TIDMMTR
RNS Number : 9825P
Metal Tiger PLC
15 October 2019
15 October 2019
Metal Tiger plc
("Metal Tiger" or the "Company")
Notice of General Meeting - Authority to purchase own shares
Metal Tiger plc (AIM:MTR), the London Stock Exchange AIM listed
investor in strategic natural resource opportunities, is pleased to
hereby give notice for a General Meeting to be held at the Oriental
Club, Stratford House, Stratford Place, London W1C 1ES at 11:00am
on 6 November 2019.
The purpose of the General Meeting is for the Company to be
granted approval from Shareholders for the general authority to
make market purchases of its own ordinary shares of 0.01p each in
its issued share capital (the "Ordinary Shares") within the meaning
of section 693 of the Companies Act (the "Share Buy-Back
Mandate").
A formal copy of the circular containing the Notice of General
Meeting has today been posted to shareholders and will be available
on the Company's website
www.metaltigerplc.com/index.php/investors/circulars. Definitions
used in this announcement have the same meaning as ascribed to them
in the circular, unless the context requires otherwise.
Background to and reasons for the Proposed Buy-Back
The Company is currently a significant shareholder of MOD
Resources Ltd ("MOD") and, on 1 October 2019, the shareholders of
MOD approved an Australian scheme of arrangement whereby Sandfire
Resources NL ("Sandfire") will acquire the entire issued ordinary
share capital of MOD (the "Scheme"). The Scheme was subsequently
approved by the Supreme Court of Western Australia on 8 October
2019 and became effective on 9 October 2019.
Pursuant to the Scheme and subject to certain exceptions,
shareholders in MOD will transfer the ordinary shares they hold in
MOD (each a "MOD Share") in consideration for 0.0664 new ordinary
shares in the capital of Sandfire ("Sandfire Shares") for every one
MOD Share held by them (the "Scheme Consideration").
In addition, pursuant to a joint venture arrangement between the
Company and MOD, following the Scheme becoming effective, MOD has
exercised an option to acquire the Company's 30 per cent. interest
in Metal Capital Exploration Limited ("MCEL") in consideration for
MOD Shares being issued to the Company, as announced on 11 October
2019. Such MOD Shares will be transferred under the Scheme and
accordingly the Company will be entitled to Scheme
Consideration.
The Scheme is expected to be implemented on or around 23 October
2019, following which the Company anticipates that it will receive,
in aggregate, 6,296,990 Sandfire Shares, as Scheme Consideration,
for the transfer of MOD Shares it holds. As at 11 October 2019
based on the closing price of Sandfire, the value of the Sandfire
Shares to be received by the Company is equivalent to AU$40.0m
(approximately GBP21.5m), which is expected to represent
approximately 3.5 per cent. of Sandfire's enlarged issued share
capital.
For over three years, the Company's primary investment has been
in MOD and the joint venture operations the Company has shared with
MOD in Botswana. Following the Scheme being implemented and the
transfer of the Company's interest in MCEL, the Company's principal
investment will be its resultant interest in Sandfire. The Board
recognises that the effect of the Scheme may represent a change in
the base case investment decision for certain Shareholders and
therefore, if approved by Shareholders, the Share Buy-Back Mandate
will offer such Shareholders the opportunity to realise their
investment.
The Board also believes that, as the Company's Ordinary Shares
are currently trading at a significant discount of 21 per cent. to
the Company's net asset value (as reported in the unaudited interim
financial statements for the six months ended 30 June 2019) and
that, in its opinion, the current net asset value is higher,
pursuing the Share Buy-Back Mandate represents an effective use of
the Company's capital (depending on the future discount to net
asset value) and will provide the Company with the ability to seek
to manage this discount.
Accordingly, the Board believes that the Share Buy-Back
Mandate:
-- will allow the Company to provide an orderly liquidity event
for Shareholders who do not wish to remain invested in the Company;
and
-- may help to provide more liquidity in the Company (the
Company's three month average daily volume was 2.8m shares at 11
October 2019 being the latest practicable date before the
publication of the circular).
For full details of the Scheme, please see the scheme booklet
published by MOD on 29 August 2019 at
https://www.modresources.com.au/.
Scope of the Share Buy-Back Mandate
The Resolution seeks to give the Company the general authority
to make market purchases of Ordinary Shares. The maximum number of
Ordinary Shares which may be purchased under the Share Buy-Back
Mandate is 155,917,230 representing approximately 10 per cent. of
the issued share capital of the Company as at the date of this
announcement. The minimum price that could be paid for an Ordinary
Share would be 0.01p and the maximum price would be equal to 105
per cent of the average of the middle market quotations for an
Ordinary Share, as derived from the AIM Appendix to the London
Stock Exchange Daily Official List (as applicable at the time the
proposed purchase is to be contracted) for the five business days
immediately preceding the day on which the share is contracted to
be purchased, in each case excluding expenses.
