MTR.L Regulatory News (MTR)

2 Mar 2023 07:00

Metal Tiger plc

(“Metal Tiger” or the “Company”)

Corporate Update, AIM Cancellation and Notice of General Meeting

Introduction

On 18 November 2022, Metal Tiger plc (AIM: MTR, ASX: MTR), the AIM and ASX listed investor in natural resources opportunities, announced that it had successfully been entered into the register of small registered UK AIFMs and following such registration and in light of the evolving investment strategy of the Company, and its subsidiaries and subsidiary undertakings (together the “Group”), the board of directors of the Company (the "Board" or the “Directors”) were considering whether a potential move from the AIM market of the London Stock Exchange (“AIM”) to the Specialist Fund Segment of the Main Market (the “SFS”) would better enable the Company to meet its future investment objectives in the interests of Shareholders. However, having carefully explored the possibility of applying for admission of the ordinary shares of the Company (the “Shares”) to trading on the SFS and following discussions with the Company’s professional advisers, it has become clear that such a move is not viable at this time.

Whilst admission to AIM has generally served the Company well to date the Board is of the opinion that, given the approval process required in advance of certain investments, it will not be possible to implement efficiently the more active trading strategy that is likely to be required in the future whilst the Company remains trading on AIM. As such, the Board has now determined that it is in the best interests of the Company and Shareholders to proceed with cancelling the admission of the Shares to trading on AIM (“AIM Cancellation”) without applying for admission of the Shares to trading on the SFS or any other market in the United Kingdom. However, the Company will retain the admission of the Shares to listing and trading on the Australian Securities Exchange (the “ASX”). The Board believes that this will result in the Company having greater flexibility to manage its portfolio, implement the New Investing Policy (as defined below) and better position it to pursue and achieve its investment objectives in the future by being able to trade in a more efficient manner. Equally, should the New Investing Policy be approved by Shareholders, it is the Board’s belief that the AIM Cancellation will provide flexibility to pursue “Complementary Investments” (as described below).

In accordance with the notes to AIM Rule 41, as the Company will maintain the admission of the Shares to listing and trading on the ASX, being an AIM Designated Market, Shareholders’ consent in a general meeting of the Company, which would otherwise be required pursuant to AIM Rule 41, is not required for the AIM Cancellation. The Company expects the AIM Cancellation to take place at 7.00 am on 31 March 2023.

As part of this process and to place the Group in a better position to meet its investment objectives in the future, the Company also proposes to implement a new investing policy (the “New Investing Policy”), in place of the Company’s existing investing policy. Under the New Investing Policy, the Group would seek to achieve its investment objectives through a combination of “Core Investments” and “Complementary Investments”. “Core Investments” would comprise investments in financial products issued by companies which are predominately admitted to trading on recognised stock exchanges including, but not limited to, the ASX, the Canadian Securities Exchange, the London Stock Exchange (including both AIM and the Main Market), the Stock Exchange of Hong Kong, the Johannesburg Stock Exchange, the New York Stock Exchange and the Toronto Stock Exchange (including the TSX Venture Exchange). “Complementary Investments” would comprise investments in complementary business verticals, with a focus on commercial businesses or funds with separate management teams with that support investment in and the funding of companies and/or projects within the mining sector, that will generate income for the Group.

The New Investing Policy will represent a material change from the Group’s existing investing policy and accordingly, in accordance with the Company’s obligations under the AIM Rules, adoption of the New Investing Policy will require approval of Shareholders by way of ordinary resolution. However, this will not result in a change in the nature or scale of the Group’s activities for the purpose of the ASX Listing Rules Assuming the New Investing Policy is approved by Shareholders, it is proposed that it would come into effect simultaneously with, and be conditional upon, the AIM Cancellation.

In addition, the Board proposes to put in place two new option schemes (the “New Option Schemes”) for both past and existing employees, replacing the Company’s existing option schemes, which, in accordance with the Company’s obligations under the ASX Listing Rules, will require approval of Shareholders by way of ordinary resolution. Subject to Shareholders’ approval, it is intended that the New Option Schemes will be put in place following the AIM Cancellation.

