24th Oct 2014 07:00
24 October 2014
| AIM/ASX Code: WHE
|
NOTICE OF ANNUAL GENERAL MEETING TO APPROVE THE COMPANY'S ANNUAL REPORT, REMUNERATION REPORT, DIRECTOR RE-ELECTIONS, APPROVAL OF 10% PLACEMENT CAPACITY, PROPOSED SHARE CONSOLIDATION, ISSUE OF SHARES TO CREDITORS AND AUTHORTIY TO ISSUE SHORTFALL SHARES TO DIRECTORS |
AIM and ASX listed Wildhorse Energy Limited ('WHE' or 'the Company') advises that further to its announcement dated 29 August 2014 concerning a proposed 1 for 30 consolidation of shares and options and a revised 5 for 1 renounceable entitlements issue ("Entitlements Issue"), the Company announces that it has posted to shareholders a notice of annual general meeting to take place at 12.00 (WST) on Tuesday 25 November 2014 at the Plaza Level, BGC Centre, 28 the Esplanade, Perth, Western Australia, at which shareholders are being asked to consider and approve the following:
· the Company's Remuneration Report
· re-election of Directors, Mr Mark Hohnen and Mr Mark Pearce
· approval of 10% Placement Capacity
· a 1 for 30 consolidation of shares, thereby reducing the number of shares in issue to approximately 13.8 million. The number of options in issue will also be consolidated on a 1 for 30 basis, with the exercise price of the options increasing in inverse proportion to the consolidation ratio ("Consolidation");
· authority to issue shares to the value of A$68,000 to creditors; and
· authority to issue shortfall shares to directors, for a consideration of up to A$1.25 million in connection with a shortfall in the take-up of the entitlements issue.
A copy of the Notice of annual general meeting and Explanatory Memorandum is available on the Company's website, www.wildhorse.com.au.
The following is an indicative timetable for the consolidation:
Event | Date |
Company announces Consolidation and sends out Notice of Meeting | 24 October 2014 |
Meeting | 12pm (WST) on Tuesday 25 November 2014 |
Notification to ASX of results of Meeting | 25 November 2014 |
Last day for trading in Securities on a pre-Consolidation basis | 26 November 2014 |
First day of trading in Consolidated Securities on a deferred settlement basis | 27 November 2014 |
Last day to register transfers on a pre-Consolidation basis | 1 December 2014 |
Admission effective and dealings commence on AIM in Consolidated Securities | 2 December 2014 |
First day for Company to send notice to Securityholders of change to holdings as a result of Consolidation First day for Company to register Securities on a post-Consolidation basis and for issue of holding statements | 2 December 2014 |
Issue Date Admission of shares post-consolidation to AIM Last day for Securities to be entered into the Securityholders' security holdings and for Company to send notice to Securityholders of change of holdings as a result of the Consolidation Deferred settlement ends / normal (T+3) trading resumes | 8 December 2014 |
Effect on capital structure:
Shares | Options | |
Current capital structure | 413,240,284 | 13,163,514 |
Capital structure post Consolidation | 13,774,676 | 438,780 |
Issue of Shares to Creditors | 1,360,000 | - |
Capital Structure post Issue | 15,134,676 | 438,780 |
Entitlements Issue (5 for 1) | 75,673,380 | - |
Capital Structure post Entitlements Issue | 90,808,056 | 438,780 |
Entitlements Issue
Eligible shareholders will be entitled to acquire five (5) new ordinary shares ("New Shares") for every ordinary share held at the record date (to be determined). New Shares under the Entitlements Issue will be offered at A$0.05 per share (on a post Consolidation basis). The rights under the Entitlements Issue are renounceable meaning eligible shareholders will be able to buy and sell their rights on the ASX. The Company is not seeking admission of the rights to trading on AIM.
The Entitlements Issue will raise approximately AU$3.78 million which will be used to enable the Company to pursue new opportunities in the resource and other sectors and to progress the Company's current projects.
Issue of Shortfall Securities
As announced by the Company on 29 August 2014, the Company will undertake a 5 for 1 pro rata renounceable entitlements issue. Under the Entitlement Issue Prospectus ("Prospectus") any entitlement not taken up pursuant of the offer will form the shortfall ("Shortfall"). Under the Prospectus the Directors will reserve the right to issue Shortfall securities at their discretion ("Shortfall Shares").
The Company seeks Shareholder's approval for the issue of the Related Party Shortfall Shares to Messrs Middlemas, Hohnen and Pearce of the Shortfall Shares available subsequent to completion of the Entitlements Issue. Shortfall Shares will only be allocated to the extent they are available, and no shares or a lesser amount may be offered.
Should all resolutions be passed by shareholders and the Company issue the maximum number of Shortfall Shares, the holdings of the directors will be as follows:
Director | Shares held at completion of Offer | Maximum Shortfall Shares Allocation | Maximum Share Holding | Maximum Percentage holding |
Ian Middlemas | 1,020,000 | 10,000,000 | 11,020,000 | 12.1% |
Mark Hohnen | 199,315 | 10,000,000 | 10,199,315 | 11.2% |
Mark Pearce | - | 5,000,000 | 5,000,000 | 5.5% |
For further information please visit www.wildhorse.com.au or contact:
Mark Pearce | Wildhorse Energy Limited | Tel: +61 8 9322 6322 |
Colin Aaronson/Jen Clarke/Jamie Barklem | Grant Thornton UK LLP | Tel: +44 (0)207 383 5100 |
Related Shares:
SO4.L