Pelican House
Mining plc
(the “Company” or
“Pelican House Mining”)
Posting of
Circular and General Meeting Notice
The Company is today issuing a circular (“Circular”) to all
Shareholders (as the expression is defined in the Circular)
convening, and explaining the reasons for, a general meeting
(“General Meeting”) of the Company to consider and, if thought fit,
approve the following measures:
Change of Investment
Strategy
Directors’ Powers to Allot Ordinary Shares
Change of Name to Sport Capital Group plc
Disapplication of Pre-emption Rights
Amendment to the Articles of Association
The Circular also contains notice of the General Meeting
convened for 2nd January
2019 at which the above measures are to be considered.
The explanatory letter from Simon
Grant-Rennick, the Chairman of Pelican House Mining, which
forms part of the Circular, sets out the Directors’ reasoning as
follows:
“Introduction
The purpose of this letter is to set out the background to and
the reasons for the proposed change in Investment Strategy and the
other matters to be proposed at the General Meeting (the
“Proposals”) and to explain why the Directors consider the
Proposals to be in the best interests of the Company and its
Shareholders as a whole and why they recommend that Shareholders
should vote in favour of the Resolutions to be proposed at the
General Meeting being convened for 11.00 a. m. on 2nd January 2019 at the offices of Peterhouse
Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD. The notice of the General
Meeting is set out at the end of this document.
The Company today announces that it is intending to seek
Shareholders’ consent to change its Investment Strategy, increase
the Directors’ share allotment authority, allow the disapplication
of pre-emption rights in respect of shares allotted under such
increased authority and change the Company’s name to Sport Capital
Group Holdings plc (together, the “Proposals”).
Information about the Company
The Company currently owns a 15 per cent. stake in Mighty Oak
Explorations Ltd., a company possessed of licences to explore for
lithium and cobalt in Uganda. It
also owns an interest in Kalahari Key Minerals Exploration (Pty)
Limited, a Botswanan metals exploration venture, and a commercial
property in Leeds, West Yorkshire, which is currently leased to a
business tenant.
On 12th July 2018, the Company
announced that it made a pre-tax loss of £22,396 for the half-year
ended 30th June 2018 (period ended
30th June 2017 - £7,742) and cash at
bank at the period's end was £48,598 (period ended 30th June 2017 - £27,593).
Background to the Proposals
After careful deliberation, the Board has concluded that
changing the Company’s Investment Strategy could result in the
emergence a number of opportunities to make attractive investments;
accordingly, it is seeking authority from Shareholders to adopt the
Proposed Investment Strategy as set out below.
The Directors believe that greater flexibility to issue shares
would be beneficial. They are therefore seeking authority from
Shareholders to increase the Directors’ ability to issue shares,
further details of which are set out below.
Company’s Articles presently provide that general meetings which
include among the business any special resolutions to be put to
Shareholders must be convened on a minimum notice period of 21
clear days. The Directors believe that amending relevant Article to
allow for shareholders’ meeting for the passing of special
resolutions to be called on 14 clear days’ notice would bring the
Company’s notice periods into line with those permitted in changes
to company legislation introduced by the Act.
To reflect this proposed new strategy, and in light of recent
changes to the Company’s Board and the sectoral focus described,
the Company proposes to change its name to Sport Capital Group plc.
Subject to the passing of the Resolution to change the Company’s
name, the Company’s corporate website address and TIDM will be
changed and Shareholders will be informed of the new address and
TIDM in due course.
Proposed Investment Strategy
Conditional on Resolution 1 (on the passing of which Resolutions
2, 3, 4 and 5 are contingent) to this effect being approved at the
General Meeting, the Company will adopt the following Investment
Strategy:
The Company's objective is to generate an attractive rate of
return for shareholders through the provision of finance to
businesses within the sports and leisure sectors together with
their associated intellectual property, media, technology and
infrastructure.
The Company aims to provide equity, debt, and equity-related
investment capital, such as convertible loans, to growing companies
which are seeking capital for growth and development, consolidation
or acquisition, or as pre-IPO financing. The Company may undertake
a reverse takeover or may make investments into companies that it
considers to represent exceptionally prospective opportunities for
future reverse takeovers but is predominately focussed on building
a portfolio of investments in this sector.
In addition, the Company may invest in publicly traded entities
which have securities listed on a stock exchange or
over-the-counter market. These investments may be in combination
with additional debt or equity-related financing, and in
appropriate circumstances in collaboration with other value added
financial and/or strategic investors.
The Company is not geographically restricted in terms of where
it will consider making investments but is anticipated that most of
its attention will be focussed on the UK and Europe. It will consider any geographical
area, to the extent that the investment fits within the Company's
investment criteria. The Company will not be subject to any
borrowing or leveraging limits.
The Company does not intend to be an active investor, but the
Directors will reserve the right to seek representation on the
board of the investee company where they feel that an investee
company would benefit from their skill and expertise, and to assist
with monitoring the Company’s investment.
The Directors believe that their broad, collective experience,
together with their extensive network of contacts, will assist them
in identifying, evaluating and funding suitable investment
opportunities. External advisers and investment professionals will
be engaged as necessary to assist with sourcing and due diligence
of prospective opportunities. The Directors will also consider
appointing additional directors with relevant experience, should
this appear to be prudent and beneficial.
The Company intends to deliver shareholder returns principally
through capital growth rather than capital distribution through
dividends.
