13 Feb 2015 12:23
For Immediate Release
13 February 2015
3Legs Resources plc
Results of Extraordinary General Meeting
Change of Directors
Total Voting Rights
At the Extraordinary General Meeting of 3Legs Resources plc ("3Legs" or the "Company") held today, all the resolutions contained in the Notice of Extraordinary General Meeting and put to the meeting were passed. All the resolutions were decided by way of a poll. Details of the votes cast were as follows.
Resolution | In favour | Against | Withheld |
1. To approve the Capital Return (as defined in the circular published by the Company on 27 January 2015 (the "Circular")) | 43,741,421 | 0 | 0 |
2. To authorise the directors of the Company to allot and issue 345,025,861 ordinary shares of £0.00025 each at a price of 0.232 pence per share, as if the pre-emption provisions of the Company's articles of association did not apply | 43,741,421 | 0 | 0 |
3. To approve the adoption of the Investing Policy (as defined in the Circular) | 43,741,421 | 0 | 0 |
4. To generally and unconditionally authorise the directors of the Company to allot ordinary shares of £0.00025 each up to an aggregate par value of £150,000, as if the pre-emption provisions of the Company's articles of association did not apply | 34,191,881 | 0 | 9,549,540 |
Details of the Capital Return
Immediately following the Extraordinary General Meeting, the board of directors reconsidered the Company's solvency position and confirmed the Capital Return at 1.33 pence per qualifying Ordinary Share, equal to approximately £1.145 million in total. Capital return payments of 1.33 pence per Ordinary Share are expected to be made to Qualifying Shareholders (as defined in the Circular) on 20 February 2015.
Following completion of the Capital Return, the Company will have returned a total of 19.83 pence per share to shareholders, equal to approximately £17.1 million in all, which is in excess of the indication given by the Company in the circular dated 7 November 2014. Moreover, the two capital returns and associated transactions executed by the Company will result in a faster return of funds to shareholders than would have been achieved by a conventional liquidation process.
Details of the Subscription
Following the passing of the Resolutions, the Company has issued and allotted 345,025,861 new Ordinary Shares in the Company at a price of 0.232 pence per new Ordinary Share. The net proceeds of the Subscription (as defined in the Circular) will be used in connection with the implementation of the Company's new Investing Policy. Application has been made for the admission of the new Ordinary Shares to trading on AIM which is expected to occur at 8.00 a.m. on 16 February 2015 ("Admission").
Following Admission, the Company will have 431,152,590 Ordinary Shares in issue and each share will carry the right to one vote. This number may be used by Shareholders as the denominator for any calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Change of Directors
In accordance with the Company's plans announced on 27 January 2015, Tim Eggar and Kamlesh Parmar will resign as directors and, respectively, Chairman and Chief Executive Officer of the Company with effect from Admission. Richard Armstrong and Colin Weinberg have been appointed directors of the Company with effect from Admission. The information required to be disclosed in accordance with Schedule Two (g) of the AIM Rules for Companies for Mr. Armstrong and Mr. Weinberg is set out below.
Richard James Armstrong, aged 67, is or has been in the past five years a director of the following companies:
Current Directorships | Past Directorships |
Blenheim Wind (UK) plc | Bass Energy Pty Limited |
Petrocapital Resources plc | Blenheim Energy Limited |
Blenheim Wind and Biomass Limited | |
Citypoint Investments plc | |
Devonshire Wind Projects Limited | |
Ecovista plc | |
IGas Energy plc | |
Pires Investments plc | |
Xchange House plc | |
Richard Armstrong resigned as a director of Bass Energy Pty Ltd in January 2012. The company was placed into liquidation on 13 December 2012.
Upon completion of the Subscription Mr. Armstrong will hold 6,465,517 Ordinary Shares representing 1.5 per cent. of the enlarged share capital of the Company.
Colin Lawrence Weinberg, aged 65, is or has been in the past five years a director of the following companies:
Current Directorships | Past Directorships |
Akoris Trading Limited | Denby Investment (UK) Limited |
Aspley Investments Limited | Crayson Limited |
Associated British Engineering plc | |
Atticus Projects Limited | |
British Polar Engines Limited | |
Hirst & Mallinson Limited | |
Kennedy Ventures plc | |
Zander Group Limited |
Upon completion of the Subscription Mr. Weinberg will hold 4,310,345 Ordinary Shares representing 1 per cent. of the enlarged share capital of the Company. Mr. Weinberg is a director of British Polar Engines Limited which has subscribed for 86,206,897 Ordinary Shares representing 20 per cent. of the enlarged capital of the Company.
Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the circular posted to Shareholders on 27 January 2015, which is available to view on the Company's website (www.3legsresources.com).
Enquiries:
3Legs Resources plc | Tel: | +44 1624 811 611 |
Kamlesh Parmar, Chief Executive Officer | ||
Alexander Fraser, Chief Financial Officer | ||
Northland Capital Partners Limited | Tel: | +44 207 382 1100 |
(Nominated Adviser and Broker) | ||
Matthew Johnson | ||
Edward Hutton | ||
FTI Consulting | Tel: | +44 203 727 1000 |
Oliver Winters | ||
Shannon Brushe |