RNS10 Jun 2019 17:02
Alexander Mining plc, the AIM-listed mining, minerals and metals processing technology company, announces that it will today post to Shareholders a circular ("Circular") containing notice of a general meeting for approval of a proposed capital re-organisation to be held at 11:30 a.m. on 28 June 2019, or immediately following the conclusion of the AGM being held at 11.00 a.m., at the offices of Druces, Salisbury House, London Wall, London, EC2M 5PS (the "General Meeting").
Background
Alexander, in common with a multitude of other companies in the mining sector, has been affected by the acutely challenging economic and market conditions.
The market value of Alexander's ordinary shares ("the Existing Ordinary Shares") has fallen below their nominal value which is currently 0.1 pence. The Company is therefore unable to issue any further ordinary shares due to provisions of the Companies Act 2006 ("Act") which prevents a company from issuing shares at less than their nominal value.
The Capital Re-organisation and New Articles of Association
Accordingly, the Company proposes to implement the proposed capital re-organisation ("the Capital Re-organisation") to enable further issues of shares in the future. At present, there are 1,888,730,149 Existing Ordinary Shares in issue. In order to implement the Capital Re-organisation, resolutions will be proposed at the General Meeting, to take effect from the close of business on the date the resolutions are passed (or such other time or date as the Board may determine), whereby;
a) each Existing Ordinary Share on the register of members of the Company at the close of business on 28 June 2019 (or such other time or date as the Board may determine) ("the Record Date") will be divided into:
i) 1 new ordinary share of 0.001 pence (a "New Ordinary Share"); and
ii) 99 new deferred shares of 0.001 pence ("New Deferred Shares"); and
b) each of the issued deferred shares of 9.9p each in the capital of the Company on the register of members of the Company at the Record Date, which came into existence in 2012, will be subdivided into 9,900 New Deferred Shares;
The Company's Articles of Association are to be amended by the Resolution proposed, simply to reflect the creation of the New Ordinary Shares and the subdivision of the Existing Deferred Shares, and such Resolutions will also grant to the Directors replacement authorities to issue New Ordinary Shares and to allot the same without applying pre-emption rights in accordance with the Act.
The New Ordinary Shares will have the same rights and benefits of the Existing Ordinary Shares. The number of New Ordinary Shares in issue following the Capital Re-organisation will be unchanged from the number of Existing Ordinary Shares in issue immediately prior to the Capital Re-organisation.
The New Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively