REG - URU Metals Limited - Replacement: Consolidation of Ordinary Shares

URU MetalsAnnouncement

20/11/2018 15:30

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RNS Number : 9469H
URU Metals Limited
20 November 2018
 
The following clarification has been made to the announcement by URU Metals
Limited, "Consolidation of Ordinary Shares in issue" released on 13 November
2018 at 07:00 with RNS number 1138H.
It is noted that the existing ordinary shares of URU Metals had a nominal
value of US$0.01 at the time of the Company's admission to the AIM market in
September 2007 ("AIM IPO") and that Depositary Interests also had a nominal
value of US$0.01, reflecting the then underlying nominal value of ordinary
shares of the Company. The Board informs shareholders that the nominal value
of the ordinary shares of the Company were reduced to "nil par value" by Board
resolution on 25 September 2015.  The change to the nominal value of ordinary
shares of the Company did not require shareholder approval and has not
affected the rights of shareholders of URU. The Company is incorporated in the
British Virgin Islands ("BVI") and, accordingly, is subject to BVI law. The
Board believes that the change to the nominal value of ordinary shares of URU
was in compliance with BVI law.
All other details remain unchanged. The full amended text is shown below.
 
("URU Metals" or "the Company")
Consolidation of Ordinary Shares in issue
 
URU wishes to inform shareholders that it is proposing to consolidate the
existing ordinary share capital of the Company.
The Company currently has 780,571,489 ordinary shares of no par value each in
issue ('Existing Ordinary Shares'). The Board considers that this number of
shares is considerably larger than that of similar sized companies on AIM and
other Recognised Investment Exchanges and that this is having a negative
effect on investor perception of the Company. Accordingly, a consolidation is
being proposed in order to reduce the number of Existing Ordinary Shares that
are in issue.
It is noted that the existing ordinary shares of URU Metals had a nominal
value of US$0.01 at the time of the Company's admission to the AIM market in
September 2007 ("AIM IPO") and that Depositary Interests also had a nominal
value of US$0.01, reflecting the then underlying nominal value of ordinary
shares of the Company. The Board informs shareholders that the nominal value
of the ordinary shares of the Company were reduced to "nil par value" by Board
resolution on 25 September 2015.  The change to the nominal value of ordinary
shares of the Company did not require shareholder approval and has not
affected the rights of shareholders of URU. The Company is incorporated in the
British Virgin Islands ("BVI") and, accordingly, is subject to BVI law. The
Board believes that the change to the nominal value of ordinary shares of URU
was in compliance with BVI law.
 
Consolidation of Ordinary Shares in issue
The Directors have resolved to re-organise the Company's share capital by
combining all of the Existing Ordinary Shares on the basis of one new ordinary
share of no par value ('New Ordinary Share') for every 1,000 Existing Ordinary
Shares, such shares having the same rights and being subject to the same
restrictions as the Existing Ordinary Shares as set out in the Articles of the
Company ('Consolidation').
A fractional entitlement may arise as a result of the Consolidation unless a
holding of Existing Ordinary Shares is exactly divisible by 1000.  For
example, a Shareholder holding 1,500 Existing Ordinary Shares would be
entitled to one New Ordinary Share and a fraction of 0.5 of a New Ordinary
Share will arise after the Consolidation ('Fractional Shares'). These
Fractional Shares will be aggregated and retained by the Company or sold for
the benefit of the Company.
New Ordinary Shares
Post Consolidation, the number of New Ordinary Shares is expected to be
approximately 780,571 New Ordinary Shares. The last day for dealing in the
Existing Ordinary Shares on AIM is expected to be 20 November 2018. The exact
number of New Ordinary Shares in issue post Consolidation will be confirmed in
an RNS announcement, as soon as this number is known.
Shareholders who hold Depositary Interests will have such interests disabled
in their CREST accounts on the Consolidation Record Date (as referred to
below), and their CREST accounts will be credited with Depositary Interests
representing the New Ordinary Shares to which they are entitled following
Admission, which is expected to take place on 21 November 2018.
Following the Consolidation, any existing share certificates will cease to be
valid and new share certificates are expected to be despatched to those
Shareholders who hold their Existing Ordinary Shares in certificated form, on
or before 28 November 2018.
 
Expected Timetable
 Announcement of Consolidation to Shareholders                                   13 November 2018
 Last day of dealings in the Existing Ordinary Shares                            20 November 2018
 Consolidation Record Date                                                       18:00 p.m. (GMT) on 20 November 2018
 Admission effective and dealings in New Ordinary Shares expected to commence
 on AIM
                                                                                 08:00 a.m. (GMT) on 21 November  2018
 Crediting of CREST accounts with Depositary Interests representing New
 Ordinary Shares
                                                                                 08:00 a.m. (GMT) on 21 November 2018
 Despatch of definitive share certificates in respect of New Ordinary Shares in   28 November 2018
 certificated form
 
Share Capital Statistics
 Number of Existing Ordinary Shares at the date of this Announcement        780,571,489
 Expected number of New Ordinary Shares in issue immediately following the  780,571
 Consolidation
 ISIN for the New Ordinary Shares                                           VGG930042012
 
 
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014 until the release of this announcement.
For further information, please contact:
 URU Metals Limited               +1 416 504 3978
 John Zorbas
 (Chief Executive Officer)
 SP Angel Corporate Finance LLP   + 44 (0) 203 470 0470
 (Nominated Adviser and Broker)
 Ewan Leggat
 SVS Securities Plc               +44 (0) 203 700 0093
 (Joint Broker)
 Tom Curran
 
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