Notice of General Meeting and Recommendation

As the implementation of the New Investing Policy and the adoption of the New Option Schemes, as well as certain related matters including the cancellation of the Company’s existing option schemes and grant of replacement options to the Directors, will require approval of Shareholders, the Company is today publishing and posting to Shareholders a circular (the “Circular”), including Notice of a General Meeting of the Company to be held at Higher Shalford Farm, Charlton Musgrove, Wincanton, Somerset, BA9 8HF, at 10.00 am on 20 March 2023 (the “General Meeting”).

At the General Meeting, Shareholders’ approval will be sought for the approval of seven resolutions in regards to the New Investing Policy and New Option Schemes and related matters including the cancellation of the Company’s existing option schemes and grant of replacement options to the Directors. The Circular contains further details of the background to and reasons for these proposals and the AIM Cancellation, as well as other information which Shareholders should carefully consider before deciding how to vote on the resolutions proposed in the Notice of General Meeting.

The Directors unanimously believe that all the resolutions are in the best interests of the Company and its Shareholders. The Directors unanimously recommend Shareholders to vote in favour of resolution 1 (as set out in the Notice of General Meeting) relating to the New Investing Policy, as they intend to do in respect of their own beneficial holdings which in aggregate amount to 6,369,489 Shares, representing approximately 3.75 per cent. of the Company’s current issued ordinary share capital of 169,423,576 Shares as at 1 March 2023 (being the latest practicable date prior to publication of this announcement).

Each of the Directors is eligible to participate in the New Option Schemes subject to Shareholder approval, and therefore declines to make any recommendation in relation to voting on resolutions 2, 4, 5, 6 and 7 (as set out in the Notice of General Meeting) as these resolutions relate to their participation in the New Option Schemes. In addition, each of the Directors is a person who holds an existing option that is the subject of the approval sought under resolution 3 (as set out in the Notice of General Meeting) or is an associate of such person, and accordingly the Directors decline to make any recommendation in relation to voting on resolution 3 as it relates to existing options held by each of the Directors. Pursuant to the ASX Listing Rules, voting exclusions apply to resolutions 2, 3, 4, 5, 6 and 7 which restrict the ability of Directors and their associates to vote on such resolutions, as more particularly described in the Notice of General Meeting.

Timetable and next steps

The Company is today publishing the Circular and the General Meeting will take place on 20 March 2023. A copy of the Circular will shortly be available to view at www.metaltigerplc.com.

The Company expects the AIM Cancellation to take place at 7.00 am on 31 March 2023. Following the AIM Cancellation, the Shares will remain admitted to trading on the ASX. Shareholders who currently hold their Shares via the UK register will automatically have their holdings switched to the Australian register where they will be held as CHESS depository interests (“CDIs”), with each CDI representing one Share, providing a formal market mechanism enabling Shareholders to trade in the Shares through CDIs. Further details on how Shareholders will be able to effect transactions in the Shares through CDIs after the AIM Cancellation are set out in the Circular. In addition, prior to the AIM Cancellation, Link Asset Services will write to Shareholders with further information about this process and information will also be made available on the Company’s website at www.metaltigerplc.com.

The Board intends to change the name of the Company to Strata Investment Holdings plc (although this will not require Shareholders’ approval) shortly following the General Meeting and the AIM Cancellation.

Further updates will be provided to Shareholders in relation to these matters as appropriate in due course.

Unless otherwise defined, capitalised terms used in this announcement shall have the meanings given to them in the Circular.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

For further information on the Company, visit www.metaltigerplc.com:

Enquiries:

Notes to Editors:

Metal Tiger plc is admitted to the AIM market of the London Stock Exchange (“AIM”) and the Australian Securities Exchange (“ASX”) with the trading code MTR and invests in high potential mineral projects with a base, precious and strategic metals focus.

The Company's target is to deliver a high return for Shareholders by investing in significantly undervalued and/or high potential opportunities in the mineral exploration and development sector.

Equity Investments invests in undervalued natural resource companies. The majority of its investments are listed on AIM, the TSX and the ASX, which includes its interest in Sandfire Resources Limited (ASX: SFR). The Company also considers selective opportunities to invest in private natural resource companies, typically where there is an identifiable path to IPO.

The Company actively assesses new investment opportunities on an on-going basis and has access to a diverse pipeline of new opportunities in the natural resources and mining sectors. For pipeline opportunities deemed sufficiently attractive, Metal Tiger may invest in the project or entity by buying publicly listed shares, by financing privately and/or by entering into a joint venture.

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