7th Nov 2008 07:00
NAMIBIAN RESOURCES PLC
("Namibian Resources" or the "Company")
Notice of General Meeting
The Company announces today it will be holding a General Meeting ("GM") to be held at 36 Dover Street, London W1S 4NH on Monday 1st December 2008 at 11am.
A Notice of Meeting with a Form of Proxy has been sent to all shareholders today. The Notice of Meeting includes resolution 1 to amend the Company's articles of association. The amended articles include amendments to ensure that they comply with the provisions of the Companies Act 2006 (the "2006 Act") which have, or will in the near future, come into force. The provisions of the 2006 Act are in the process of being brought into force. All provisions are anticipated to be in force by 1 October 2009. It is, therefore, proposed that the Company adopts new articles of association at the Meeting to incorporate key changes introduced by the 2006 Act, which are currently in force and to generally update the articles.
By way of a brief summary, the principal changes to be made to the current articles include:
1. provisions to make it easier for the Company to communicate with shareholders by electronic means or to allow documents to be communicated electronically or by publishing documents on the Company's website communications;
2. the minimum notice period for calling a general meeting other than an annual general meeting called for the passing of a special resolution has been reduced from 21 days to 14 days in line with the provisions of the 2006 Act;
3. the provision giving the chairman a casting vote in the event of an equality of votes on a shareholder resolution has been removed as it is incompatible with the provisions of the 2006 Act;
4. the articles have been updated to reflect the fact that under the 2006 Act proxies have the right to attend, vote (on a poll or a show of hands) and speak at any general meeting as well as dealing with the appointment of multiple proxies and time limits for the appointment and termination of a proxy appointment;
5. the regulations relating to the disclosure of interests have been updated;
6. the obligation on directors upon reaching the age of 70 to retire from office at the subsequent annual general meeting has been removed;
7. to allow the directors to authorise conflicts or potential conflicts of interest, where appropriate;
8. the provisions relating to indemnifying directors and officers have been updated and clarified;
9. references to extraordinary general meetings have been removed from the articles in line with the 2006 Act; and
10. references to extraordinary resolutions have been replaced with references to special resolutions in line with the 2006 Act.
It is expected that further amendments will be required at next year's annual general meeting to reflect further changes under the 2006 Act, which will be implemented over the course of the next year.
The new articles will, subject to the passing of resolution 1, come into effect at the conclusion of the GM. A full copy of the amended articles of association is available from the Company's website at www.namibianresources.com or alternatively a hard copy can be requested by telephoning the company on 020 8680 1600.
Resolution 2 is proposed to re-organise the Company's share capital. The current share price is materially below the nominal value of the existing Ordinary shares, and this Resolution divides each of the issued Ordinary shares of 10p into 1 new Ordinary share of 1p ("New Ordinary Shares") and 1 Deferred share of 9p ("Deferred Shares"). The Deferred Shares will have no value and no certificates for them will be issued. This Resolution also subdivides each of the existing authorised but unissued Ordinary shares of 10p into 10 New Ordinary Shares, and Resolution 3 amends the Articles of Association accordingly.
Resolutions 4 and 5 re-establish the power of the Directors to issue new Ordinary shares for both non-cash and cash consideration. Shareholders should note that the Directors are intending to exercise those powers to raise further cash for the Company as soon as appropriate, in order to expand operations in Namibia.
Contacts
Namibian Resources Plc
Tony Carlton - Telephone 020 8726 0900
Collins Stewart - Nominated Adviser to the Company
Adrian Hadden - Telephone 020 7523 8350
Related Shares:
NBR.L