REG - Ferrexpo plc - Circular and Notice of General Meeting

FerrexpoAnnouncement

10/05/2022 12:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220510:nRSJ9675Ka&default-theme=true

RNS Number : 9675K  Ferrexpo PLC  10 May 2022

10 May 2022

Ferrexpo plc

("Ferrexpo" or the "Company" or the "Group")

 

Circular and Notice of General Meeting to approve proposed related party
transactions

 

Ferrexpo plc (LSE: FXPO), the world's third largest exporter of high grade
iron ore pellets to the global steel industry, with operations in central
Ukraine, announces that that it has today published a Circular and Notice of
General Meeting to approve proposed related party transactions. The General
Meeting will be held at 11.15 a.m. on 15 June 2022 (or as soon thereafter as
the Annual General Meeting of the Company convened for 11.00 a.m. on that day
has been concluded or adjourned).

In accordance with Listing Rule 9.6.1R, a copy of the Circular and Notice of
General Meeting has been uploaded to the National Storage Mechanism and will
shortly be available in unedited full text at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Circular and
Notice of General Meeting will be available to view on the Group's website
at www.ferrexpo.com (http://www.ferrexpo.com/) .

As noted in the Company's full year results announcement published on 22 April
2022, during the financial year 2021, the Board of Ferrexpo ("Board") became
aware of a technical issue in respect of the interim dividend of 39.6 US cents
per Ordinary Share paid on 26 August 2021.  When this was identified, the
Board decided to perform a thorough review of historic dividend payments and
as a result identified a technical issue in respect of all or a portion of
certain dividends paid in 2010 and 2011 (together with the 2021 interim
dividend, the "Relevant Distributions"). The total value of the Relevant
Distributions made otherwise than in accordance with the Companies Act 2006
(the "Act") is up to US$288,966,000.

The Act provides that a public company may pay a dividend out of its
distributable profits as shown in the last accounts circulated to members or,
if interim accounts are used, those that have been filed at Companies House.
The requirement for the relevant accounts to have been filed applies even if
the company in question has sufficient distributable profits at the relevant
time. In addition to having sufficient distributable profits, the Act provides
that a public limited company may only pay a dividend: (i) if at the time the
dividend is paid the amount of its net assets is not less than the aggregate
of its called-up share capital and undistributable reserves; and (ii) if, and
to the extent that, the dividend does not reduce the amount of those net
assets to less than the aggregate amount of its called-up share capital and
undistributable reserves.

Unfortunately, the Company did not satisfy the procedural requirements of the
Act before making the Relevant Distributions. Therefore, regrettably, the
Relevant Distributions were made otherwise than in accordance with the Act.

The Company has been advised that, as a consequence of the Relevant
Distributions having been made otherwise than in accordance with the Act, it
may have claims against past and present shareholders who were recipients of
the Relevant Distributions and against persons who were directors of the
Company at the time of payment of the Relevant Distributions. It is therefore
proposed that the Company enter into deeds of release such that the Company
will be unable to make any claims against:

(a)    past and present shareholders of the Company who were recipients of
the Relevant Distributions; and

(b)    the directors of the Company and the former directors of the Company
in office at the time of any Relevant Distribution,

in each case in respect of the payment of the Relevant Distributions otherwise
than in accordance with the Act.

 

The Company has today published a Circular and Notice of General Meeting
convening a General Meeting at which a resolution will be proposed which will,
if passed, give the Board authority to enter into a directors' deed of release
(the "Directors' Deed of Release") and a shareholders' deed of release (the
"Shareholders' Deed of Release") and put all potentially affected parties so
far as possible in the position in which they were always intended to be had
the Relevant Distributions been made in accordance with the procedural
requirements of the Act (the "Resolution"). The Company's entry into the
Directors' Deed of Release and the Shareholders' Deed of Release will not
result in any decrease in the Company's net assets or the level of its
distributable reserves.

The entry by the Company into both the Directors' Deed of Release and the
Shareholders' Deed of Release (in relation to Fevamotinico S.a.r.l., a wholly
owned subsidiary of The Minco Trust of which Kostyantin Zhevago is a
beneficiary) constitute related party transactions (as defined in the Listing
Rules published by the Financial Conduct Authority). Therefore, the Resolution
will also seek the specific approval for the entry into the Directors' Deed of
Release and Shareholders' Deed of Release as related party transactions, in
accordance with the requirements of the Listing Rules.

The approach that the Company is proposing by way of the Resolution is
consistent with the approach taken by other UK incorporated companies whose
shares are admitted to the FCA's Official List and to trading on the Main
Market of the London Stock Exchange where similar issues have arisen in
relation to corporate distributions made otherwise than in accordance with the
Act.

 

For further information, please contact:

 Ferrexpo:
 Rob Simmons      r.simmons@ferrexpo.ch (mailto:r.simmons@ferrexpo.ch)        +44 207 389 8305
 Tavistock:
 Jos Simson       ferrexpo@tavistock.co.uk (mailto:ferrexpo@tavistock.co.uk)  +44 207 920 3150

 Gareth Tredway                                                               +44 7785 974 264

 

 
About Ferrexpo:
Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and a premium listing on the London Stock Exchange in the FTSE 250 index (ticker FXPO). The Group produces high grade iron ore pellets, which are a premium product for the global steel industry and enable reduced carbon emissions and increased productivity for steelmakers when the Group's iron ore pellets are converted into steel, compared to more commonly traded forms of iron ore. Ferrexpo's operations have been supplying the global steel industry for over 50 years, and in 2021 the Group produced 11.2 million tonnes of iron ore pellets, placing Ferrexpo as the world's 3(rd) largest exporter of pellets to the global steel industry with a market share of approximately 9%. The Group has a global customer base comprising of premium steel mills around the world, which includes steel mills in Austria, Germany, Japan, South Korea, Taiwan, China, Slovakia, the Czech Republic, Turkey, Vietnam and America. For further information, please visit
www.ferrexpo.com (http://www.ferrexpo.com)
.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGAMMBTMTMBBRT