Source - LSE Regulatory
RNS Number : 4568R
W Resources PLC
08 March 2021
 

 

 

 

 

 8 March 2021

 

W Resources Plc

("W" or the "Company")

Capital Reorganisation and Notice of General Meeting

W Resources Plc (AIM:WRES), the tungsten, tin and gold mining company with assets in Spain and Portugal, announces a proposed reorganisation of the Company's share capital ("Capital Reorganisation") and will today post a circular to shareholders ("Circular") with a notice of General Meeting which will be held at 10.00 a.m. on Wednesday, 31 March 2021.

Background

The Company currently has in issue 7,709,935,731 Ordinary Shares at the date of this document, which are publicly traded on AIM. At the present time, the Ordinary Shares are trading at a price that is lower than their nominal value. The Company is not permitted by law to issue shares below their nominal value..

The Consolidation is being undertaken as the Company's Directors and advisers consider the number of shares currently in issue to be considerably higher than the majority of companies of a similar size on AIM, which, when combined with the current share price of significantly less than 1 pence per Share, unduly affects investor perception of the Company and volatility in its share price. Following advice from its advisers on these factors, including a period of monitoring of movements in the Company's share price, it has been made clear that the Company should take steps to consolidate its Shares to a more appropriate level and ensure it benefits from the ongoing support of the AIM market.

The Board also believes that the Capital Reorganisation should improve the liquidity and marketability of the Company's shares to a range of investors, including institutional investors through the creation of a higher price per Ordinary Share. 

Capital Reorganisation

The proposed Capital Reorganisation will consist of the following steps:

·     

the amendment of the Company's Articles of Association to set out the rights and restrictions attaching to a new class of Deferred Shares;

·     

each Existing Ordinary Share of £0.001 nominal value each will be subdivided into two new shares, a Redenominated Ordinary Share and a Deferred Share;

·     

the nominal value of each new Redenominated Ordinary Share will be one per cent. of an Existing Ordinary Share, being £0.00001;

·     

the nominal value of each new Deferred Share will be ninety-nine per cent. of an Existing Ordinary Share, being £0.00099; and

·     

every 100 Redenominated Ordinary Shares will then be consolidated into one New Ordinary Share with a nominal value of £0.001 (being 100 * £0.00001).

Each holder of Ordinary Shares will therefore have one New Ordinary Share for every 100 Existing Ordinary Shares currently held save where the Capital Reorganisation gives rise to a fractional entitlement.

As noted above, the Capital Reorganisation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 100. Any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of Shareholders entitled to fractions ("Fractional Shareholders"). As the net proceeds of sale due to a Fractional Shareholder are expected to amount to substantially less than £1.00, the Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to consolidate and distribute all such proceeds of sale, which instead shall be donated to WWF - UK, a charity registered with the Charities Commission with Charity number 1081247 and which has been selected by the Board in accordance with article 69 of the Articles of Association.

The Deferred Shares will not be transferable. The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have the right to receive notice of any general meeting of the Company or the right to attend, speak or vote at any such general meeting.

The Deferred Shares will not entitle their holders to receive any dividend or other distribution. The Deferred Shares will on a return of assets in a winding up entitle the holders only to the repayment of £1.00 for the entire class of Deferred Shares. Accordingly, the Directors consider the Deferred Shares, so created, to be of no economic value.

Resulting Share Capital

The issued share capital of the Company immediately following the Capital Reorganisation, assuming that it is approved by the Shareholders and that no further Existing Ordinary Shares are issued before the General Meeting, is expected to comprise 77,099,358 New Ordinary Shares along with the Deferred Shares.

The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.

Effects on Options and Other Instruments

The entitlements to Ordinary Shares of holders of securities or instruments convertible into Ordinary Shares (such as share options and warrants) will be adjusted to reflect the Capital Reorganisation. The Company will notify these holders of the Capital Reorganisation in due course.

All warrants and options remain subject to the relevant vesting conditions.

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. Subject to Shareholder approval of the Resolutions, it is expected that admission will become effective and that dealings in the New Ordinary Shares will commence on 1 April 2021. Following the Capital Reorganisation, the Company's new ISIN Code will be GB00BKQN5R41.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on 1 April 2021.

Recommendation

The Directors consider that the Capital Reorganisation is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their aggregate interests of 1,240,444,796 Existing Ordinary Shares (representing approximately 16.09 per cent. of the Existing Ordinary Shares).

