8th Dec 2009 16:38
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For Immediate Release |
8 December 2009 |
Triple Plate Junction PLC
("TPJ" or the "Company")
NOTICE OF AGM
Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM
Triple Plate Junction PLC (AIM : TPJ), the gold, copper-gold and mineral exploration and processing company has today posted a circular to shareholders including a Notice of AGM proposing, amongst other things, the de-listing of the Company's Ordinary Shares from trading on AIM.
The 2009 AGM of Triple Plate Junction Plc will be held at 10.00 a.m. on 31 December 2009 at the offices of Fasken Martineau LLP at 17 Hanover Square, London W1S 1HU. At this meeting, shareholders will be asked, amongst other things, to approve the resolution necessary for the Company to cancel admission of its AIM securities.
If the resolution is passed, the last day of trading of the Company's Ordinary Shares will be 8 January 2010 and the cancellation of admission to trading on AIM will be effective from 7.00am on 11 January 2010.
The Preliminary Results of TPJ were announced today which detail the reasons behind the proposed de-listing.
A copy of the full circular including the Notice of AGM is available at the Company's website: www.tpjunction.com.
For further information please contact:
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Triple Plate Junction PLC |
020 7340 9970 |
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David Lees, Acting Chief Executive Peter Wright, Finance Director |
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Buchanan Communications |
020 7466 5000 |
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Tim Anderson |
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Arbuthnot Securities |
020 7012 2000 |
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John Prior |
The letter from Ian Gowrie-Smith, Chairman, contained in the circular is set out below:
PROPOSED CANCELLATION OF ADMISSION OF ORDINARY SHARES TO TRADING ON AIM
NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 31 December 2009
I am writing to inform you that the Directors of Triple Plate Junction Plc, with the exception of Mr Bill Howell, have concluded that it is no longer in the best interests of the Company or its shareholders to maintain admission to AIM of the Ordinary Shares. A shareholders' meeting of Triple Plate Junction Plc will be held at 10.00 a.m. on 31 December 2009 at the offices of Fasken Martineau LLP at 17 Hanover Square, London W1S 1HU. At this meeting, shareholders will be asked, amongst other things, to approve the resolution necessary for the Company to cancel admission of its AIM securities (the De-Listing). This meeting will constitute the 2009 Annual General Meeting (AGM) of Triple Plate Junction Plc at which the enclosed Annual Report and Accounts for the year to 31 March 2009 will be laid before members. A summary of all of the resolutions to be proposed at the AGM, the action you should take and the recommendations of the Directors are further described below.
Background to the De-Listing
The Ordinary Shares were re-admitted to trading on AIM on 19 January 2004 with a share price of 30p and a market capitalisation of approximately £10.8 million. Since the time of admission, the Company has acquired copper and gold exploration interests inPapua New Guinea, Vietnam and Zambia and, more recently, has successfully concluded joint venture farm-in arrangements with each of Barrick Gold Corporation (Barrick) and Newmont Ventures Limited (Newmont) in respect of certain exploration interests held by the Company. Despite the achievements of the Company, the Company's share price has not reflected this success. The Company failed to generate positive cash-flow from its African activities and the very difficult stock market conditions which have adversely affected the Company's ability to raise new equity have caused the Directors to consider the merits or otherwise of the Company's Ordinary Shares continuing to be traded on AIM, including the following key factors:
the expiry of the Company's two exploration licences at Pu Sam Cap in North West Vietnam, the time delays and uncertainties in the process of re-issuing the licences for a further two years under Vietnam's Mineral Law and the proposed closure of the Company's office in Vietnam as a result of the uncertainties connected to exploration and mining investment in Vietnam, as announced by the Company in its trading update on 24 September 2009 (September Trading Update);
the Company's failure to generate cash flows from mining interests in Zambia and its subsequent withdrawal from further activities in Zambia as announced by the Company in its September Trading Update;
the effect of current economic turmoil leading to significant falls in the value of global stock markets, from which the Company is not immune;
the Company, like other similar sized AIM companies, suffering from a lack of liquidity for Ordinary Shares; and
the cost and regulatory burden associated with maintaining an admission to AIM.
