5th Oct 2017 07:00
5 October 2017
Tethyan Resources plc
Posting of General Meeting Circular
Tethyan Resources plc (the "Company") announces that, further to the announcements of September 8, 2017 and September 22, 2017, the Company has posted a notice of meeting and information circular, along with proxy materials, which is available on the Company's website, www.tethyan-resources.com.
The general and special meeting will be held on November 1, 2017 at 12:00 p.m. (London time). Shareholders on the register as of September 27, 2017 will be eligible to vote.
For further information please contact:
Tethyan Resources PLC | +44 1534 881 885 |
Peter Mullens (CEO) | |
Cairn Financial Advisers LLP | +44 (0) 207 213 0880 |
James Caithie / Sandy Jamieson
|
Background and proposed Delisting
On 6 September 2017, the ordinary shares of the Company ("Ordinary Shares") commenced trading on the TSX Venture Exchange (the "TSXV"), under the symbol "TETH". Following its admission to TSXV the Company undertook a strategic review process assessing the viability of its ongoing quotations on both AIM and the TSXV.
The board of directors of the Company (the "Board") is confident that trading on the TSXV will provide a healthy platform for trading and that the added benefit of continued trading on AIM is outweighed by the regulatory burden and costs associated with maintaining the listing on AIM.
The Board has now taken the decision that, in light of the additional costs and regulatory burdens imposed upon the Company by having two quotations, it will seek shareholders' approval for the cancellation of admission to trading on AIM of its Ordinary Shares (the "Delisting").
The Board has taken this decision in order to further reduce its ongoing costs. The Company's shareholders ("Shareholders") will still be able to trade Ordinary Shares on the TSXV.
Process of Delisting
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange plc of the Delisting.
Under the AIM Rules, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General and Special Meeting (being not less than 75% of the votes cast).
Accordingly, the special resolution set out in the Notice of General and Special Meeting seeks Shareholders' approval to the Delisting. Subject to the special resolution approving the Delisting being passed at the General and Special Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 9 November 2017 with the Delisting taking effect at 7:00 a.m. (London Time) on 10 November 2017.
Upon the Delisting becoming effective, Cairn Financial Advisers LLP will cease to be nominated adviser to the Company and the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.
Shareholders should note, however, that the Company will nevertheless remain subject to the provisions of the UK Takeover Code, the policies of the TSXV and Canadian securities laws.
Consolidation
In addition, the Board considers that the current issued share capital is considerably higher than similar sized companies listed on the TSXV and it believes that this affects negatively investors' perception of the Company. Accordingly, a consolidation is being proposed in order to reduce the number of existing Ordinary Shares that are in issue to a level more in line with comparable TSXV listed companies. Subject to shareholder and TSXV approval, the Company anticipates completing the Consolidation after the Delisting has been completed.
Pursuant to the proposed consolidation the 168,182,052 existing Ordinary Shares ("Existing Ordinary Shares") of the Company will be consolidated and divided into 28,030,342 new ordinary shares of the Company ("New Ordinary Shares"). Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares ("Consolidation").
The Board believes that the Consolidation may improve the liquidity and marketability of the New Ordinary Shares to a wider range of investors, including institutional investors and that the Consolidation will make the New Ordinary Shares a more attractive investment proposition.
Accordingly the Board is proposing to convene the General and Special Meeting to put to Shareholders a special resolution to approve the Delisting and an ordinary resolution to approve the Consolidation in accordance with the AIM Rules and the U.K. Companies Act.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date (2017) | |
Publication of this document and posting to Shareholders | 4 October |
Last time and date for receipt of the Form of Proxy | 12:00 p.m. (London Time) on 30 October |
Time and date of the General and Special Meeting | 12:00 p.m. (London Time) on 1 November |
Last day of dealings in Ordinary Shares on AIM | 9 November |
Expected time and date of the Delisting becoming effective | 7:00 a.m. (London Time) on 10 November |
Consolidation(3) | Post-Delisting |
Notes:
(1) If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service recognized by the London Stock Exchange.
(2) The Delisting requires the approval of not less than 75%. of the votes cast by Shareholders at the General and Special Meeting.
(3) Neither the Consolidation nor the Delisting is contingent on the approval of the other. If one resolution is passed by Shareholders and the other fails, then the Company will proceed on that basis. Additional details with respect to the Consolidation are set out below.
Related Shares:
Tethyan Resources