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Polemos PLC - Notice of GM

Wed, 14th Mar 2018 16:36

RNS Number : 7556H
Polemos PLC
14 March 2018
 

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For Immediate Release                                                                                14 March 2018

 

Polemos Plc

("Polemos" or the "Company")

 

Posting of Notice of General Meeting

Polemos (AIM: PLMO) is pleased to announce that, further to the announcement of 8 March 2018, the Company has today posted its Circular convening its Notice of General Meeting (the "GM") to shareholders; a copy of which will also be available on the Company's website: http://www.polemos.com. The GM has been convened to approve the second tranche of the Placing announced on 8 March 2018 (the "Conditional Placing"), grant Directors authority to issue a further 1,965,220,000 new Ordinary Shares (pre Share Consolidation) on a non-pre-emptive basis, representing approximately 25% of the Further Enlarged Issued Share Capital, and a 100:1 Share Consolidation.

The General Meeting is to be held at 10:30am. on 3 April 2018 at the offices of Hill Dickinson LLP at Broadgate Tower, 20 Primrose Street, London, EC2AV 6DN.

The GM will be held to consider the following resolutions:

 Resolutions at the General Meeting

Resolution 1 - Authority of Directors to allot shares - Conditional Placing

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £140,000 for the Conditional Placing. The authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 2 - Dis-application of pre-emption rights - Conditional Placing

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 1 on a non pre-emptive basis pursuant to the authority conferred by Resolution 1 above for the Conditional Placing. This authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 3 - Authority of Directors to allot shares

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £196,522. The authority will expire on the date of the next annual general meeting of the Company.

Resolution 4 - Dis-application of pre-emption rights

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 3 on a non pre-emptive basis pursuant to the authority conferred by Resolution 3 above. This will allow the Board to allot new Ordinary Shares without recourse to the Shareholders so that it can issue new Ordinary Shares for cash, grant options and allot new Ordinary Shares to directors, employees and consultants pursuant to share option and incentives plans of the Company and move quickly from time to time as it deems appropriate.  If the authority is granted, it would only be exercised if the Directors believe that to do so would be in the best interest of the Shareholders as a whole. This authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 5 - Authority of Directors to allot shares pursuant to the Placing Warrants

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £410,000 in respect of the Placing Warrants.

Resolution 6 - Dis-application of pre-emption rights pursuant to the Placing Warrants

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 5 to permit the exercise of the Placing Warrants for cash on a non-pre-emptive basis.

 

Resolution 7 - Consolidation

This is an ordinary resolution seeking approval of the Consolidation.

For the avoidance of doubt, the share authorities in resolutions 1 - 5 (inclusive) above are shown on a pre-Consolidation basis and will be adjusted on the basis of the proposed Consolidation ratio of 1 New Ordinary Share for every 100 Existing Ordinary Shares following the passing of resolution 7 above.

 

Further information in connection with the proposed Share Consolidation is provided in Appendix 1 to this announcement.

 

The Company also announces that in relation to the Convertible Loan Debentures ("CLD's") issued on 31 January 2018, the Company has issued £50,000 of CLD's and not £80,000 as previously announced.

END. 

For further information, please contact:

Polemos PLC

Hamish Harris, Executive Chairman

 

Beaumont Cornish Limited (Nomad)

Roland Cornish/ James Biddle

Tel: +44 (0) 20 7628 3396

www.beaumontcornish.com

 

Peterhouse Corporate Finance Limited (Broker)

Lucy Williams

Tel: +44 (0) 20 7469 0930

 

Novum Securities Limited (Joint Broker)

Colin Rowbury

Tel: +44 (0) 2073999400

 

Appendix 1

In respect of Resolution 7, should Shareholders approve the Share Consolidation the resultant share in issue, following completion of the Share Consolidation would be as follows:

 

Existing Ordinary Shares                                                                                           5,160,915,400

 

Enlarged Existing Ordinary Shares                                                                           7,860,915,400

 

Further Enlarged Existing Ordinary Shares                                                              9,260,915,400

 

New Ordinary Shares in issue immediately following the Consolidation                       92,609,154

 

Nominal share value following the Consolidation                                                                        1p

 

This includes the Placing Shares

This includes the Placing Shares and Conditional Placing Shares

Assumes no other Ordinary Shares being issued (other than Placing Shares and Conditional Placing Shares) between the date of this document and the Record Date.

 

The expected timetable is as follows:

                                                                                                                                                  2018

 

Publication date of this document                                                                                     14 March

 

Latest time and date for receipt of Forms of Proxy                                    10.30 a.m. on  30 March

 

General Meeting                                                                                             10.30 a.m. on  3 April

 

Record Date                                                                                                      6.00 p.m. on 3 April

 

Effective time of the Consolidation and

dealings in New Ordinary Shares expected to commence on AIM                    8.00 a.m. on 4 April

 

CREST accounts credited with New Ordinary Shares                                                           4 April

 

Anticipated date of dispatch of definitive share certificates                      Within 10 Business Days

in respect of New Ordinary Shares                                                                              of Admission

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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