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AFRICAN EAGLE RESOURCES PLC - Notice of AGM and proposed subdivision of share capital

Release Date: 31/05/2013 16:30
Code(s): AEA     PDF:  
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Notice of AGM and proposed subdivision of share capital

African Eagle Resources plc
Incorporated in England and Wales
(Registration number 3912362)
(AIM share code: AFE AIM ISIN: GB0003394813)
(JSE share code: AEA JSE ISIN: GB0003394813)
(“African Eagle” or the “Company”)


Notice of AGM and proposed Subdivision of share capital


African Eagle announces that it has today posted to shareholders a circular containing the Company’s
Notice of Annual General Meeting (“AGM”) to be held at 9.30 a.m. on Monday, 24 June 2013,
together with a form of proxy.

At the AGM, shareholders are being asked to consider, inter alia, the following item of substantive
business:

    -   The proposed subdivision of each existing ordinary share of £0.01 (“Existing Ordinary Share”)
        into one new ordinary share of £0.001 (“New Ordinary Share”) and one deferred share of
        £0.009 (“Deferred Share”) (collectively the “Subdivision”).

Subdivision

As at close of business on 29 May 2013 (the latest practical date prior to the publication of the
circular), the closing share price of the Existing Ordinary Shares was £0.00825 per share, which is
marginally lower than their nominal value. Under the Companies Act 2006, it is not permissible for a
company to issue shares at a discount to their nominal value and the board of directors of the African
Eagle (“the Board”) believes that, for so long as the share price remains at this level, the Company
would be unable to raise new share capital without reducing the nominal value of the Existing
Ordinary Shares.

As announced by the Company on 15 May 2013, the Directors are currently in discussions, and
intend to continue discussions, with major shareholders in relation to the provision of funding for the
Company and other potential transactions. Accordingly, the Directors believe that it is important that
they have sufficient flexibility to continue discussing these funding options, including providing the
power for Directors to issue new ordinary shares in the Company, including for cash if required, if they
determine that it is in the best interests of the Company and Shareholders as a whole to do so.

The effect of the Subdivision will be to decrease the nominal value per ordinary share by a factor of
ten to £0.001. The purpose of the issue of the Deferred Shares is to ensure that the Subdivision does
not result in a reduction of capital of the Company.

Upon implementation of the Subdivision, Shareholders on the register of members of the Company at
the close of business on the Record Date will exchange each Existing Ordinary Share for 1 New
Ordinary Share and 1 Deferred Share. The proportion of the issued ordinary share capital of the
Company held by each Shareholder following the Subdivision will be unchanged.

The New Ordinary Shares arising on implementation of the Subdivision will have the same rights and
benefits as the Existing Ordinary Shares, including voting, dividend and other rights. Following the
Subdivision, 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 Subdivision takes effect.
Whilst the nominal value of the New Ordinary Shares will be approximately 10 times lower than that of
the Existing Ordinary Shares following the Subdivision, the overall market capitalisation of the
Company is expected to remain the same.

The Deferred Shares will not entitle holders to receive notice of or attend and vote at any general
meeting of the Company or to receive a dividend or other distribution or to participate in any return on
capital on a winding up other than the nominal amount paid on such shares following a substantial
distribution to the holders of ordinary shares in the Company. Accordingly, the Deferred Shares will,
for all practical purposes, be valueless and it is the Board's intention that, at an appropriate time, the
Company may repurchase the Deferred Shares, cancel or seek to the surrender of the Deferred
Shares using such lawful means as the Board may at such time determine.

Circular

The circular to shareholders in connection with the above proposal will be posted to shareholders
today and contains full details of the Subdivision, together with details of the other resolutions to be
proposed at the AGM. The circular, containing the Notice of Annual General Meeting, is also available
from the Company's website at www.africaneagle.co.uk.

The AGM will be held at 9.30 a.m. on Monday, 24 June 2013 at the offices of Mayer Brown
International LLP, 201 Bishopsgate, London, EC2M 3AF. A copy of the 2012 Annual Report is
expected to be despatched to Shareholders on or around 12 June 2013.

Timetable for the AGM and the Subdivision:

Latest time and date for receipt of Forms of Proxy in the UK                      9.30 a.m. on 22 June 2013
and in SA

Annual General Meeting                                                            9.30 a.m. on 24 June 2013

Results of AGM and finalisation announcement released on                                       24 June 2013
RNS and SENS

Record Date for Subdivision on AIM                                        Close of business on 24 June 2013

Last day to trade on the JSE for the Subdivision                          Close of business on 24 June 2013

Admission and dealings in the New Ordinary Shares expected                        8.00 a.m. on 25 June 2013
to commence on AIM and the JSE

Record Date for Subdivision on the JSE                                                          1 July 2013

1. References to times and dates in this document are to times and dates in London, United Kingdom. If any 
of the above times and/or dates change, the revised time and/or date will be notified by announcement through 
a Regulatory Information Service.

2. Share certificates may not be dematerialised or rematerialised between Tuesday, 25 June 2013 and Monday, 
1 July 2013, both days inclusive, and no transfers between the AIM and the AltX register may take place between 
24 June 2013 and 2 July 2013, both days inclusive.

3. Where Shareholders hold their Existing Ordinary Shares in certificated format, new share certificates in 
respect of the New Ordinary Shares will not be required and accordingly new share certificates will not be issued
 to Shareholders.

Enquiries:
African Eagle Resources plc
Trevor Moss, CEO
+44 20 7248 6059

Strand Hanson Limited (NOMAD)
Stuart Faulkner
Angela Hallett
James Dance
+ 44 20 7409 3494

Ocean Equities Limited (Broker)
Guy Wilkes
+44 20 7786 4370

Russell & Associates, Johannesburg
Charmane Russell
Marion Brower
+27 11 880 3924

JSE Sponsor
Merchantec Capital

31 May 2013

A copy of this announcement will be available on the Company's website at www.africaneagle.co.uk
as soon as possible. The content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

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