REG - Keras Resources PLC - Notice of GM and proposed Share Consolidation

Keras ResourcesAnnouncement

30/06/2022 07:16

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RNS Number : 7288Q  Keras Resources PLC  30 June 2022

30 June 2022

 Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining

Keras Resources plc ('Keras' or the 'Company')

 

Notice of General Meeting and proposed Share Consolidation

 

Keras Resources (AIM:KRS), announces that a General Meeting is being convened
for Monday 25 July 2022 at 11:15 a.m. (or as soon as the Annual General
Meeting convened for 11.00 a.m. is concluded) at Coveham House, Downside
Bridge Road, Cobham, Surrey, KT11 3EP to address the proposed consolidation of
the Company's share capital ("Consolidation").

The Directors believe that the Company's existing share capital structure is
no longer appropriate, as the high number of shares in issue combined with the
relatively low price per share is thought to result in excess volatility,
reduced liquidity and a widening in the market bid and ask share price spread
in the Company's shares. They are therefore proposing consolidating the
Company's ordinary shares of 0.01p each in issue ("Existing Ordinary Shares")
so that every 100 Existing Ordinary Shares will be consolidated into 1
ordinary share of 1p ("Consolidated Ordinary Share"). The Consolidation will
reduce the 7,973,573,068 Existing Ordinary Shares currently in issue to
79,735,731 Consolidated Ordinary Shares and is expected to:

 

·    increase the Company's share price proportionately and in doing so
help improve the market liquidity of, and trading activity in, the Company's
shares;

·    provide the basis for a narrowing in the market bid and ask share
price spread in the Company's shares; and

·    overall, further enhance the perception of the Company and its
prospects and help improve the marketability of the Company's shares to a
wider group of potential investors.

 

The Company's predominantly retail investor shareholder base has been an
essential part of the Company's growth since its admission to AIM and remains
the case. Their ongoing support has been important to the Company building its
portfolio of projects.

As all of the Existing Ordinary Shares are proposed to be consolidated, the
proportion of Consolidated Ordinary Shares held by each Shareholder
immediately before and immediately after the Consolidation will, save for
Fractional Entitlements (which are described below), remain unchanged.

The Consolidation requires the approval of the Company's shareholders
("Shareholders") by way of an ordinary resolution at the General Meeting
("Resolution"). The Board considers the Consolidation to be in the best
interests of the Company and its Shareholders and all the Directors are
unanimous in their support.

 

 

Expected Timetable of Principal Events(1)

 ( )
 Publication and posting of Notice of GM                                   30 June 2022
 Latest time and date for return of Form of Proxy for GM                   11:15 a.m. on 21 July 2022
 General Meeting                                                           11:15 a.m. on 25 July 2022
 Announcement of the result of the General Meeting                         25 July 2022
 Record Date and final date for trading in Existing Ordinary Shares        6.00 p.m. on 25 July 2022
 Expected Admission to trading on AIM of the Consolidated Ordinary Shares  8.00 a.m. on 26 July 2022
 arising from the Consolidation

 Share certificates in relation to the Consolidated Ordinary Shares to be
 despatched by no later than 2 August 2022

 

(1)   The above times and/or dates are indicative only and may change. If
any of the above times and/or dates change, the revised times and/or dates
will be notified by announcement through a Regulatory Information Service.

Statistics relating to the Consolidation

 Number of Existing Ordinary Shares in issue at the date of this GM Notice      7,973,573,068
 Number of Existing Ordinary Shares expected to be in issue on the Record Date  7,973,573,100
 Conversion ratio of Existing Ordinary Shares to Consolidated Ordinary Shares   100:1
 Total number of Consolidated Ordinary Shares in issue following the GM         79,735,731
 Nominal share value pre-consolidation                                          0.01 p.
 Nominal share value post-consolidation                                         1 p.
 ISIN code for Consolidated Ordinary Shares                                     GB00BMY2T534
 SEDOL code for the Consolidated Ordinary Shares                                BMY2T53

 

A notice of this meeting is also being posted to shareholders and will be
available on the Company's website.

 

All Shareholders are encouraged to submit their vote using the proxy form
enclosed with the Notice. Details of how to do this are contained in the
document. All valid proxy votes will be included in the poll to be taken at
the meeting.

 

The result of the GM will be announced shortly after its conclusion and
published on the Company's website.

 

 

 

1.    Share Consolidation

 

In anticipation of the Resolution being passed by the Shareholders, the
Company will prior to the General Meeting, issue and apply for admission to
trading on AIM, such number of additional Ordinary Shares as will result in
the total number of Ordinary Shares in issue being exactly divisible by 100.
On the assumption that no Existing Ordinary Shares are issued between the date
of this document and immediately before the General Meeting, this will result
in 32 additional Existing Ordinary Shares being issued and admitted to trading
on AIM.  These additional 32 Existing Ordinary Shares will be issued to the
Registrar and will only represent a fraction of a Consolidated Ordinary
Share.  This fraction will be combined with other fractional entitlements and
sold pursuant to the arrangements for fractional entitlements detailed below.

 

No Shareholder will, pursuant to the Consolidation, be entitled to receive a
fraction of a Consolidated Ordinary Share.  In the event that the number of
Existing Ordinary Shares attributed to a Shareholder is not exactly divisible
by 100, the Consolidation will generate an entitlement to a fraction of a
Consolidated Ordinary Share.  Such fractional entitlements will be aggregated
and sold on the open market (see further explanation regarding fractional
entitlements below).

