3 Feb 2015 18:31
3 February 2015 REGENCY MINES PLC
("Regency" or the "Company")
Proposed Reorganisation of Share Capital
and
Notice of General Meeting
Proposed Share Capital Reorganisation
The Company's Ordinary Shares of 0.1p each ("Ordinary Shares") are currently trading on AIM at a price close to their nominal value of 0.1p per share. English company law prohibits the issue of new shares by an English company at a price below their nominal value and, accordingly, the ability of the Company to raise funds by way of the issue of further equity could potentially be inhibited.
Accordingly, the Directors are seeking Shareholders' authority to create a sufficient differential between the nominal value of the Ordinary Shares and their market price ("Reorganisation") to provide flexibility for future share issues as required. It should be noted that there is no current intention to make any such issues.
To give effect to the Reorganisation, the Articles will need to be amended to make changes to allow the creation of deferred shares and these amendments will require Shareholders' approval at a General Meeting.
It is, therefore, proposed that each of the existing Ordinary Shares will be subdivided into one new Ordinary Share of 0.01p each ("New Ordinary Share") and one Deferred Share of 0.09p each ("Deferred Share").
Immediately following the Reorganisation becoming effective, each Shareholder's holding of New Ordinary Shares will be the same as their number of existing Ordinary Shares. Therefore, each Shareholder's proportionate interest in the Company's issued ordinary share capital will, and thus the aggregate value of their holding should, remain unchanged as a result of the Reorganisation.
The New Ordinary Shares will continue to carry the same rights as attached to the existing Ordinary Shares.
If the Reorganisation is approved and assuming no shares are issued between now and that date, the Company's issued ordinary share capital will still comprise 1,788,918,926 New Ordinary Shares and application will be made for the New Ordinary Shares to be admitted to trading on AIM with effect from 23 February 2015.
No new share certificates representing the New Ordinary Shares will be sent to Shareholders who hold existing Ordinary Shares in certificated form. Accordingly, share certificates for the existing Ordinary Shares will remain valid, and will only be replaced by share certificates for New Ordinary Shares when the old share certificates are surrendered for cancellation following the transfer, transmission or other disposal of New Ordinary Shares.
Shareholders who hold the existing Ordinary Shares in uncertificated form through CREST should expect to see the security description updated for the existing ISIN number, in order to reflect their holding in New Ordinary Shares on 23 February 2015.
The Deferred Shares created will be effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of Deferred Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of Ordinary Shares have received a payment of £100,000,000 on each such share. The Deferred Shares will not be traded on AIM or listed and will not be transferable without the prior written consent of the Board. No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of shareholders be credited in respect of any entitlement to Deferred Shares.
General Meeting
A General Meeting to approve the Resolutions necessary for the Reorganisation will be held at the Company's premises Ivybridge House, 1 Adam Street, London WC2N 6LE on 20 February 2015 at 11 am.
The Notice of Meeting and letter sent to shareholders is available on Company's website:
Notice of Meeting: http://www.regency-mines.com/files/5014/2296/6387/FEB_NOM.pdf
Letter to Shareholders: http://www.regency-mines.com/files/2514/2296/6577/Letter.pdf
For further information, please contact:
Andrew Bell0207 747 9960 or 0776 647 4849 Chairman Regency Mines Plc
Roland Cornish/Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd.
Christian Pickel 0203 128 8208 Media Relations MHP Communications