Such authority will expire on 31 December 2020 or, if earlier,
the conclusion of the next annual general meeting of the
Company.
The Companies Act permits the Company to purchase its own shares
and, rather than cancel those shares, to hold them as treasury
shares, in which case they would carry no voting rights and no
entitlement to any dividend for as long as they are held as
treasury shares.
If the Resolution is approved by the Shareholders, the Board
intends to exercise the Share Buy-Back Mandate after it has entered
into a sale facility agreement with its broker, Arden Partners plc.
Such agreement will set out the parameters and mechanics of any
share buy-back pursuant to the Share Buy-Back Mandate and a further
announcement will be made once the terms of the agreement have been
agreed.
The Board is considering a number of options to pay for any
acquired shares, including the use of existing cash balances, the
sale of assets and/or obtaining a debt financing facility over the
shares the Company will hold in Sandfire.
Action to be taken
Shareholders are invited to attend the General Meeting of the
Company to be held at the Oriental Club, Stratford House, Stratford
Place, London W1C 1ES at 11:00am on 6 November 2019.
Whether or not Shareholders intend to attend the General Meeting
in person, Shareholders should register their proxy votes
electronically at www.signalshares.com as soon as possible, but in
any event, no later than 11:00am on 4 November 2019. Shareholders
may obtain a hard copy form of proxy directly from the Company's
Registrar, Link Asset Services.
CREST members can also appoint proxies by using the CREST
electronic proxy appointment service and transmitting a CREST Proxy
Instruction in accordance with the procedures set out in the CREST
Manual so that it is received by Link Asset Services (under CREST
participant ID RA10) by no later than 11:00am on 4 November 2019.
The time of receipt will be taken to be the time from which Link
Asset Services is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST.
Appointment of a proxy or transmitting a CREST Proxy Instruction
will not prevent Shareholders from attending the General Meeting
and voting in person should they wish to do so.
Recommendation
The Board considers both the Share Buy-Back Mandate and the
Resolution to be in the best interests of the Company and the
Shareholders as a whole. Accordingly, the Board unanimously
recommends that the Shareholders vote in favour of the Resolution
as they intend to do so in respect of their own beneficial holdings
which in aggregate amount to 132,655,858 Ordinary Shares,
representing approximately 8.51 per cent. of the total issued share
capital of the Company as at the date of this announcement.
The Resolution set to be voted upon at the meeting is set out
below and should be read in conjunction with the full text of the
circular.
ORDINARY RESOLUTION
1. THAT the Company be and is hereby generally and
unconditionally authorised pursuant to section 701 of the Companies
Act 2006 (the "Act") to make market purchases (within the meaning
of section 693(4) of the Act) of ordinary shares of 0.01p each in
the capital of the Company on such terms as the directors of the
Company think fit provided that:
(a) the maximum number of ordinary shares hereby authorised to
be purchased is 155,917,230;
(b) the minimum price, exclusive of any expenses, which may be
paid for an ordinary share is 0.01p;
(c) the maximum price, exclusive of any expenses, which may be
paid for each ordinary share is an amount equal to the higher of:
(i) 105 per cent. of the average of the middle market quotations
for an ordinary share, as derived from the AIM Appendix to the
London Stock Exchange Daily Official List, for the five business
days immediately preceding the day on which the ordinary share is
purchased; and (ii) the amount equal to the higher of the price of
the last independent trade of an ordinary share and the highest
current independent bid for an ordinary share on the trading venue
where the purchase is carried out; and
(d) the authority hereby conferred shall, unless previously
revoked or varied, expire on 31 December 2020 or, if earlier, the
conclusion of the next annual general meeting of the Company
(except in relation to the purchase of ordinary shares the contract
for which was concluded before the expiry of this authority and
which will or may be executed wholly or partly after such
expiry).
For further information on the Company, visit:
http://www.metaltigerplc.com:
Michael McNeilly (Chief Executive Officer) Tel: +44 (0)20 7099
0738
Mark Potter (Chief Investment Officer)
Richard Tulloch Strand Hanson Limited (Nominated Tel +44 (0)20 7409
James Dance Adviser) 3494
Jack Botros
Paul Shackleton Arden Partners plc (Joint Broker) Tel: +44 (0)20 7614
Steve Douglas 5900
Nick Emerson SI Capital (Joint Broker) Tel: +44 (0)1483
413 500
Gordon Poole Camarco (Financial PR) Tel: +44 (0)20 3757
James Crothers 4980
Monique Perks
Notes to Editors:
Metal Tiger plc is admitted to the AIM market of the London
Stock Exchange AIM Market ("AIM") with the trading code MTR and
invests in high potential mineral projects with a base, precious
and strategic metals focus.
