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12 Feb 2020 07:00
12 February 2020
GLOBAL RESOURCES INVESTMENT TRUST PLC
("GRIT" or "the Company")
Notice of General Meeting
and
Proposed authorities to allot and to disapply pre-emption rights in respect of up to 12,392,902 new Ordinary Shares
As anticipated in the announcement made on 23 December 2019, the Company is calling a General Meeting of Shareholders in order to seek Shareholders' authority to allot shares and to disapply statutory pre-emption rights.
Details of the proposals and the relevant resolutions which will be put to Shareholders at the General Meeting are set out in a circular, being despatched to shareholders today, which is reproduced below.
The General Meeting will be held at the offices of Peterhouse Capital Limited, at 80 Cheapside, London EC2V 6EE on 6 March 2020 at 12.30 p.m.
A copy of the Circular will be available on the Company's website www.grit.london
The circular reads as follows:
1. INTRODUCTION
I am writing to provide you with details of the General Meeting which will be held at the offices of Peterhouse Capital Limited, at 80 Cheapside, London EC2V 6EE on 6 March 2020 at 12.30 p.m.
This document sets out details of, and seeks your approval for the issue of up to 12,392,902 Shares and the disapplication of associated pre-emption rights ("the Proposals").
Further details of the Proposals and the relevant Resolutions which will be put to Shareholders at the General Meeting are set out below.
Notice of the General Meeting is set out at the end of this document and a Form of Proxy is enclosed with this document.
2. BACKGROUND TO AND REASONS FOR THE PROPOSALS
On 23 December 2019, the Company announced that, as a consequence of the cessation of negotiations for the sale of its interest in Anglo-African Minerals plc ('AAM') (itself announced on 17 December 2019), it would convene a meeting of shareholders.
As explained in the 23 December 2019 announcement, the purpose of this meeting is to seek authority from shareholders to allot shares and to disapply statutory pre-emption rights, because the restricted authority currently available to the Board is a constraint which severely hinders the Company's ability to consider investment proposals that might give the Company a renewed long-term purpose and life.
Since negotiations with the previous aspirant buyer ceased (and as anticipated in the 17 December 2019 announcement), the sale of AAM to alternative purchasers has continued to be actively explored; and we remain hopeful that a sale of AAM and the repayment by AAM of the Company's loan will be achieved within the next few months.
It nevertheless remains the Board's intention at that time to pursue this course of action; and thus enable the substantial part of the profits realised from such a sale to be distributed to the shareholders on the register at the date of the announcement of the sale. In the event that we proceed to issue additional shares pursuant to the new authorities currently being sought, we shall ensure that measures are taken to protect the current shareholders from the resulting dilutive effects that would otherwise impact on their current entitlement to share in the substantial majority of the proceeds of any future sale of AAM. This could be achieved in a variety of ways but will be dependent on the circumstances prevailing at the time and the relative proximity, or likelihood, of the realisation of the investment in AAM.
The Company wishes to retain the flexibility to raise additional capital through the issue of new Shares prior to the publication of a prospectus in connection with any New Share Issuance Programme. Accordingly, the Company is now seeking authority to issue and to disapply statutory pre-emption rights for: (i) 8,392,902 Shares (representing 20 per cent. of the issued share capital of the Company as at 10 February 2020 (the latest practicable date prior to the date of this document)) until the end of the Company's annual general meeting to be held in 2020 (at which the Company will seek renewal of such authority); and (ii) 4,000,000 Shares (representing 9.53 per cent. of the issued share capital of the Company as at 10 February 2020) for any share issuances which are exempt from the obligation to publish a prospectus.
3. BENEFITS OF THE PROPOSALS
The Directors believe that the Proposals will yield the following principal benefits. They will:
·; provide the basis for raising additional capital which will enable the Company to benefit from the continued investment opportunities in the market; and
·; increase the number of Shares in issue, which may provide Shareholders with additional liquidity.
Accordingly, the Directors are recommending that Shareholders vote in favour of the Proposals.
An announcement of each allotment under the authority conferred by the Resolutions will be released through a Regulatory Information Service, including details of the number of new Shares allotted and the placing price for the relevant allotment.
4. USE OF NET PROCEEDS
The net proceeds of any new Shares issued pursuant to the Resolutions, after providing for the Company's operational expenses, will be used to make investments in accordance with the Company's investment policy.
5. DILUTION AND TREASURY SHARES
As at 10 February 2020 (the latest practicable date prior to the date of this document) there were 41,964,512 Shares in issue. If 12,392,902 Shares (being the maximum number of Shares available under the authority granted pursuant to the Resolutions) were to be issued, the issued share capital would have increased by 29.53 per cent. and existing shareholders would be diluted by a maximum of 22.8 per cent.