General Meeting

In light of the COVID-19 pandemic, shareholders and their proxies will not be permitted to attend the meeting in person, as to do so would be inconsistent with current government guidelines relating to COVID-19. Shareholders are encouraged to return their proxy forms as soon as possible but in any event no later than 10.00 a.m. on 29 March 2021.

A copy of the Circular will be available on the Company's website, www.wresources.com. Unless otherwise indicated, defined terms shall have the meaning as described in the Circular and which are set out below.

Should Shareholders wish to raise any questions ahead of the General Meeting please, they are requested to do so via email at investor@wresources.com. 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries:

W Resources Plc

Paul Hailes, CFO

investor@wresources.com

www.wresources.com

Grant Thornton UK LLP

Colin Aaronson / Seamus Fricker

T: +44 (0) 20 7383 5100

Joint Broker

Turner Pope Investments (TPI) Ltd

Andy Thacker / Zoe Alexander

T: +44 (0) 203 657 0050

www.turnerpope.com

Joint Broker

Alternative Resource Capital / Shard Capital

Alex Wood

T:+44 (0) 20 7186 9004

www.altrescap.com

Damon Heath

T:+44 (0) 20 7186 9952

www.shardcapital.com

Alma PR

Justine James

T: +44 (0) 20 3405 0205

M: +44 (0) 7525 324431

wres@almapr.co.uk

 

DEFINITIONS

The following definitions apply throughout the Circular (this document), unless the context requires otherwise:

"Act"

means the Companies Act 2006 (as amended);

"Admission"

the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;

"AIM"

a market of that name operated by the London Stock Exchange;

"AIM Rules"

the AIM Rules for Companies and the AIM Rules for Nominated Advisers issued by the London Stock Exchange (as amended from time to time);

"Articles"

the memorandum and articles of association of the Company dated 29 June 2010;

"Board" or "Directors"

the directors of the Company as at the date of this document, whose names are set out on page 9 of this document;

"Capital Reorganisation"

together the Subdivision and Consolidation;

"Certificated" or in "Certificated Form"

means a share or security which is not in uncertificated form (that is, not in CREST);

"Company"

W Resources plc, a public limited company incorporated in England & Wales under registered number 04782584 and having its registered office at 27/28 Eastcastle Street, London W1W 8DH;

"Consolidation"

following the Subdivision, the consolidation of every 100 Redenominated Ordinary Shares into one New Ordinary Share;

"CREST"

the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form;

"CREST Manual"

the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);

"CREST Member"

a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations);

"CREST Regulations"

The Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);

"CREST Sponsor"

a CREST participant admitted to CREST as a sponsor;

"CREST Sponsored Member"

a CREST Member admitted to CREST as a sponsored member;

"Deferred Shares"

the deferred shares of £0.00099 each in the capital of the Company immediately following the Subdivision, having the rights set out in the Articles as amended at the General Meeting;

"Directors" or "Board"

the directors of the Company as at the date of this document whose names and functions are set out on page 9 of this document, or any duly authorised committee thereof;

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST;

"Existing Ordinary Shares"

the 7,709,935,731 ordinary shares of £0.001 each in issue at the date of this document;

"Form of Proxy"

the form of proxy enclosed with this document for use by Shareholders in connection with the General Meeting;

"General Meeting"

means the general meeting of the Company convened for 10.00 a.m. on 31 March 2021, notice of which is set out at the end of this document;

"Group"

means the Company together with its subsidiaries (as defined in the Act) as at the date of this document;

"ISIN"

International Securities Identification Number;

"London Stock Exchange"

London Stock Exchange plc;

"New Ordinary Shares"

the ordinary shares of £0.001 each in the Company to be created immediately following the Consolidation;

"Notice of General Meeting"

the notice convening the General Meeting, which is set out at the end of this document;

"Ordinary Shares"

the ordinary shares in the capital of the Company from time to time;

"Record Date"

Close of business on 31 March 2021;

"Redenominated Ordinary Share"

the ordinary shares of £0.00001 each in the capital of the Company immediately following the Subdivision;

"Registrar"

Share Registrars Limited;

"Resolutions"

the resolutions set out in the Notice of General Meeting to effect the Capital Reorganisation and amend the Articles;

"RIS"

a regulatory information service as defined by the Listing Rules;

"Shareholders"

holders of Ordinary Shares from time to time and the term "Shareholder" shall be construed accordingly;

"Subdivision"

the subdivision of each Existing Ordinary Shares into one Redenominated Ordinary Shares and one Deferred Share; and

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland.

 

All references in the Circular to "£", "pence", "p" or "pounds sterling" are to the lawful currency of the UK.

 

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