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Notice of General Meeting and Posting of Circular

15th Nov 2013 07:00

RNS Number : 0962T
Beacon Hill Resources plc
15 November 2013
 



15 November 2013

 

Beacon Hill Resources Plc / AIM: BHR / ASX: BHU / Sector: Mining

 

Beacon Hill Resources Plc ('Beacon Hill or 'the Company')

 

 

Notice of General Meeting and Posting of Circular

 

 

Further to the Company's announcements on 4 and 25 October 2013, Beacon Hill Resources plc, the AIM and ASX listed coal producer, announces that a Notice of General Meeting and Shareholder Circular has been posted to shareholders today and is also available on the Company's website at www.bhrplc.com. Defined terms in this announcement have the same meaning as those in the Circular.

 

The Company would also like to announce that the General Meeting of Beacon Hill will be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP on Wednesday 4 December 2013 at 10.00 a.m. for the purposes of considering and, if thought fit, passing the Resolutions set out below.

 

It is proposed that the following Resolutions will be put to the meeting:

1. an ordinary resolution to grant the Directors authority to allot (a) the Darwin Second Tranche Loan Notes, (b) the Darwin Third Tranche Loan Notes, (c) the Institutional Loan Notes, and (d) additional securities up to approximately 15% of the current issued share capital of the Company;

2. a special resolution to disapply statutory pre-emption rights on the allotment of equity securities for cash in respect of the allotment of (a) the Darwin Second Tranche Loan Notes, (b) the Darwin Third Tranche Loan Notes, (c) the Institutional Loan Notes, (d) certain offers to Shareholders on a pre-emptive basis, and (e) additional equity up to approximately 15% of the current issued share capital of the Company;

3. an ordinary resolution to ratify and approve the issue of the Darwin First Tranche Loan Notes and the Commitment Fee Shares pursuant to ASX Listing Rule 7.4;

4. an ordinary resolution to approve the issue of (a) the Darwin Second Tranche Loan Notes, (b) the Darwin Third Tranche Loan Notes, and (c) the Institutional Loan Notes pursuant to ASX Listing Rule 7.1;

5. a special resolution to approve the deletion of Article 142 of the Company's Articles of Association, which seeks to replicate certain protections afforded by the Takeover Code, and which is now redundant in light of the recent amendments to the Takeover Code, as well as certain other minor consequential amendments to such Articles of Association; and

6. an ordinary resolution to approve for the purposes of ASX Listing Rule 10.14 the grant of Options to Murray d'Almeida, details of which have been separately announced today.

 

The Company intends to utilise the funds raised from the issue of the Institutional Loan Notes and, if issued, the Darwin Second Tranche Loan Notes and Darwin Third Tranche Loan Notes for capital expenditure and working capital purposes in each case in relation to the Minas Moatize mine. The issue of the Institutional Loan Notes and the Darwin Second and Third Tranche Loan Notes is conditional, inter alia, on the passing of resolutions 1, 2, 3 and 4.

 

 

For further information, please contact:

 

Beacon Hill Resources Plc

 

Justin Farr-Jones, Chairman ([email protected])

Rowan Karstel, Managing Director ([email protected])

+ 44 1372 464 549

Canaccord Genuity Limited

 

Neil Elliot / Joe Weaving

+44 20 7523 8000

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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