No Shares are held in treasury at the date of this document.
6. GENERAL MEETING
In order to give effect to Proposals, Shareholders will need to pass the Resolutions.
The Resolutions
Resolution 1, which will be proposed as an ordinary resolution, will, if passed, give the Directors the authority to allot up to a further 12,392,902 new Shares, equal to 29.53 per cent. of the issued share capital as at the date of this document. Resolution 2, which will be proposed as a special resolution, will, if passed, give the Directors the authority to allot all the Shares over which they are granted authority pursuant to Resolution 1 for cash on a non-pre-emptive basis. Resolution 2 will not become effective unless Resolution 1 is also passed.
The formal Notice convening the General Meeting is set out on page 7 of this document.
7. ACTION TO BE TAKEN
Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or deliver it by hand during office hours only to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received as soon as possible and in any event by no later than 12.30 p.m. on 4 March 2020. Shareholders who hold their shares electronically may submit their votes through CREST.
Shareholders are requested to complete and return a Form of Proxy or submit their votes through CREST, whether or not they wish to attend the General Meeting.
8. SHAREHOLDER SUPPORT FOR THE RESOLUTIONS
The Company's two principal shareholders, representing in aggregate 54.3% of the total voting rights, have expressed their support for all the resolutions noted below and have signed irrevocable undertakings to vote in favour of the Resolutions.
9. RECOMMENDATION
The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Yours faithfully
James NormandChairman
DEFINITIONS
The following definitions apply throughout this document and the Form of Proxy, unless the context requires otherwise:
Articles the articles of association of the Company, as amended from time to time
Board the board of Directors
Company Global Resources Investment Trust plc
CREST the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form
Directors the directors of the Company or any duly constituted committee of the Board
Euroclear Euroclear UK & Ireland Limited, being the operator of CREST
Form of Proxy the form of proxy provided with this document for use by Shareholders in connection with the General Meeting
FSMA the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force
General Meeting the general meeting of the Company to consider the Resolutions, convened for 6 March 2020 at 12.30.p.m. or any adjournment thereof, notice of which is set out on page 7 of this document
London Stock Exchange London Stock Exchange plc
Notice of General Meeting the notice of the General Meeting as set out on page 7 of this document
Registrar Computershare Investor Services PLC, in its capacity as the Company's registrar
Resolutions the Resolutions to give effect to the Proposals
Shareholder a holder of Shares
Shares ordinary shares of 0.1p each in the capital of the Company
GLOBAL RESOURCES INVESTMENT TRUST PLC
(Incorporated and registered in England and Wales with registered number 08256031 and registered as aninvestment company under Section 833 of the Companies Act 2006)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting of Global Resources Investment Trust plc (the "Company") will be held at the offices of Peterhouse Capital Limited, at 80 Cheapside, London EC2V 6EE at 12.30 p.m. on 6 March 2020 for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution.
ORDINARY RESOLUTION
1. THAT the directors of the Company (the "Directors") be and are generally and unconditionally authorised pursuant to and in accordance with section 551 of Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot, or grant rights to subscribe for or to convert any security into, up to 12,392,902 ordinary shares of 0.1 pence each in the capital of the Company ("Shares"), such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2020 (unless previously renewed, varied or revoked by the Company at a general meeting), save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Shares to be allotted, or rights to subscribe for or to convert securities into Shares to be granted, after the expiry of such authority and the Directors may allot Shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. THAT subject to the passing of Resolution 2 above, the Directors be and they are empowered pursuant to sections 570 to 573 of the Act to allot Shares for cash pursuant to the authority referred to in Resolution 1 above as if section 561 of the Act did not apply to any such allotment provided that this power: (i) shall be limited to the allotment for cash of up to 12,302,902 Shares; and (ii) expires at the conclusion of the annual general meeting of the Company to be held in 2020 unless renewed at a general meeting prior to such time, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require Shares to be allotted after the expiry of such power, and the Directors may allot Shares in pursuance of such an offer or agreement as if such power had not expired.
By order of the Board of Directors
Registered Office: 80 Cheapside, London EC2V 6EE
12 February 2020
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
James Normand, Chairman of GRIT, arranged for the release of this announcement.
For further information:
Global Resources Investment Trust plc (www.grit.london)
James Normand, Chairman +44 (0) 7779 799431
Beaumont Cornish Limited (financial adviser) +44 (0) 20 7628 3396
Roland Cornish / Felicity Geidt
Peterhouse Capital Limited (sole broker) +44 (0) 20 7469 0930
Lucy Williams / Duncan Vasey