REG - Sunrise Resources - Proposed Sub-Division of Share Capital

Sunrise ResourcesAnnouncement

07/11/2023 07:00

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RNS Number : 5331S  Sunrise Resources Plc  07 November 2023

7 November 2023

 

SUNRISE RESOURCES PLC

("Sunrise" or the "Company")

 

Notice of General Meeting

Proposed Sub-Division of Share Capital

and Cancellation of Deferred Shares

Proposed Issue of Equity & Total Voting Rights

 

Sunrise Resources plc announces that a General Meeting of shareholders will be
held at 9.00 a.m. on Wednesday 22 November 2022 at The Great Room, Central
Court, 25 Southampton Buildings, London, WC2A 1AL. The Company is calling the
General Meeting to propose the sub-division of its Existing Ordinary Shares
into one New Ordinary Share and One Deferred Share (see definitions following)
and the subsequent Buy Back and cancellation of the Deferred Shares.

 

A Shareholder Circular and Notice of General Meeting ("the Circular") has been
published on the Company's website and is being notified and distributed to
shareholders today in line with Company procedures.

 

Proposed Sub-Division of Ordinary Shares

 

The closing mid-market price of the Existing Ordinary Shares as at Friday 3
November 2023 (being the latest practicable date prior to printing of the
Circular) was 0.07 pence per Existing Ordinary Share.  As the Company is not
permitted by law to issue shares at an issue price which is below their
nominal value (being 0.1 pence per shares) , it is unable, in the present
climate, to raise funds by way of a fresh issue of new Existing Ordinary
Shares due to the fact that the market price of the Existing Ordinary Shares
is below their nominal value.  In order to enable the Company to issue shares
in the future at an issue price which exceeds their nominal value, shareholder
approval is being sought to complete a sub-division of the ordinary share
capital of the Company.  Each of the Existing Ordinary Shares will be
subdivided into 1 New Ordinary Share and 1 Deferred Share.

The Sub-Division will not of itself affect the value of the Company's ordinary
shares.  After the Sub-Division, there will be the same number of New
Ordinary Shares in issue as there are Existing Ordinary Shares in issue and
therefore shareholders' equity will not be diluted unless a further equity
fundraising is completed by the Company.

The Sub-Division is being proposed as a contingency measure. As at the date of
this announcement the Directors have no intention of issuing any new equity
securities, other than the Buy Back Shares, assuming the passing of the
Resolutions at the General Meeting.

The New Ordinary Shares will have the same rights as those currently accruing
to the Existing Ordinary Shares in issue, including those relating to voting
and entitlement to dividends.  Shareholders will not be issued with a new
share certificate for the New Ordinary Shares and the existing certificates
will remain valid. The Company's International Securities Identification
Number (ISIN) will not change.

Holders of options or warrants over Existing Ordinary Shares will maintain the
same rights as currently accruing to them, including in relation to any
anti-dilution protection, and will not be issued with new warrant or option
certificates.

The Deferred Shares will have no significant rights attached to them and carry
no right to vote or participate in distribution of surplus assets and will not
be admitted to trading on the AIM market of the London Stock Exchange plc. The
Deferred Shares will effectively carry no value.

Agreement with Towards Net Zero, LLC

Following the Sub-Division, and as disclosed in the Company's Regulatory News
Service announcement of 5 June 2023, the Floor Price for the convertible
security issued to Towards Net Zero, LLC, as defined in the Company's
Regulatory News Service announcement of 30 November 2022, will be reset to
the nominal value of the New Ordinary Shares.

Existing Shareholder Authorities

The authorities granted at the last annual general meeting of the Company to
issue and allot shares pursuant to section 551 of the Act was referenced to
the nominal value of the Existing Ordinary Shares, meaning that when applied
to the New Ordinary Shares, the Company theoretically would have the ability
to issue more New Ordinary Shares.  However, for the avoidance of doubt the
Directors have undertaken that the number of New Ordinary Shares that can be
issued under these authorities will not exceed the number of Existing Ordinary
Shares that could have been issued notwithstanding the lower nominal value of
the New Ordinary Shares.

