30 Jun 2015 16:06
Sovereign Mines of Africa PLC
("SMA" or "the Company")
Result of Annual General Meeting
Directorate Change
Sovereign Mines of Africa PLC (AIM:SML), the gold mining exploration Company with properties in the Republic of Guinea in West Africa, is today pleased to announce that all resolutions put to shareholders at the Company's Annual General Meeting ("AGM") held earlier today were duly passed.
John Barry, the Company's Exploration Director, retired by rotation at the AGM and did not seek to be re-elected. The board of directors would like to thank him for his service.
In addition to the usual business dealt with at the AGM, the Company also sought shareholder approval for a reduction in the nominal value of its ordinary shares through a sub-division of its share capital, details of which were set out in the notice of AGM sent to shareholders on 5 June 2015, which is available at the Company's website at www.sovmines.com (the "Share Capital Reorganisation").
The existing voting ordinary shares have been trading on the AIM Market of the London Stock Exchange ("AIM") at a price below their nominal value. Under the Companies Act 2006, it is not possible for a company to issue shares at a discount to their nominal value. The Board believes that, for so long as the price remains below the nominal value of the ordinary shares, the Company would not have the flexibility it may need in relation to its share capital. Accordingly, following approval by shareholders at the AGM of the Share Capital Reorganisation, an application has been made for the new voting ordinary shares which have a nominal value of 0.01 pence each (the "New Voting Ordinary Shares") to be admitted to trading on AIM.
Under the Share Capital Reorganisation the existing voting ordinary shares of 1.0 pence each are sub-divided into voting ordinary shares and deferred shares. The effect of the reorganisation is to decrease the nominal value of the voting ordinary shares of 1.0 pence each to 0.01 pence each. The creation of a class of deferred shares of 0.99 pence each is to ensure that the reorganisation does not result in an unlawful reduction of capital in the Company. The deferred shares will have minimal rights which will render them effectively valueless and they will not be admitted to trading.
Each New Voting Ordinary Share will have the same rights and benefits as the existing voting ordinary shares. There will be no change in the number of voting ordinary shares in issue as a result of the Share Capital Reorganisation and each shareholder's proportionate interest in the Company's voting ordinary share capital will remain unchanged. It is only the nominal value of the ordinary shares that is being reduced.
The New Ordinary Shares are expected to be admitted to trading on 1 July 2015 and will retain the same ISIN: GB00B3P3XP06 and Sedol: B3P3XP0.
Following completion of the Share Capital Reorganisation, the Company's issued ordinary share capital will remain as before the Share Capital Reorganisation, comprising of 310,858,850 voting ordinary shares. The Company does not hold any ordinary shares in treasury. The 310,858,850 deferred shares issued will have minimal rights which will render them effectively valueless and they will not be admitted to trading.
Until otherwise notified, the aforementioned figure of 310,858,850 voting ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Eland under the Financial Conduct Authority's Disclosure and Transparency Rules.
Further details of the resolutions can be found in the Notice of Annual General Meeting which is available on the Company's website www.sovmines.com.
Enquiries:
SOVEREIGN MINES OF AFRICA PLC
David Pearl, F.C.A. - Chairman +353 696 8961
david.pearl@pearlcp.com
Nathan Steinberg - Finance Director +44 20 7269 7680
Nathan@munslows.co.uk
SHORE CAPITAL - NOMINATED ADVISER & BROKER
Toby Gibbs/Bidhi Bhoma - Corporate Finance
Jerry Keen - Corporate Broking +44 20 7408 4090