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Pin to quick picksTiger Resource Regulatory News (TIR)

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Notice of GM and Capital Reorganisation

15 Sep 2016 07:00

RNS Number : 8776J
Tiger Resource Finance PLC
15 September 2016
 

Tiger Resource Finance plc("Tiger" or "the Company")

Notice of General Meeting and Proposed Capital Reorganisation

 

Tiger announces that yesterday evening it posted to shareholders a Notice of General Meeting ("GM") to be held at 12:00 noon on 30 September 2016 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Copies of the Notice of General Meeting are available on the Company's website www.tiger-rf.com.

 

The Company also announces that it intends to publish its unaudited interim financial statements for the six months ended 30 June 2016 on 26 September 2016.

 

Capital Reorganisation

 

Contained within the Notice of GM are resolutions required to effect a reorganisation of the Company's share capital.

 

The Board considers that the junior resource sector is well positioned to recover from its historic lows and is keen that the Company has the appropriate capital structure to avail of the opportunities that the Board is considering. The Company's shares currently trade at a price of around 0.5 pence which is lower than the nominal value of the Company's shares which is 1 penny. English company law prohibits a public company from issuing new shares at a price less than its nominal value. This situation restricts the Board from issuing new shares in the case of any potential transaction or new equity fundraising.

 

The number of issued ordinary shares of 1p each in the Company at this date is 142,831,939 ("Existing Ordinary Shares"). This figure includes the 4,500,000 Existing Ordinary Shares which are held by the Company in treasury. The Company is proposing to divide each issued Existing Ordinary Share of 1p each held at 6.00 p.m. on 29 September 2016 (being the close of business on the day immediately preceding the date of the GM) ("Record Date") into one new ordinary share of 0.1p ("New Ordinary Share") and one deferred share of 0.9p ("Deferred Shares") and to divide each unissued Existing Ordinary Share into 10 New Ordinary Shares (together the "Capital Reorganisation").

 

Share certificates

New share certificates will not be issued following the completion of the Capital Reorganisation, and the existing share certificates will continue to be valid following the Capital Reorganisation. Shareholders who hold their shares in the Company through CREST should note that the Company's ISIN number (GB0002308525) will continue to be valid.

 

Rights of the Deferred Shares and New Ordinary Shares

The Deferred Shares will have no income or voting rights. The only right attaching to the Deferred Shares will be to receive the amount paid up on each of the Deferred Shares (i.e. 0.9p) on a winding-up of the Company once the holders of New Ordinary Shares have received £1,000,000 per New Ordinary Share held. The Deferred Shares will not be transferable and will be held by the secretary of the Company as trustee for the holders.

 

The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders.

 

The New Ordinary Shares will have the same rights and benefits as the Existing Ordinary Shares from which they are derived. Following the Capital Reorganisation, the number of New Ordinary Shares held by each Shareholder will be the same as the number of Existing Ordinary Shares held by them immediately before the Capital Reorganisation, but the Capital Reorganisation will allow any future fundraisings to take place, assuming that the share price of the Company does not fall below the new nominal value.

 

Application will, conditional on the passing of the Resolutions numbered 1 and 2 in the Notice of GM, be made for the New Ordinary Shares to be admitted to trading on AIM. Dealings in the Existing Ordinary Shares will cease at the close of business on the date of the GM and dealings in the New Ordinary Shares are expected to commence on the following business day. The ISIN and SEDOL number of the New Ordinary Shares will be the same as the Existing Ordinary Shares and any share certificates for the Existing Ordinary Shares will remain valid for the New Ordinary Shares.

 

Amendments to the Articles of Association

The Capital Reorganisation will necessitate certain alterations to the Articles. Amendment of the Articles forms part of the Resolution numbered 2 in the Notice of GM and the alterations, including the limited rights proposed for the Deferred Shares to be created, are reflected in the amended Articles. The amended Articles proposed are available for inspection by shareholders until the conclusion of the General Meeting on the Company's website www.tiger-rf.com.

