Tiger Resource Finance PLC Notice of GM and Capital Reorganisation (8776J)
15 September 2016 - 4:01PM
UK Regulatory
TIDMTIR
RNS Number : 8776J
Tiger Resource Finance PLC
15 September 2016
Tiger Resource Finance plc
("Tiger" or "the Company")
Notice of General Meeting and Proposed Capital
Reorganisation
Tiger announces that yesterday evening it posted to shareholders
a Notice of General Meeting ("GM") to be held at 12:00 noon on 30
September 2016 at the offices of Fladgate LLP, 16 Great Queen
Street, London WC2B 5DG. Copies of the Notice of General Meeting
are available on the Company's website www.tiger-rf.com.
The Company also announces that it intends to publish its
unaudited interim financial statements for the six months ended 30
June 2016 on 26 September 2016.
Capital Reorganisation
Contained within the Notice of GM are resolutions required to
effect a reorganisation of the Company's share capital.
The Board considers that the junior resource sector is well
positioned to recover from its historic lows and is keen that the
Company has the appropriate capital structure to avail of the
opportunities that the Board is considering. The Company's shares
currently trade at a price of around 0.5 pence which is lower than
the nominal value of the Company's shares which is 1 penny. English
company law prohibits a public company from issuing new shares at a
price less than its nominal value. This situation restricts the
Board from issuing new shares in the case of any potential
transaction or new equity fundraising.
The number of issued ordinary shares of 1p each in the Company
at this date is 142,831,939 ("Existing Ordinary Shares"). This
figure includes the 4,500,000 Existing Ordinary Shares which are
held by the Company in treasury. The Company is proposing to divide
each issued Existing Ordinary Share of 1p each held at 6.00 p.m. on
29 September 2016 (being the close of business on the day
immediately preceding the date of the GM) ("Record Date") into one
new ordinary share of 0.1p ("New Ordinary Share") and one deferred
share of 0.9p ("Deferred Shares") and to divide each unissued
Existing Ordinary Share into 10 New Ordinary Shares (together the
"Capital Reorganisation").
Share certificates
New share certificates will not be issued following the
completion of the Capital Reorganisation, and the existing share
certificates will continue to be valid following the Capital
Reorganisation. Shareholders who hold their shares in the Company
through CREST should note that the Company's ISIN number
(GB0002308525) will continue to be valid.
Rights of the Deferred Shares and New Ordinary Shares
The Deferred Shares will have no income or voting rights. The
only right attaching to the Deferred Shares will be to receive the
amount paid up on each of the Deferred Shares (i.e. 0.9p) on a
winding-up of the Company once the holders of New Ordinary Shares
have received GBP1,000,000 per New Ordinary Share held. The
Deferred Shares will not be transferable and will be held by the
secretary of the Company as trustee for the holders.
The Deferred Shares will not be admitted to trading on AIM, will
have only very limited rights on a return of capital and will be
effectively valueless and non-transferable. The Directors consider
that the Deferred Shares will have no effect on the respective
economic interests of the Shareholders.
The New Ordinary Shares will have the same rights and benefits
as the Existing Ordinary Shares from which they are derived.
Following the Capital Reorganisation, the number of New Ordinary
Shares held by each Shareholder will be the same as the number of
Existing Ordinary Shares held by them immediately before the
Capital Reorganisation, but the Capital Reorganisation will allow
any future fundraisings to take place, assuming that the share
price of the Company does not fall below the new nominal value.
Application will, conditional on the passing of the Resolutions
numbered 1 and 2 in the Notice of GM, be made for the New Ordinary
Shares to be admitted to trading on AIM. Dealings in the Existing
Ordinary Shares will cease at the close of business on the date of
the GM and dealings in the New Ordinary Shares are expected to
commence on the following business day. The ISIN and SEDOL number
of the New Ordinary Shares will be the same as the Existing
Ordinary Shares and any share certificates for the Existing
Ordinary Shares will remain valid for the New Ordinary Shares.
Amendments to the Articles of Association
The Capital Reorganisation will necessitate certain alterations
to the Articles. Amendment of the Articles forms part of the
Resolution numbered 2 in the Notice of GM and the alterations,
including the limited rights proposed for the Deferred Shares to be
created, are reflected in the amended Articles. The amended
Articles proposed are available for inspection by shareholders
until the conclusion of the General Meeting on the Company's
website www.tiger-rf.com.
The expected timetable for this proposed Capital Reorganisation
is set out below:
Latest time and date for receipt 12.00 noon on 28
of the Form of Proxy September 2016
General Meeting 12.00 noon on 30
September 2016
Record Date for the Share Capital 6.00 p.m. on 29 September
Reorganisation 2016
Existing Ordinary Shares disabled 7.00 a.m. on 3 October
in CREST and share register 2016
closed
Admission effective and dealings 8.00 a.m. on 3 October
commence on AIM in New Ordinary 2016
Shares
CREST accounts credited with 9.00 a.m. on 3 October
New Ordinary Shares 2016
ISIN of New Ordinary Shares GB0002308525
(unchanged)
SEDOL of New Ordinary Shares
(unchanged) 0230852
For further information please contact:
Tiger Resource Finance Plc
Raju Samtani, Director Tel: +44 (0)207 581 4477
finnCap Limited (Nominated Adviser)
Christopher Raggett/Scott Mathieson Tel: +44 (0)207 220 0500
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGGGUWCBUPQGQC
(END) Dow Jones Newswires
September 15, 2016 02:01 ET (06:01 GMT)
Tiger Royalties And Inve... (LSE:TIR)
Historical Stock Chart
From Apr 2024 to May 2024
Tiger Royalties And Inve... (LSE:TIR)
Historical Stock Chart
From May 2023 to May 2024