s proposed investment strategy, further
details are found in paragraph 3 below.
3. New Investment
Strategy
Resolution 5 to be proposed at the Annual General Meeting
proposes the adoption of a new investment strategy for the
Company.
The Company’s proposed new investment strategy is to invest in
and/or acquire companies and/or projects within the natural
resources sector with potential for growth and value creation, over
the medium to long term. With the proposed Board’s experience, it
will seek opportunities in base, precious and energy metals. The
Company will focus its search in Australia and North
America, where prospective assets have been identified, but
no formal due diligence has commenced. Further details on the
proposed Board members are set out in paragraph 4 below, under
Proposed Board.
4. Proposed
Board
Immediately following completion of the Placing, and subject to
all the Resolutions being passed and taking effect, the day after
the Annual General Meeting, Mitchell
Smith will be appointed to the Board of Directors as Chief
Executive Officer, Nicholas O’Reilly
as a non-executive director and Darren
Hazelwood as a non-executive director. I will resign as
Chief Executive Officer, but will remain as a non-executive
Director and Simon Rothschild will
remain as an independent non-executive Director.
Conditional on passing the Resolutions at the Annual General
Meeting, the following Proposed Directors will be appointed to the
Board:
Mitchell Smith,
Chief Executive Officer (aged 39)
Mitchell is Chief Executive Officer of the Management Team, of
Global Energy Metals Corp, (TSX.V:GEMC) based in Vancouver, which is focused on offering
security of supply of cobalt, a critical material to the growing
rechargeable battery market. Mitchell is mandated for business
development and is charged with the responsibility of identifying
exploration and development projects. Through guidance from the
Board of Directors and Partners, he oversees all corporate
governance, finance and risk management matters.
Mitchell is a member of the board of directors and interim
President and Chief Executive Officer of Sceptre Ventures Inc.
(TSX.V:SVP) where he is involved in the identification and
evaluation of businesses and assets with a view to completing a
Qualifying Transaction under the TSX-V Capital Pool Company (“CPC”)
policies.
Nicholas O’Reilly, Non-Executive Director (aged
42)
Nicholas O’Reilly is a Principal Geologist and Director of
Mining Analyst Consulting Ltd, based in London.
He has over 14 years’ experience in mining and exploration
programme valuation, audit, due diligence, design and project
management, ranging from grassroots stage through feasibility study
to production across all major commodities. His clients include
mining companies, private equity firms, brokerages, family offices,
lawyers, auditors, EPCM (engineering, procurement, construction
management) firms and mining consultancies. Nicholas provides
technical advice to junior mining and exploration companies looking
to develop their own projects, raise capital or divest.
Nicholas is a qualified geologist who can act as a Competent
Person for JORC Code and AIM Rules.
He is currently the Co-Chairman & Treasurer of the
Association of Mining Analysts (AMA), a non-profit London based organisation representing the
broad mining investment community.
Darren Hazelwood,
Non-Executive Director (aged 42)
A business career built around sound financial planning,
execution, delivery and value creation. An entrepreneur and
investor who has over 15 years experience managing and directing
teams focused on delivering value within organisations, always with
a keen focus on cost controls and great financial management
insuring delivery of value.
Darren's recognition of the value created by using and expanding
his network, combined with a strong focus on delivery, has enabled
him to deliver on an enviable track record of business growth.
His pathway to success has been gained using astute controls and
due diligence while managing fast growth and success.
Hazelwood Glass Ltd, a start-up, headed up by Darren, has
recorded year on year growth, and only posting a negative return in
it's first year. A keen focus on deal delivery and network
identification laying the foundations for growth.
Build Plastics Ltd, a longer term investment vehicle, allowing
for close controls of Darren's investment network.
In addition to the proposed directorships of the Company, the
Proposed Directors holds or have held the following directorships
(including directorships of companies registered outside of
England and Wales), or have been a partner in the
following partnerships within the five years prior to the date of
this Document:
Director |
Current
Directorships/Partnerships |
Past Directorships/Partnerships |
|
|
|
Mitchell Smith |
Sceptre Ventures Inc. |
None |
|
|
|
|
|
|
Nicholas O’Reilly |
Mining Analyst Consulting Ltd |
China Africa Resources plc |
|
Singularity ONE (UK) Ltd |
|
|
Treasure Island Resources Ltd |
|
|
|
|
|
|
|
Darren Hazelwood |
Building Plastics (UK) Limited |
Firemyorder Ltd |
|
Hazelwood Glass Limited |
|
|
Tewin Land Ltd |
|
|
|
|
|
|
|
There is no further information that is required to be disclosed
pursuant to Paragraph 21, Appendix 1 of the NEX Exchange Growth
Market Rules for Issuers.
5. Change of
Name
Subject to Shareholders’ approval by way of special resolution,
it is proposed that the name of the Company be changed to Panther
Metals Plc. Resolution 6 is proposed for the purposes of obtaining
Shareholders’ approval for the proposed name change.