 

The expected timetable for this proposed Capital Reorganisation is set out below:

 

Latest time and date for receipt of the Form of Proxy

12.00 noon on 28 September 2016

 

General Meeting

 

12.00 noon on 30 September 2016

 

Record Date for the Share Capital Reorganisation

 

6.00 p.m. on 29 September 2016

 

Existing Ordinary Shares disabled in CREST and share register closed

 

7.00 a.m. on 3 October 2016

 

Admission effective and dealings commence on AIM in New Ordinary Shares

 

8.00 a.m. on 3 October 2016

 

CREST accounts credited with New Ordinary Shares

 

9.00 a.m. on 3 October 2016

 

ISIN of New Ordinary Shares (unchanged)

 

GB0002308525

 

SEDOL of New Ordinary Shares (unchanged)

 

0230852

 

 

For further information please contact:Tiger Resource Finance Plc Raju Samtani, Director Tel: +44 (0)207 581 4477

 

finnCap Limited (Nominated Adviser)

Christopher Raggett/Scott Mathieson Tel: +44 (0)207 220 0500

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
NOGGGUWCBUPQGQC
Date   Source Headline
28th Sep 20074:09 pmRNSInterim Results
20th Aug 20071:43 pmRNSAIM Rule 26
2nd Aug 20075:50 pmRNSResult of AGM
1st Aug 20079:44 amRNSTotal Voting Rights
17th Jul 20073:34 pmRNSHolding(s) in Company
16th Jul 20075:02 pmRNSHolding(s) in Company
16th Jul 20074:58 pmRNSTransaction in Own Shares
27th Jun 20073:30 pmRNSFinal Results
18th Apr 20074:22 pmRNSHolding(s) in Company
3rd Apr 20073:52 pmRNSNet Asset Value(s)
18th Jan 20076:03 pmRNSAdditional Listing
15th Jan 20077:00 amRNSTransaction in Own Shares
9th Jan 20073:37 pmRNSNet Asset Value(s)
22nd Dec 200611:54 amRNSTotal Voting Rights
1st Nov 20064:44 pmRNSTransaction in Own Shares
27th Oct 200612:02 pmRNSTransaction in Own Shares
23rd Oct 20065:22 pmRNSTransaction in Own Shares
23rd Oct 20064:52 pmRNSTransaction in Own Shares
19th Oct 20062:09 pmRNSTransaction in Own Shares
18th Oct 20063:25 pmRNSTransaction in Own Shares
13th Oct 20063:00 pmRNSTransaction in Own Shares
12th Oct 20061:53 pmRNSTransaction in Own Shares
11th Oct 20064:25 pmRNSTransaction in Own Shares
6th Oct 20063:44 pmRNSNAV Update
15th Sep 20064:54 pmRNSTransaction in Own Shares
26th Jul 200611:26 amRNSStatement re Share Buyback
25th Jul 20061:47 pmRNSInterim Results
5th Jul 20063:36 pmRNSCancellation of Shares
1st Jun 20064:16 pmRNSFinal Results
5th Apr 200610:37 amRNSNAV Update
22nd Mar 200610:17 amRNSGrant of Options
6th Feb 20065:22 pmRNSSignificant Shareholding
18th Jan 20065:26 pmRNSHolding(s) in Company
9th Jan 20062:15 pmRNSNAV Update
7th Dec 20052:32 pmRNSHolding(s) in Company
30th Nov 20052:17 pmRNSHolding(s) in Company
14th Nov 20054:16 pmRNSCompletion of Buyback Program
11th Nov 200510:39 amRNSTransaction in own Shares
9th Nov 20051:15 pmRNSTransaction in Own Shares
8th Nov 200512:40 pmRNSTransaction in Own Shares
31st Oct 200511:12 amRNSTransaction in Own Shares
28th Oct 200511:30 amRNSTransaction in Own Shares
27th Oct 200512:36 pmRNSTransaction in Own Shares
26th Oct 20052:01 pmRNSTransaction in Own Shares
25th Oct 20055:20 pmRNSClarification
25th Oct 200511:41 amRNSTransaction in Own Shares
24th Oct 200511:35 amRNSTransaction in Own Shares
21st Oct 20052:39 pmRNSHolding(s) in Company
20th Oct 20051:34 pmRNSPurchase of Own Securities
18th Oct 200510:22 amRNSTransaction in Own Shares

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