Issue of Equity, Buy Back And Cancellation Of Deferred Shares

Subject to the Sub-Division being approved by shareholders, then because the
Deferred Shares effectively carry no value, and in order to ensure that the
balance sheet of the Company is kept simple, the Company is seeking
shareholder approval to acquire and cancel the Deferred Shares for £1.00 in
aggregate.

Under the Act a share buy back by a public company (such as the Company) can
only be financed through distributable reserves or the proceeds of a fresh
issue of shares made for the purpose of financing a share buy back. The
Company currently has no distributable reserves to finance the £1.00
consideration payable for the buy back of the Deferred Shares and, therefore,
the buy back of the Deferred Shares will be financed out of the proceeds of a
fresh issue of 10,000 New Ordinary Shares ("Buy Back Shares") made for the
purpose of financing the Buy Back. Accordingly, the Company will allot and
will issue the Buy Back Shares to Peterhouse Capital Limited, at a price of
0.07 pence per Buy Back Share (being the average closing mid-market price of
the Existing Ordinary Shares for the five Business Days ending on Friday 3
November 2023), part of the proceeds of which will be used to fund the
purchase of the Deferred Shares for an aggregate purchase price of £1.00.

The buy back and cancellation of the Deferred Shares can be effected by way of
an off-market buy back agreement to be entered into between the Company and an
appointed representative of the holders of the Deferred Shares. The Company's
entry into the Buy Back Agreement will require the approval of a resolution of
Shareholders in accordance with section 694(2) of the Act.

Pursuant to the rights attaching to the Deferred Shares, the Selling
Shareholders will irrevocably authorise the Company to appoint any person to
execute a transfer and/or any agreement to transfer the Deferred Shares to the
Company at any time. Under the terms of the Buy Back Agreement, which will be
entered into after the General Meeting if approved by shareholders, the
Company will purchase and subsequently cancel all of the Deferred Shares, for
an aggregate consideration of £1.00, as contemplated by the rights and
obligations attaching to the Deferred Shares as set out in the Circular. A
copy of a draft of the Buy Back Agreement will be available to view on the
Company's website www.sunriseresources.com (http://www.sunriseresources.com)
and at the Company's registered office for not less than 15 days ending with
the date of the General Meeting and at the General Meeting itself.

The Company intends to appoint Mr Rodney Venables, the Company Secretary, as
the appointed representative of the Selling Shareholders to execute the Buy
Back Agreement on behalf of the Selling Shareholders.

Admission to AIM

Application has been made to the London Stock Exchange for admission of the
New Ordinary Shares to trading on AIM.  Provided that the Sub-Division is
approved at the General Meeting, it is expected that the Sub-Division will
become effective and admission of the New Ordinary Shares will take place at
8.00 a.m. on Thursday 23 November 2023.

Application will also be made to the London Stock Exchange for admission of
the Buy Back Shares to trading on AIM. Provided that the Buy Back is approved
at the General Meeting it is expected that the issue and admission of the Buy
Back Shares will take place on or around 8.00 a.m. on Wednesday 29 November
2023, following which the total number of New Ordinary Shares in issue in the
Company will be 4,095,062,030 ("Admission").

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules of the Financial
Conduct Authority, the Board of Sunrise hereby notifies the market that,
following Admission, the Company will have 4,095,062,030 shares in issue with
each share carrying the right to one vote. There are no shares currently held
in treasury. The total number of voting rights in the Company will therefore
be 4,095,062,030 and this figure may be used by shareholders as the
denominator for the calculations by which they determine if they are required
to notify their interest in, or a change to their interest in, the Company
under the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules.

Board Recommendation

The Board considers the Proposals to be in the best interests of Shareholders
and the Company as a whole and if not put in place the Company will not be in
a position to continue to raise funds to continue its activities whilst the
Existing Ordinary Shares trade at a price below their nominal value.  The
Directors therefore recommend that you vote in favour of the Resolutions, as
they intend to do in respect of their own directly held shareholdings, which
in aggregate amount to 153,846,801 Existing Ordinary Shares being 3.76 per
cent. of the entire issued Existing Ordinary Shares of the Company as at
Friday 3 November 2023 (being the latest practicable date prior to publication
of the Circular).