Consistent with the Company’s proposed new Investment strategy,
the Directors are aware of a number of potential acquisition and/or
investment opportunities which may be available to the Company. No
terms have yet been concluded with any such potential opportunity,
and any such any potential opportunity would be subject to due
diligence, final board approval and future fundraises.
Mention is made of the potential for a future reverse takeover.
I would point out to Shareholders that, were a reverse takeover
opportunity to present itself and to be recommended by the Board,
the Company requires under the NEX Exchange Rules first to seek and
obtain Shareholders’ approval for any such transaction.
Authority to allot new shares; and to
allot new shares in disapplication of pre-emption rights
In view of the modest capital base of the Company (£97,989.50)
and of the number of new Ordinary Shares already agreed to be
issued (conditional upon the passing of the Resolutions to be
proposed at the General Meeting) in the Placing, Resolution 2 seeks
the authority to allot shares up to a nominal value of £111,322.83.
Resolution 3 seeks authority for the Board to allot such new
Ordinary Shares on a non-pre-emptive basis.
Upon completion, the Placing (which is defined in the
Definitions’ section of the Circular on page 7) will consume
£13,333.33 of the Directors’ existing share allotment authority,
leaving £84,656.17 remaining of the authority approved on
13th June 2018 at the last AGM.
Resolutions 2 and 3 thus propose to restore the position in
proportion to the Company’s issued Ordinary Share capital as it
will have been enlarged by the Placing to that obtaining between
13th June 2018 and the present in
relation to the currently-issued share capital.
Section 561 of the Act contains pre-emption rights that require
all equity shares which it is proposed to allot for cash to be
offered to existing shareholders in proportion to their existing
shareholdings, unless a special resolution is passed to disapply
such rights. Such rights do not apply to an issue otherwise than
for cash, such as an issue in consideration of an acquisition. The
Directors believe that these requirements are too restrictive and
it is proposed that the Directors should be able to allot shares
amounting to an aggregate nominal amount of £ £111,322.83 otherwise
than on a pre-emptive basis.
In each case, the authority conferred shall expire at the
earlier of: fifteen months after the passing of this resolution; or
at the conclusion of the next AGM of the Company following the
passing of Resolutions 2 and 3. The Directors intend to raise
additional funds for the Company in due course after the
forthcoming General Meeting, subject to the Resolutions being
approved by shareholders.
Amendment to the Company’s
Articles
The proposed amendment to Article 65 of the Articles to allow
Shareholders’ meeting for the consideration of special resolutions
to be called on 14 clear days’ notice is conditional upon
Resolutions 1, 2 and 3 having first been approved by Shareholders.
Article 65 presently states, “An annual general meeting or a
meeting called for the passing of a special resolution shall be
called by not less than twenty-one clear days’ notice in writing. A
meeting other than an annual general meeting shall be called by not
less than fourteen days’ clear notice in writing.”
It is proposed in Resolution 4 to amend Article 65 by the
deletion of the words, “or a meeting called for the passing of a
special resolution” so as to read, “An annual general meeting shall
be called by not less than twenty-one clear days’ notice in
writing. A meeting other than an annual general meeting shall be
called by not less than fourteen days’ clear notice in
writing.”
A copy of the Articles shall be available for inspection at the
General Meeting and, if Resolution 4 is passed at the General
Meeting, a copy of the Company’s amended Articles shall be made
available on the Company’s website at
www.pelicanhousemining.co.uk.
Change of Name
The proposal to change the name of the Company from Pelican
House Mining plc to Sport Capital Group plc is conditional upon
Resolutions 1, 2, 3 and 4 having first been approved by
Shareholders. The Directors believe that the proposed, new name
better reflects the sectoral focus of the Company and may more
readily attract the attention of sports and leisure sector
investors and of potential investee companies.”
There follows a section which summarises the voting arrangements
for the General Meeting, details of which may be found in the
Circular. The Chairman’s Letter continues,
“Recommendation
For the reasons set out above, the Board of Directors recommends
Shareholders to vote in favour of the Resolutions, as they intend
to do in respect of the shareholdings over which they have voting
authority which, as at close of business on 7th December 2018 (being the last business day
prior to the issue of the Circular), amounted to 27,000,000
Ordinary Shares representing approximately 27.55 per cent. of the
existing issued Ordinary Share capital of the Company.”
A copy of the Circular, including the General Meeting notice,
will be uploaded as a PDF on the NEX Exchange website under
“Shareholder Documents” and be accessible by visiting:
https://www.nexexchange.com/member?securityid=101329.
John Treacy,
Director,
Pelican House Mining plc,
London, 10th
December 2018
The foregoing announcement has been issued after due and careful
enquiry; the Directors of Pelican House Mining accept
responsibility for its content.
Enquiries:
Pelican House Mining plc:
John Treacy
E-mail:contact@pelicanhousemining.co.uk;
john.treacy1981@icloud.com
Tel: + 44 797 325 3124
Keith, Bayley, Rogers & Co. Limited:
Graham Atthill-Beck
E-mail: Graham.Atthill-Beck@kbrl.co.uk
blackpearladvisers@gmail.com
Tel: +44 20 7464 4091
Mob: +44 750 643 4107; +971 50 856 9408
Brinsley Holman
E-mail: Brinsley.Holman@kbrl.co.uk
Tel: +44 20 7464 4098
Ends.
