RE: RNS landed13 Jan 2022 14:46
Reason for the GM
Accordingly, the Company is now convening the GM to table resolutions to authorise the
Directors to allot further Ordinary Shares and to disapply statutory pre-emption rights in respect of
allotment up to a certain amount. This will give the Directors flexibility to allot further Ordinary
Shares in the future (whether to maintain covenants of the Saltfleetby Debt Facility or in the
context of the prospective Saltfleetby Equipment Procurement or more generally) should they
consider it to be in the best interests of the Company to do so.
Explanatory notes to the business of the GM
1. Directors’ authority to allot shares
The directors currently have limited authority to allot ordinary shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. The Board is seeking, by resolution 1, to grant a new authority over ordinary shares up to a maximum nominal value of £1,748,939 (one million seven hundred and forty eight thousand nine hundred and thirty nine pounds), being 874,469,500 Ordinary Shares representing approximately 80% of the Company’s issued share capital as at 17 December 2021 (being the latest practicable date prior to publication of this document).
If approved by shareholders this authority will expire on 30 November 2022 or, if earlier, at the conclusion of the Company’s 2022 annual general meeting.
2. Dis-application of statutory pre-emption rights
The directors currently have limited power, in certain circumstances, to allot equity securities for cash other than in accordance with statutory pre-emption rights (which require a company to offer all allotments for cash first to existing shareholders in proportion to their holdings). The Board is seeking, by resolution 2, to grant a new power to apply to the grant equity securities in circumstances where:
1. the allotment takes place in connection with a rights issue or other pre-emptive offer; or
2. the allotment is limited to a maximum nominal amount of £1,093,086 (one million and ninety three thousand and eighty six pounds), being 546,543,000 Ordinary Shares representing approximately 50% of the nominal value of the issued ordinary share capital of the Company as at 17 December 2021 (being the latest practicable date prior to publication of this document).
If approved by shareholders this power will expire on 30 November 2022 or, if earlier, at the conclusion of the Company’s 2022 annual general meeting.