Duke Capital Regulatory News (DUKE)

16 June 2015

Praetorian Resources Limited

("Praetorian Resources" or the "Company")

Results of EGM

Praetorian Resources today announces that at its extraordinary general meeting (the "EGM") held earlier today, all resolutions were duly passed.

New Investing Policy

Accordingly, the Company has changed its investing policy to become a diversified royalty finance company (the "New Investing Policy"), that will provide alternative financing to a diversified range of profitable, well-managed businesses ("Company Partners").

Under the New Investing Policy, as described in further detail in its circular sent to shareholders on 28 May 2015, the Company will use an innovative financing structure that allows it to provide capital in a manner that is intended to maximise valuations of Company Partners, be tax efficient and allow existing owners of the Company Partners to retain control of their businesses. The primary objective is to generate predictable, stable cash flows from the Company Partners to allow the Company to provide an attractive, yet stable, yield as well as liquidity to shareholders.

Change to terms of the subscription shares, and cancellation of subscription shares from trading on AIM

The Company has a line of AIM quoted subscription shares of no par value in the capital of the Company (the "Subscription Shares"). As set out in its announcement on 28 May 2015, the final subscription date of the Company's Subscription Shares is 16 June 2015. Following which, all outstanding Subscription Shares (that is, those that have not converted into ordinary shares following the exercise of a subscription right) will be cancelled. 

Furthermore, following the passage of resolutions at the EGM, the Subscription Shares, of which there are currently 23,324,433 quoted on AIM, will be cancelled from trading on AIM with effect from 8.00 am on 26 June 2015.

Change of name to Duke Royalty Limited

The Company's name has now changed to Duke Royalty Limited, and trading under the new TIDM, DUKE, will begin on 17 June 2015.

Directorate Changes

Following the passing of all resolutions at the Company's EGM, two of the Company's directors, Nathan Steinberg and Kaare Foy have resigned from the board with immediate effect and Neil Johnson, CharlesCannon-Brookes, Nigel Birrell and James Ryan have been appointed as directors of the Company, also with immediate effect. Information about the new directors is set out in the announcement of 28 May 2015. Robert King will remain as the Company's Chairman on an interim basis to ensure an orderly transition of directors and to help with implementation of the Company's new investing policy. 

Amendments to the Company's Articles of Incorporation

Certain administrative amendments have been made to the Company's Articles of Incorporation, including changes required to give effect to the change of the Company's name, as well as amendments to ensure the continued tax residency in Guernsey following the approval of the New Investing Policy.

Copies of the Articles of Incorporation will be available for viewing on the Company's new website (www.dukeroyalty.com) from 17 June 2015.

Share consolidation on a 20-for-1 basis

The Company has undertaken a share consolidation of 1 new ordinary share of no par value in the Company ("New Ordinary Shares") for every 20 existing ordinary shares of no par value in the Company ("Ordinary Shares") (together the "Share Consolidation"), with the fractional entitlements arising from the Share Consolidation being aggregated and sold in the market, and all proceeds donated to a charitable organisation chosen by the Company. Following the Share Consolidation, shareholders still hold the same proportion of the Company's ordinary share capital as before the Share Consolidation (save in respect of fractional entitlements). Other than a change in nominal value, the New Ordinary Shares carry equivalent rights under the Articles of Incorporation to the Existing Ordinary Shares.

Application has been made to the London Stock Exchange in respect of a total of 7,294,126 New Ordinary Shares to be admitted to trading on AIM ("Admission"). Of this total, 6,794,126 Ordinary Shares will be issued in respect of the share consolidation as described above and 500,000 Ordinary Shares are being issued to Abingdon Capital Corporation. It is expected that Admission will become effective on 17 June 2015 and the New Ordinary Shares have been allocated stock identification codes as follows: SEDOL code BYZSSY6 and ISIN code GG00BYZSSY63. 

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 7,294,126 with each share carrying the right to vote. This number of shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.

Chairman Rob King commented, "I would like to thank both Mr Steinberg and Mr Foy for their contribution to the Company and their support throughout this restructuring process. I would also like to take the opportunity to thank the Company's shareholders for their continuing support and for voting in favour of the resolutions which begins a new chapter of the Company's life."

Neil Johnson, Chief Executive Officer of Duke Royalty stated, "I am pleased to report that the resolutions received over 99% support from the Company's shareholders at this morning's EGM. We believe this overwhelmingly positive response from shareholders to our diversified royalty business strategy is an indication of the potential for our business model in the UK market. Having a first mover advantage as a public company positions Duke Royalty well for future success."

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