Armadale Capital Regulatory News (ACP)

28 May 2015 12:30

Armadale Capital Plc (‘Armadale’ or ‘the Company’)

Posting of Report & Accounts and Notice of AGM

Proposed share consolidation and subdivision of share capital

Armadale, the AIM quoted investment company focused on natural resource projects in Africa, has released and posted its audited annual financial statements and annual report for the year ended 31 December 2014 together with the Notice of Annual General Meeting, which will be held on 22 June 2015 at 11.00 am at 55, Gower Street, London WC1E 6HQ.

Contained within the Notice of AGM is a Circular to shareholders detailing a proposed share consolidation and subdivision to be proposed inter alia at the AGM as Special Business. The above documents can be viewed at the Company's website: www.armadalecapitalplc.com.

Consolidation and Subdivision of share capital

The share price levels at which the Company’s ordinary shares (the “Existing Ordinary Shares”) are currently trading means that small absolute movements in the share price represent large percentage movements, resulting in share price volatility. The Directors also note that the number of Existing Ordinary Shares in issue at 6,164,079,997 is an excessive number for a company of the size of Armadale.

In addition, the Directors wish to create a greater disparity between the share price and the nominal value of each share, to enable greater flexibility to set issue price levels (as a percentage of market price) in the context of any proposed future share issues.

Accordingly, the Directors are proposing that every 150 Existing Ordinary Shares of 0.01 pence each be consolidated (the “Consolidation”) into one new ordinary share of 1.5 pence (the “Consolidated Shares”) and then each Consolidated Share be subdivided (the “Subdivision”) into one new ordinary share of 0.1 pence (the “New Ordinary Shares”) and one deferred share of 1.4 pence (the “Deferred Shares”). Entitlements under outstanding warrants and share options, fractional entitlements arising will be dealt with as set out below.

Outstanding Options and Fractional entitlements

If the relevant resolution is approved, the Consolidation will occur after close of trading on the AIM Market of the London Stock Exchange on the date of the AGM.

As all existing ordinary shareholdings in the Company are proposed to be consolidated, the proportion of the issued ordinary share capital of the Company held by each Shareholder immediately before and after the Consolidation will, save for minor adjustments as a result of the fractional entitlement provisions set out below, remain unchanged.

All entitlements under outstanding options granted to certain officers and executives of the Company shall be recalculated accordingly as a result of the Consolidation and Subdivision with entitlements rounded down to the nearest whole share.

Fractional entitlements

No Shareholder will be entitled to a fraction of a Consolidated Share. Where, as a result of the Consolidation, any Shareholder would otherwise be entitled to a fraction only of a Consolidated Share (Fractional Shareholder), such fractions will, in so far as possible, be aggregated with the fractions of Consolidated Shares to which other Fractional Shareholders of the Company would be entitled to form full Consolidated Shares (Fractional Entitlement Shares). These Fractional Entitlement Shares will then be retained or sold for the benefit of the Company.

Other Information

The rights attaching to the New Ordinary shares will be identical in all respects to those of the Existing Ordinary Shares.

The Deferred Shares will have the rights and be subject to the restrictions set out in the Company’s articles of association.

CREST Shareholders will have their CREST account credited with the relevant number of New Ordinary Shares immediately following their Admission, which is expected to be on 23 June 2015.

The Company's directors will be voting in favour of all resolutions in respect of their individual beneficial holdings amounting to approximately 4.0% and unanimously recommend that shareholders do as well.

If approved by shareholders, the Consolidation will become effective after close of trading on the AIM Market of the London Stock Exchange on the date of the AGM, being 23 June 2015 and it is expected that the new ordinary shares following the Consolidation will be admitted to trading on AIM with effect from the next business day, being 23 June 2015.

**ENDS**

Notes

Armadale Capital Plc is focussed on investing in and developing a portfolio of investments, targeting the natural resources sector in Africa. The Company, led by a team with operational experience and a strong track record in Africa, has a strategy of identifying high growth businesses where it can take an active role in their advancement.

Armadale is focused on the development of the Mpokoto Gold project in the Democratic Republic of the Congo, in which it owns an 80% interest. Mpokoto has a current Total Mineral Resource of 678,000 oz gold (‘Au’) from 14.58 million tonnes (‘Mt’) @ 1.45g/t Au at a cut-off grade of 0.5g/t. The Company has recently announced the results of an Expanded Scoping Study for Mpokoto which demonstrated a post-tax net present value of US$55.3m based upon a discount rate of 8% and a gold price of US$1,250/oz. The Project is subject to four Mining Licences which are valid for an initial term of 30 years from 30 September 2014.

Armadale also currently holds approximately a 30% interest in Mine Restoration Investments Ltd, a South African listed company, which aims to develop profitable operations in South Africa through the briquetting and sale of coal fines in KwaZulu Natal, as well as a number of other quoted investments.

More information can be found on the website www.armadalecapitalplc.com.

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