 

Accordingly, following the implementation of the Consolidation, any
Shareholder who as a result of the Consolidation has a fractional entitlement
to any Consolidated Ordinary Share, will not have a resultant proportionate
shareholding of Consolidated Ordinary Shares exactly equal to their
proportionate holding of Existing Ordinary Shares.

 

Furthermore, any Shareholder who holds fewer than 100 Existing Ordinary Shares
as at the Record Date (being 6.00p.m. on 25 July 2022) ("Record Date") will,
by virtue of holding a fractional entitlement on a post-Consolidation basis,
cease to be a Shareholder.  The minimum threshold to receive Consolidated
Ordinary Shares will be 100 Existing Ordinary Shares.

 

As set out above, the Consolidation will give rise to fractional entitlements
to a Consolidated Ordinary Share where any holding is not precisely divisible
by 100.  As regards the Consolidated Ordinary Shares, no certificates
regarding fractional entitlements will be issued.  Any Consolidated Ordinary
Shares in respect of which there are fractional entitlements will be
aggregated and sold in the market for the best price reasonably obtainable on
behalf of Shareholders entitled to fractions ('Fractional Shareholders').

 

As the net proceeds of sale due to a Fractional Shareholder are expected to
amount in aggregate to only a trivial sum, the Directors are of the view that,
as a result of the disproportionate costs, it would not be in the best
interests of the Company to consolidate and distribute all such proceeds of
sale, which instead shall be retained by the Company in accordance with the
Articles of Association of the Company.

 

For the avoidance of doubt, the Company is only responsible for dealing with
fractions arising on registered holdings.  For Shareholders whose shares are
held in the nominee accounts of UK stockbrokers, the effect of the
Consolidation on their individual shareholdings will be administered by the
stockbroker or nominee in whose account the relevant shares are held.  The
effect is expected to be the same as for shareholdings registered in
beneficial names, however it is the stockbroker's or nominee's responsibility
to deal with fractions arising within their customer accounts, and not the
Company's responsibility.

 

Subject to the adjustments required for fractional entitlements described
above, the number of Consolidated Shares to be issued to each shareholder will
be based upon the number of Existing Ordinary Shares registered to each
shareholder on the Company's share register at the Record Date.

 

It is expected that the Consolidated Ordinary Shares held in uncertificated
form will be credited to Shareholders' CREST accounts at 8:00 a.m. on 26 July
2022.

 

It is expected that definitive share certificates in respect of the
Consolidated Ordinary Shares held in certificated form will be despatched to
relevant Shareholders by 1(st) class post, at the risk of the Shareholder,
within seven days of the admission of the Consolidated Ordinary Shares to
trading on AIM (which is expected to occur at 8:00 a.m. on 26 July 2022). No
temporary documents of title will be issued. Share certificates in respect of
Existing Ordinary Shares will cease to be valid on 25 July 2022 and, pending
delivery of share certificates in respect of Consolidated Ordinary Shares,
dealings will be certified against the register.

 

2.    Resulting share capital

 

If approved by Shareholders, the issued share capital of the Company
immediately following the Consolidation is expected to comprise 79,735,731
Consolidated Ordinary Shares (assuming that no other shares are allotted and
issued by the Company between the date of this letter and the General Meeting,
excluding the issue of the additional Existing Ordinary Shares noted above).

 

3.    Rights attaching to Consolidated Ordinary Shares

 

The Consolidated Ordinary Shares arising upon implementation of the
Consolidation will have the same rights as the Existing Ordinary Shares
including voting, dividend, return of capital and other rights.

 

4.    Admission of the Consolidated Ordinary Shares

 

Application will be made for the Consolidated Ordinary Shares to be admitted
to trading on AIM in place of the Existing Ordinary Shares ("Admission").
Subject to the Resolution being passed, dealings in the Existing Ordinary
Shares will cease on the Record Date. It is expected that Admission will
become effective and that dealings in the Consolidated Ordinary Shares will
commence at 8:00 am on 26 July 2022.

 

Following the Consolidation, the Company's new ISIN Code will be GB00BMY2T534
and its new SEDOL Code will be BMY2T53.

 

5.    Action to be Taken

 

 A Form of Proxy for use at the General Meeting accompanies this document.
The Form of Proxy should be completed and signed in accordance with the notes
in the Notice of General Meeting and the instructions contained in the Form of
Proxy and returned to Share Registrars Limited at 3 The Millennium Centre,
Crosby Way, Farnham, Surrey, GU9 7XX, by no later than 11:15 a.m. on 21 July
2022.

 

6.    Recommendation

 

The Directors consider the Consolidation to be in the best interests of the
Company and its Shareholders as a whole and unanimously recommend Shareholders
to vote in favour of the Resolution to be proposed at the General Meeting as
they intend to do so in respect of their beneficial holdings amounting, in
aggregate, to 1,699,448,231 Existing Ordinary Shares, representing
approximately 21.31% of the existing ordinary share capital of the Company.

=

**ENDS**

 

For further information please visit www.kerasplc.com
(http://www.kerasplc.com) , follow us on Twitter @kerasplc or contact the
following:

 

 Graham Stacey                            Keras Resources plc             annabel@kerasplc.com

 Annabel Redford

 Nominated Adviser & Joint Broker         SP Angel Corporate Finance LLP  +44 (0) 20 3470 0470

 Ewan Leggat / Charlie Bouverat

 Joint Broker                             Shard Capital Partners LLP      +44 (0) 207 186 9900

 Damon Heath / Erik Woolgar

 Financial and Corporate Communications   Celicourt                       +44 (0) 774 884 3871

 Felicity Winkles

 

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