29 Apr 2015 07:00
Berkeley Mineral Resources PLC
("BMR" or the "Company")
Posting of AGM notice and changes to Board of Directors
Posting of AGM notice
BMR announces that notice of its annual general meeting ("AGM") has today been made available to shareholders and for view on the Company's website, www.bmrplc.com.
The AGM will be held at 10.30 a.m. on 28 May 2015 at The Courthouse Hotel, 19-21 Great Marlborough Street, London W1F 7HL.
Changes to Board of Directors
Horacio Furman and Mark Wainwright have each confirmed that, at the AGM, they will not stand for re-election as Directors of the Company. Accordingly they will cease to be Directors of BMR following the conclusion of the AGM. The Company intends to announce the appointment of a new non-executive director as soon as practicable following the conclusion of the AGM.
Business of the AGM
The following customary matters will be the subject of resolutions at the AGM:
· To approve the re-election of each of Alex Borrelli and Jeremy Hawke as Directors of the Company;
· To receive the financial statements for the year ended 30 June 2014 and the auditors' report thereon;
· To appoint Crowe Clark Whitehill LLP as auditors to the Company and to authorise the Board to determine their remuneration;
· To authorise the Directors to exercise all powers of the Company to allot up to 500 million New Ordinary Shares of £0.01 each; and
· To disapply pre-emption rights in respect of 500 million New Ordinary Shares of £0.01 each.
In addition, the following matters will also be the subject of resolutions at the AGM:
· To approve the change of the Company's name to BMR Mining PLC;
· To convert the 24,479,376 settlement shares, referred to in the announcement of the Company dated 19 February 2015, into deferred shares;
· To re-organise the Company's share capital; and
· In accordance with section 656 of the UK Companies Act 2006, to seek approval for the Board not to take any further actions at the AGM.
Change of name to BMR Mining PLC
The Directors are proposing a change of name to reflect a separation from the past. "BMR" is also the trading name by which most shareholders, advisers and partners recognise the Company.
Conversion of settlement shares into deferred shares
Pursuant to the settlement agreement dated 18 February 2015, Masoud Alikhani, Barbara Alikhani and Swan Logistics Limited agreed, conditional upon shareholder approval, to convert their interest in 24,479,376 ordinary shares of the Company into deferred shares with no economic value or voting rights. This resolution seeks that approval.
Re-organisation of share capital
The Directors are proposing at the AGM that the Company complete a share re-organisation to reduce the par value of the existing ordinary shares in order that any new equity funds can, if necessary, be raised by the Company in due course (as, under the Companies Act 2006, fully paid shares cannot be issued by a company for less than their par value). The proposed re-organisation comprises a sub division of existing ordinary shares into new ordinary shares and deferred shares (again with no economic value or voting rights) and consolidation of those new ordinary shares into a new class of ordinary shares (New Ordinary Shares of £0.01 each) such that each existing holding of 10 ordinary shares will convert into 1 New Ordinary Share.
Section 656 of the Companies Act 2006
Under Section 656 of the United Kingdom Companies Act 2006 (the "Act") where the net assets of a public company are half or less of its called-up share capital, the directors must consider at a general meeting of the company whether any, and if so what, steps should be taken to deal with the situation.
The Directors have noted that, as at 30 June 2014, the net assets of the Group were £8,087,240, which is less than half of the nominal value of its called-up share capital of £20,178,002 as at 30 June 2014 (including the value of deferred shares issued by the Company as at the date hereof).
It is the Directors' current view that the most appropriate course of action would be to continue to maintain tight control over the running costs of the Company and to progress its plans for commercialising the tailings at Kabwe. The Directors have considered the current level of cash balances and the operational requirements of the Company in both the UK and Zambia over the next 12 months and the expected establishment of a pilot plant following successful completion of preliminary metallurgical and mineralogical test work on the leach plant residue tailings. The Directors believe that the current cash resources (which include £960,000 received pursuant to the Settlement Agreement) are sufficient for the Group's current operations and for establishing and operating the pilot plant.
For further information:
Berkeley Mineral Resources PLC 020 7408 1181
Alex Borrelli, Chairman
WH Ireland Limited 020 7220 1666
Chris Fielding, Head of Corporate Finance