16th Mar 2018 11:00
Stratex International Plc
('Stratex' or 'the Company')
Posting of Annual Report and Proposed Capital Re-organisation
Stratex, the AIM-quoted gold-focused exploration and development company in Turkey and Africa, is pleased to confirm that, further to its announcement on 27 February 2018, the Company's Annual Report and audited accounts for the year ended 31 December 2017, are being posted to shareholders today, together with the notice of AGM and Form of Proxy. The Company's AGM will be held at 3.00pm on 19 April 2018 at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London, EC2P 2YU.
At the AGM, the Company are proposing two resolutions to be voted on by shareholders related to changing the value of the Company's nominal shares (the 'Capital Re-organisation Resolutions'), further details are set out below.
The Annual Report and Form of Proxy are also available for download from the Company's new website www.stratexinternational.com, together with a new Corporate Presentation.
Background to and Reasons for the Capital Re-organisation Resolutions
The Company's Ordinary Shares have recently been trading at a discount to their nominal value of 1p for a sustained period of time. As the Company cannot issue shares at a discount to the nominal value, this situation currently restricts the Company from issuing shares which it may wish to do, for example, in the case of any potential transaction or new equity fundraising. The Board is consequently proposing the Capital Re-organisation Resolutions in order that the Company has the flexibility to issue shares as is being put forward at the AGM. Accordingly, Shareholders will be asked at the AGM to approve a sub-division of the Company's Existing Ordinary Shares which will have the effect of reducing the nominal value of the issued and unissued ordinary share capital of the Company.
The Capital Re-organisation Resolutions involve subdividing each issued Existing Ordinary Share of 1p each into one New Ordinary Share of 0.1p each and one Deferred Share of 0.9p each. Immediately thereafter, each existing shareholder will hold 1 New Ordinary Share and 1 Deferred Shares in place of each Existing Ordinary Share.
The Capital Re-organisation Resolutions will be passed if at least 75 per cent. of the votes cast are in favour. Following the passing of the Capital Re-organisation Resolutions, and assuming no further Existing Ordinary Shares are issued between the date of this Notice and the AGM, the issued share capital will comprise 467,311,276 Ordinary Shares and 467,311,276 Deferred Shares, and the value of the paid-up share capital will remain £4,673,112.76.
New Ordinary Shares
The New Ordinary Shares will retain all the rights of the Existing Ordinary Shares. Application will, conditional on the passing of the Capital Re-organisation Resolutions, 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 AGM 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.
Deferred Shares
The Deferred Shares will have no right to vote, attend or speak at general meetings of the Company and will have no right to receive any dividend or other distribution and will have only limited rights to participate in any return of capital on a winding-up or liquidation of the Company, which will be of no material value. No application will be made for admission of the Deferred Shares to trading on AIM and no share certificates will be issued for the Deferred Shares.
Recommendation
The Directors consider the Capital Re-organisation Resolutions to be 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 Special Resolution to be proposed at the Annual General Meeting, as they intend to do in respect of their own beneficial holdings of 1,962,342 Existing Ordinary Shares representing 0.42 per cent. of the Existing Ordinary Shares in issue.
Expected timetable
Latest time and date for receipt of the Form of Proxy | 3.00pm on 17 April 2018 |
Record Date for the Share Capital Re-organisation | 6.00pm on 18 April 2018 |
AGM | 3.00pm on 19 April 2018 |
Admission effective and dealings commence on AIM in New Ordinary Shares | 8.00am on 20 April 2018 |
** ENDS **
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following the publication of this announcement, this inside information is now considered to be in the public domain.
For further information please visit www.stratexinternational.com, @StratexPLC on Twitter,
or contact:
Stratex International Plc | Tel: +44 (0)20 830 9650 |
Tim Livesey / Claire Bay | |
Camarco (IR/PR Contact) | Tel: +44 (0)20 3757 4980 |
Gordon Poole / Nick Hennis / Monique Perks | |
Grant Thornton UK LLP | Tel: +44 (0)20 7383 5100 |
Samantha Harrison | |
Hannam & Partners | Tel: +44 (0)20 7907 8500 |
Neil Passmore / Andrew Chubb | |
Notes to Editors:
Since listing in 2006, Stratex has discovered more than 2.2 million ounces of gold and 7.09 million ounces of silver, as well as 186,000 tonnes of copper. The Company owns an exciting exploration project in Senegal on which it has signed an option earn-in agreement with IAMGOLD and 14.87% of a copper-gold project at feasibility stage in Turkey, which will likely default to a 1.2% (post-Turkish tax) royalty position during H1-2018. The Company also has significant interests in Thani Stratex Resources Ltd, Tembo Gold Corp. and Aforo Resources Limited for their exploration projects in Djibouti and Egypt, Tanzania and Burkina Faso, respectively. The Company is currently pursuing value-accretive opportunities within its existing portfolio as well as identifying new value-appropriate projects in Africa and Europe.
Related Shares:
Oriole Resources