Having carefully considered each of these key factors referred, the majority of the Directors are of the conclusion that it is no longer in the best interests of the Company or its shareholders to maintain admission to AIM of the Ordinary Shares and therefore the Company should seek the cancellation of its AIM admission.
THE DE-LISTING
In accordance with Rule 41 of the AIM Rules for Companies published by the London Stock Exchange plc (London Stock Exchange) from time to time, the Company has today notified the London Stock Exchange of its intended cancellation which will be conditional upon the consent of not less than 75 per cent. of votes cast by the Company's shareholders in a general meeting.
Consequently, the Company is proposing a resolution to de-list the Company at the 2009 Annual General Meeting to be held at 10.00 a.m. on 31 December 2009.
If the resolution is passed, the last day of trading of the Company's Ordinary Shares will be 8 January 2010 and the cancellation of admission to trading on AIM will be effective from 7.00am on 11 January 2010. The notice of the AGM set out at the end of this Document contains a special resolution which proposes that the Company's admission to trading on AIM be cancelled.
STRATEGY FOLLOWING THE DE-LISTING
Following the De-Listing, the Directors intend to continue to focus on enhancing shareholder value by maintaining its interest in the joint venture partnerships with each of Barrick and Newmont. Costs associated with each partnership will be borne by Barrick and Newmont respectively and not the Company. At the same time, the Directors shall continue to reduce the Company's capital expenditure to a minimum. In the event one or either joint venture yields a successful discovery in the period following De-Listing, the Directors intend to pass on the Company's proportionate entitlement to such success to shareholders by way of a return on investment. However there can be no guarantee as to the success of either joint venture so shareholders should be aware the Directors may be obliged to consider whether the Company is in a position to continue to trade.
The Directors believe that the following the De-Listing, the Company may benefit from an estimated saving of up to £175,000 per annum as a direct result of the removal of ongoing compliance and regulatory costs associated with a listing of Ordinary Shares on AIM.
TRANSACTIONS IN ORDINARY SHARES FOLLOWING DE-LISTING
Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value. However, while there can be no guarantee of any shareholders being able to purchase or sell any Ordinary Shares, the Directors intend to use reasonable endeavours to create and maintain a matched bargain settlement facility. Under this facility shareholders or persons wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order. Shareholders who do not have their own broker may need to register with the matched bargain settlement facility provider as a new client. This can take some time to process and therefore shareholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider once arranged will be made available to shareholders on the Company's website.
INTERIM RESULTS
The Company intends to announce its interim results for the six month period ended 30 September 2009 by 31 December 2009 in accordance with Rule 18 of the AIM Rules for Companies.
ANNUAL GENERAL MEETING
The 2009 Annual General Meeting will be held at 10.00 a.m. on 31 December 2009 at the offices of Fasken Martineau LLP at 17 Hanover Square, London W1S 1HU. At the AGM, resolutions will be proposed as follows:
to receive and adopt the Report and Accounts for the year to 31 March 2009;
to re-elect David Lees, as a director who retires by rotation;
to reappoint Grant Thornton UK LLP as auditors for a further year; and
to cancel the admission of the Company's Ordinary Shares to trading on AIM.
ACTION TO BE TAKEN
A Form of Proxy is enclosed for use at the AGM. Whether or not you intend to be present at the AGM, you are asked to complete, sign and return the Form of Proxy to the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but in any event so as to arrive no later than 10.00 am on 29 December 2009. The completion and return of a Form of Proxy will not preclude you from attending the AGM and voting in person should you wish to do so. Accordingly, whether or not you intend to attend the AGM in person, you are urged to complete and return the Form of Proxy as soon as possible.
RECOMMENDATIONS
The Directors, with the exception of Mr Bill Howell, consider the De-Listing to be in the best interests of the Company and its shareholders for the reasons explained above. The Directors, with the exception of Mr Bill Howell, recommend you to vote in favour of Resolution 4 at the AGM as they and the persons with whom they are, or are deemed to be, connected intend to do (where they are able to instruct voting) in respect of a total of 35,566,077 Ordinary Shares (representing approximately 21 per cent. of the current issued ordinary share capital of the Company).
Yours faithfully
Ian Gowrie-Smith
Chairman
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