RE: Degsy's midnight runners14 May 2019 11:45
A) Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot up to: (i) 2,050,000,000 Ordinary Shares (being an aggregate nominal value of £410,000) in connection with the Conditional Placing; and (ii) 220,612,088 Ordinary Shares (being an aggregate nominal value of £44,122 and 5 per cent. of the Enlarged Share Capital) otherwise than in connection with the Placing;
(B) Resolution 2, which will be proposed as an ordinary resolution, is to authorise the Directors to allot up to 213,980,200 Ordinary Shares (being an aggregate nominal value of £42,796 in connection with the Director Salary Shares;
(C) Resolution 3, which will be proposed as an ordinary resolution, is to authorise the Directors to allot up to: (i) 2,000,000,000 relevant securities (being an aggregate nominal value of £400,000) in connection with the Funding Agreement;
(D) Resolutions 4, 5 and 6, which will be proposed as special resolutions to disapply statutory pre-emption rights in respect of the allotments of Ordinary Shares and relevant securities authorised under Resolutions 1, 2 and 3.
Action to be Taken
The GM is being convened for Shareholders to consider and, if thought fit, approve the Resolutions, which, if approved, will result in the Directors having the authority to issue the 2,050,000,000 Conditional Placing Shares, the 213,980,200 Director Salary Shares and 2,000,000,000 relevant securities in connection with the Funding Agreement.
A paper proxy form is not enclosed with this document. Shareholders are able to vote online by logging on to www.signalshares.com and following the instructions provided or, in the case of CREST members, by using the CREST electronic proxy appointment service set out in note 4 to the Notice of General Meeting.
A hard copy proxy form can be requested from the Registrars, further details of which are set out in note 9 to Notice of General Meeting.
Recommendation
If the Resolutions are not approved, it is likely that the Project will have to be placed on care and maintenance and the Company will be responsible for securing additional finance in the immediate short term to mitigate the risks to business continuity. Such finance may not be readily available or may only be available on terms that are unfavourable to the Company.
The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole. The Directors are of the opinion that if the Resolutions are not passed the Company is unlikely to be in a position to meet its future operational commitments in Tanzania or its corporate obligations and may not be able to continue trading. Accordingly, the Directors strongly recommend the Shareholders to vote in favour of the Resolutions at the General Meeting.
Oh I'm sorry... What is sentimental about that?... I have a dictionary you can borrow if you're struggling with definitions