17 May 2019 13:49
17 May 2019
EDENVILLE ENERGY PLC
("Edenville" or the "Company")
Result of General Meeting
Edenville Energy Plc (AIM: EDL), the AIM quoted company developing the Rukwa coal project in southwest Tanzania (the "Project"), announces that at the General Meeting of the Company held earlier today in London, all resolutions put to shareholders were duly passed.
The votes were cast as follows in respect of Shareholders who have appointed the Chairman of the General Meeting as their proxy:
Resolution |
Votes for |
% |
Discretionary votes |
% |
Votes against |
% |
Votes withheld |
1 | 162,387,930 | 97.92 | 0 | 0.00 | 3,449,606 | 2.08 | 36,314,477 |
2 | 188,645,694 | 93.46 | 0 | 0.00 | 13,191,842 | 6.54 | 314,477 |
3 | 162,580,774 | 97.92 | 0 | 0.00 | 3,449,453 | 2.08 | 36,121,786 |
4 | 162,385,430 | 97.92 | 0 | 0.00 | 3,452,106 | 2.08 | 36,314,477 |
5 | 188,645,694 | 93.46 | 0 | 0.00 | 13,191,842 | 6.54 | 314,477 |
6 | 162,580,774 | 97.92 | 0 | 0.00 | 3,449,453 | 2.08 | 36,121,786 |
Following the passing of the resolutions the Conditional Placing to raise £410,000 (before expenses) through the issue of 2,050,000,000 Placing Shares has completed and the Conditional Placing Shares will be admitted to trading on AIM as further detailed below.
The net proceeds of the Placing will be used to expand the existing mining operations at the Project, specifically the opening up of the northern mining area and to provide additional working capital primarily to allow the Project to increase plant throughput and generate additional sales of washed coal.
Director Salary Shares
As described in the Company's announcement on 29 April 2019, in order to assist the Company, the Directors Rufus Short and Jeffrey Malaihollo have agreed to take their unpaid salaries partially and fully respectively in Ordinary Shares which are to be issued at a price of 0.02p per share (the "Director Salary Shares").
Following the admission of the Director Salary Shares and the Conditional Placing Shares (together the "New Ordinary Shares") to trading on AIM ("Second Admission"), the holdings of the Directors in the enlarged issued share capital of the Company will be as follows:
Director | Holding of Ordinary Shares following Admission | Percentage holding of Enlarged Share Capital |
Rufus Short | 85,021,961 | 1.9 |
Jeffrey Malaihollo | 153,125,000 | 3.5 |
Arun Srivastava, the Company's Non-Executive Director, does not currently hold any Ordinary Shares.
Director Salary Reductions
In addition to the proposed issue of Director Salary Shares, and as previously announced, as part of the ongoing cost cutting measures, Rufus Short has agreed to a 25 per cent. reduction in his salary from £130,000 (to £97,500), Jeff Malaihollo to a 20 per cent. reduction in his salary from £45,000 (to £36,000) and Arun Srivastava to a 31 per cent. reduction in his salary from £36,000 (to £24,840), all with effect from 29 April 2019. The Directors expect these reduced salaries to remain in place until at least the end of 2019 and will make further announcements regarding their remuneration as appropriate.
In addition, to further assist the Company reduce costs and conserve capital, Rufus Short has agreed to waive any entitlement to the £25,250 in unpaid salary previously deferred and Jeff Malaihollo has agreed to reduce his salary by a further 50 per cent. from £36,000 (to £18,000) between 1 May 2019 and 31 August 2019, equating to a further saving to the Company of £6,000.
Related Party Transaction
The issue of Director Salary Shares to Rufus Short and Jeff Malaihollo constitutes a related party transaction in accordance with AIM Rule 13. Dr Arun Srivastava who is not receiving Director Salary Shares and is therefore independent for this purpose, considers after consultation with the Company's Nominated Adviser, that the terms of the issue of the Director Salary Shares to Rufus Short and Jeff Malaihollo are fair and reasonable, in so far as the Company's shareholders are concerned.
Admission to Trading on AIM and Total Voting Rights
Application has been made for the 2,263,980,000 New Ordinary Shares, which will rank pari passu with the Company's issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Second Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 May 2019.
Following the issue of the New Ordinary Shares, the Company will have 4,412,241,762 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 4,412,241,762 Ordinary Shares may be used by the Company's shareholders 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular of the Company dated 29 April 2019.
For further information please contact:
Edenville Energy Plc Jeff Malaihollo - Chairman Rufus Short - CEO
| +44 (0) 20 3934 6630 |
SP Angel Corporate Finance LLP (Nominated Adviser and Broker) David Hignell Jamie Spotswood Abigail Wayne
|
+44 (0) 20 3470 0470 |
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Heather Armstrong | +44 (0) 20 3934 6630 |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Rufus Short
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| CEO
| |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Edenville Energy plc | |||
b)
| LEI
| 213800DBIRLNVAHNDU21 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.02p each | |||
Identification code | GB00BFMX4873 | ||||
| |||||
b)
| Nature of the transaction
| Issue of Ordinary Shares in lieu of unpaid salary
| |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 0.02p | 73,355,200 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
n/a - single transaction | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| 17 May 2019 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Jeffrey Malaihollo
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chairman | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Edenville Energy plc | |||
b)
| LEI
| 213800DBIRLNVAHNDU21 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.02p each | |||
Identification code | GB00BD0S4T13 | ||||
| |||||
b)
| Nature of the transaction
| Issue of Ordinary Shares in lieu of unpaid salary | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 0.02p | 140,625,000 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
n/a - single transaction | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| 17 May 2019 | |||
f)
| Place of the transaction
| Outside a trading venue | |||