If the special resolution to approve the change of name of the
Company is passed at the Annual General Meeting, the Company’s
website address will be changed following the Annual General
Meeting to www.panthermetalsplc.co.uk.
The Company will retain “PALM” as it’s ticker, even after the
change of name to Panther Metals Plc has been approved.
No new share certificates will be issued to Shareholders holding
share certificates as a result of the Company’s name change and
existing share certificates will remain valid.
6. Remuneration
It is intended that the Proposed Directors shall be
awarded share purchase options to subscribe for up to 20,000,000
new Ordinary Shares in aggregate, at an exercise price of
0.2 pence per share for a period of 3
years from the date of grant. The options equate to 4 per cent. of
the Enlarged Issued Share Capital. Following this grant,
Mitchell Smith will have 10,000,000
options, Nicholas O’Reilly will have 5,000,000 options and
Darren Hazelwood will have 5,000,000
options. The options are subject to the following conditions:
a. In the event
that the option holder exercises 50 per cent. or more of such
options before the first anniversary from the date of issuance,
then the holder shall receive, upon exercise of each option, one
new bonus option with an exercise price of 0.5 pence each, expiring on the same date as the
original option; or
b. The options
are only exercisable if the option holder has completed a minimum
of six months service to the Company
Glenpani Capital Limited, a company controlled by Burns Singh
Tennent-Bhohi and Paul Johnson, will
charge a monthly fee of £2,000 per month to provide corporate
services and an office to the Company. Glenpani Capital Limited
will also be issued 5,000,000 new Ordinary Shares for nil
consideration in consideration for their services.
The Company will, conditional on the Resolutions being passed,
enter into a service agreement and letter(s) of appointment as
follows:
A service agreement with the Company, under the terms of which
Mr Mitchell Smith has agreed to act
as Executive Director of the Company. The service agreement will be
for an initial period of one year, effective from passing of all
Resolutions at the Annual General Meeting, unless terminated by
either party giving to the other not less than three months’ notice
in writing, such notice not to be given before 12 months’ after the
date of Admission. The fee payable is £25,000 per annum payable in
monthly arrears, in cash or Ordinary Shares of the Company, at the
discretion of the Company. Any share payments will be calculated by
reference to the closing mid-market price on the day immedietly
prior to the issue of the Ordinary Shares. The Director’s fees will
be reviewed on the first anniversary of Admission.
A letter of appointment with Nicholas O’Reilly under the terms
of which Mr O’Reilly has agreed to act as a Non-Executive Director
of the Company. The letter of appointment will be for an initial
period of one year effective from passing of all resolutions at the
Annual General Meeting, unless terminated by either party giving to
the other not less than three months’ notice in writing, such
notice not to be given before 12 months after the date of
Admission. The fee payable is £12,000 per annum payable monthly in
arrears, in cash or Ordinary Shares of the Company, at the
discretion of the Company. Any share payments will be calculated by
reference to the closing mid-market price on the day immedietly
prior to the issue of the Ordinary Shares. The Director’s fees will
be reviewed on the first anniversary of Admission.
A letter of appointment with Mr Darren
Hazelwood under the terms of which Mr Hazelwood has agreed
to act as a Non-Executive Director of the Company. The letter of
appointment will be for an initial period of one year effective
from passing of all Resolutions at the Annual General Meeting,
unless terminated by either party giving to the other not less than
three months’ notice in writing, such notice not to be given before
12 months after the date of Admission. The fee payable is £12,000
per annum payable monthly in arrears, in cash or Ordinary Shares of
the Company, at the discretion of the Company. Any share payments
will be calculated by reference to the closing mid-market price on
the day immedietly prior to the issue of the Ordinary Shares. The
Director’s fees will be reviewed on the first anniversary of
Admission.
7.
Shareholders will find enclosed with this Document a Form of
Proxy for the Annual General Meeting. Whether or not you
intend to be present at the meeting, you are requested to complete,
sign and return the Form of Proxy in accordance with the
instructions printed on it. The Form of Proxy should be
returned to the Company at Level 23, Nu
Tower 2, Jalan Tun Sambanthan, Kuala Lumpur
Sentral, 50470 Kuala Lumpur,
Malaysia to be received not later that 5pm KL time / 9am
UK time on 6 March 2018. Unless the
Form of Proxy is received by this date and time, it will be
invalid. The completion and return of a Form of Proxy will not
preclude you from attending the meeting and voting in person should
you wish to do so.
8.
The Directors recommend that you vote in favour of the
Resolutions as they intend to do in respect of their own beneficial
shareholdings, which amounts to 25,220,003 Ordinary Shares
representing approximately 13.97 per cent of the present issued
share capital of the Company.
Yours faithfully
Manichelvam Subramaniam
Chairman