8 Jul 2016 17:00
Frontier Resources International Plc
("Frontier" or the "Company")
8 July 2016
Issue of Circular
The Board of Frontier (AIM Ticker: FRI) announces that the Company has today issued a circular convening a general meeting for 11.15am on Monday 25 July.
As previously announced on 7 July 2016, the Company) intends to tidy up its share capital by buying back all the deferred shares of 0.9p each and A deferred shares of 0.09p each in its share capital ("Deferred Shares") for the sum of £1 in aggregate ("Buy-Back").
The Deferred Shares were created because, due to earlier losses of capital, the market value of the Company's ordinary shares had dropped below their nominal value and, as company law does not permit a public limited company to issue shares at less than their nominal value, the Company could not raise new funding by the allotment of new ordinary shares. In order to enable the Company to issue new shares the nominal value of such ordinary shares was rebased and the excess share capital was applied in creating the Deferred Shares.
Under the terms of its articles of association ("Articles") the Company is entitled to buy back all of the Deferred Shares for £1 in aggregate. No shareholder is entitled to be paid any sum if the proceeds of sale of his Deferred Shares are less than 1p, and the Company does not anticipate any holder of Deferred Shares qualifying to receive any such proceeds. The Buy-Back has to be funded from the carried forward profits of the Company or a fresh issue of shares. As the Company does not have any carried forward profits, the Company has allotted 3,721 Ordinary Shares of 0.01p each at an issue price of 0.03p per Ordinary Share to Barbara Spurrier, one of its directors, in order to create the necessary proceeds to effect the Buy-Back. Once the Buy-Back has been completed the Deferred Shares will be cancelled, and the Ordinary Shares will constitute the only class of share capital in the Company.
Any Director of the Company is authorised under the Articles to execute a contract to effect the Buy-Back on behalf of all the holders of the Deferred Shares (the "Contract"). The Contract has to be approved by a special resolution of the ordinary shareholders of the Company. Under the Articles the Company is not required to seek the approval for the Buy-Back from the holders of the Deferred Shares. A copy of the Contract is on display at the Company's website at http://www.friplc.com/ and will remain on display for ten years from the date that the purchase of the Deferred Shares is completed.
The Company has convened a general meeting of the Company to be held at 11.15 a.m. on 25 July 2016 at Finsgate, 5-7 Cranwood Street, London EC1V 9EE, at which a special resolution to approve the Buy-Back and the Contract will be proposed ("General Meeting").
The board of directors of the Company is of the opinion that the above resolution to be proposed at the General Meeting (the "Resolution") is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial shareholdings, which amount in aggregate to 537,097,355 ordinary shares of 0.03p each, representing approximately 10.41 per cent. of the existing ordinary share capital of the Company.
Enquiries:
Frontier Resources International Plc
Adam Reynolds, Chairman
Tel: +44 (0) 7785 908158
SPARK Advisory Partners Limited (Nomad)
Neil Baldwin/Mark Brady
Tel: +44 (0)20 368 3550
Beaufort Securities Limited (Broker)
Jon Belliss
Tel: +44 (0)20 7382 8300
Yellow Jersey PR Limited (Financial PR)
Felicity Winkles/ Joe Burgess/ Josh Cole
Tel: +44 (0) 7748 843 871
A copy of this announcement is available from the Company's website www.friplc.com