 

The Circular is available for download from the Company Documents section of
the Company's website at the following URL:
https://www.sunriseresourcesplc.com/aim-rule-26#companyDocuments
(https://www.sunriseresourcesplc.com/aim-rule-26#companyDocuments)

 

 

A letter or email, depending on individual preference, has been sent to
registered shareholders to notify them of the publication of the Circular.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Publication of this Circular                                              Tuesday 7 November 2023
 Latest time and date for receipt of proxy appointments                    9.00 a.m. Monday 20 November 2023
 General Meeting                                                           9.00 a.m. Wednesday 22 November  2023
 Announcement of the results of the General Meeting                        Wednesday 22 November 2023

 Record Date                                                               6.00 p.m. Wednesday 22 November 2023
 Effective time of the Sub-Division, issue of the New Ordinary Shares and  8.00 a.m. Thursday 23 November 2023
 admission to trading on AIM
 Issue of the Buy Back Shares and admission to trading on AIM              8.00 a.m. Wednesday 29 November 2023
 Completion of the Buy Back                                                On or around Wednesday 29 November 2023

 If any of the details contained in the timetable above should change, the
 revised times and dates will be notified to Shareholders by means of an
 announcement through the Regulatory News Service.  All references to time and
 dates in this Circular are to time and dates in London.

 

 

 

DEFINITIONS

 

 Act                        Companies Act 2006 (as amended)

 Buy Back                   the proposed buy back of the Deferred Shares (conditional upon the passing of
                            the Resolutions)

 Buy Back Agreement         the agreement between Company and the appointed representative of the Selling
                            Shareholders pursuant to which the Buy Back will be effected (assuming that
                            the Resolutions are passed at the General Meeting)

 Buy Back Shares            the 10,000 new New Ordinary Shares to be subscribed for to finance the Buy
                            Back (assuming that Resolution 1 is passed at the General Meeting and the
                            Sub-Division takes place)

 Company or Sunrise         Sunrise Resources plc, registered in England & Wales with company number
                            05363956

 Deferred Shares            deferred shares of 0.099 pence each in the capital of Company resulting from
                            the Sub-Division (and each being a Deferred Share

 Directors or Board         the directors of the Company from time to time

 Document or Circular       The circular being distributed to shareholders including the Notice

                            ordinary shares of 0.1 pence each in the capital of Company

 Existing Ordinary Shares

 General Meeting            the General Meeting of the Company to be held at 9.00 a.m. on Wednesday 22
                            November 2023, notice of which is set out at the end of this Circular, and any
                            adjournment thereof

 New Ordinary Shares        ordinary shares of 0.001 pence each in the capital of Company resulting from
                            the Sub-Division

 Notice                     the notice of General Meeting which is set out at the end of this Circular

 Record Date                6.00 p.m. on Wednesday 22 November 2023 being the record date and time for the
                            purpose of the Sub-Division

 Resolutions                the resolutions to be proposed at the General Meeting as set out in the Notice

 Selling Shareholders       the holders of the Deferred Shares, being the holders of the Existing Ordinary
                            Shares as at the Record Date (assuming that Resolution 1 is passed at the
                            General Meeting and the Sub-Division takes place)

 Shareholders               the holders of the Existing Ordinary Shares on the Record Date

 Sub-Division               the sub-division of the existing share capital of the Company such that each
                            Existing Ordinary Share is sub divided into one New Ordinary Share and one
                            Deferred Share

 

_________________________________________________________________________

 

Further information:

 Sunrise Resources plc                  Tel: +44 (0)1625 838 884

 Patrick Cheetham, Executive Chairman
                                        Tel: +44 (0)207 628 3396

 Beaumont Cornish Limited

 Nominated Adviser

 James Biddle/Roland Cornish
                                        Tel: +44 (0)207 469 0930

 Peterhouse Capital Limited

 Broker

 Lucy Williams/Duncan Vasey

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which  forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

 

 

 

 

 

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