The Company's target is to deliver a high return for
shareholders by investing in significantly undervalued and/or high
potential opportunities in the mineral exploration and development
sector. Metal Tiger has two investment divisions: Direct Equities
and Direct Projects.
The Direct Equities Division invests in undervalued natural
resource companies. The majority of its investments are listed on
AIM, the TSX and the ASX, which includes its interest in MOD
Resources Limited. The Company also considers selective
opportunities to invest in private natural resource companies,
typically where there is an identifiable path to IPO. Through the
trading of equities and warrants, Metal Tiger seeks to generate
cash for investment in the Direct Projects Division.
The Direct Projects Division is focused on the development of
its key project interests in Botswana, Spain and Thailand. In
Botswana, Metal Tiger, through its joint venture with MOD and its
interest in Kalahari Metals Limited, has a growing interest in the
large and highly prospective Kalahari copper/silver belt. In Spain,
the Company has tungsten and gold interests in the highly
mineralised Extremadura region. In Thailand, Metal Tiger has
interests in two potentially near-production stage lead/zinc/silver
mines as well as licences, applications and critical historical
data covering antimony, copper, gold, lead, zinc and silver
opportunities.
The Company actively assesses new investment opportunities on an
on-going basis and has access to a diverse pipeline of new
opportunities in the natural resources and mining sectors. For
pipeline opportunities deemed sufficiently attractive, Metal Tiger
may invest in the project or entity by buying publicly listed
shares, by financing privately and/or by entering into a joint
venture.
Accompanying Notes to Notice of General Meeting
Entitlement to Vote
1 Pursuant to Regulation 41(1) of the Uncertificated Securities
Regulations 2001 (as amended), the Company has specified that only
those members registered on the register of members of the Company
at close of business on 4 November 2019 (the "Specified Time") (or,
if the meeting is adjourned to a time more than 48 hours after the
Specified Time, by close of business on the day which is two days
prior to the time of the adjourned meeting) shall be entitled to
attend and vote at the meeting in respect of the number of shares
registered in their name at that time. If the meeting is adjourned
to a time not more than 48 hours after the Specified Time, that
time will also apply for the purpose of determining the entitlement
of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting.
Changes to the register of members after the relevant deadline
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
Appointment of proxies
2 A member entitled to attend and vote at the meeting may
appoint one or more proxies to exercise all or any of the member's
rights to attend, speak and vote at the meeting. A proxy need not
be a member of the Company but must attend the meeting for the
member's vote to be counted. If a member appoints more than one
proxy to attend the meeting, each proxy must be appointed to
exercise the rights attached to a different share or shares held by
the member. If a member wishes to appoint more than one proxy they
may do so at www.signalshares.com.
3 To be effective, the proxy vote can be submitted at
www.signalshares.com so as to have been received by the Company's
Registrar not less than 48 hours (excluding weekends and public
holidays) before the time appointed for the General Meeting or any
adjournment of it. By registering on the Signal Shares portal at
www.signalshares.com, you can manage your shareholding,
including:
a) cast your vote;
b) change your dividend payment instruction;
c) update your address; and
d) select your communication preference.
Any power of attorney or other authority under which the proxy
is submitted must be returned to the Company's Registrar, Link
Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3
4ZF.
4 Alternatively, you can request a hard copy form of proxy from
the Company's Registrar which must be completed and deposited with
the Company's Registrar, by post to: Link Asset Services, at PXS 1,
34 Beckenham Road, Beckenham, Kent BR3 4ZF; or by hand to: Link
Asset Services (PXS), The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU, not less than 48 hours (excluding weekends and public
holidays) before the time appointed for the General Meeting or any
adjournment of it.
5 CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf.
6 In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance
with Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instruction, as described
in the CREST Manual (available via www.euroclear.com/CREST). The
message, regardless of whether it constitutes the appointment of a
proxy, or is an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to
be received by the Company's Registrar (ID: RA10) by the latest
time(s) for receipt of proxy appointments specified in Note 3
above. For this purpose, the time of receipt will be taken to be
the time (as determined by the time stamp applied to the message by
the CREST Application Host) from which the issuer's agent is able
to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to
proxies appointed through CREST should be communicated to the
appointee through other means.
7 CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings
(www.euroclear.com/CREST).
8 The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
9 The valid appointment of a proxy will not affect the right of
a member to attend, speak and vote in person at the meeting
convened by this notice. If you have appointed a proxy and attend
the meeting in person, your proxy appointment will automatically be
terminated.
10 If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Corporate Representatives
11 Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
Communications
12 Any electronic address provided either in this Notice or in
any related documents may not be used to communicate with the
Company for any purposes other than those expressly stated.
13 If you need help with voting on-line, or require a paper form
of proxy, please contact the Company's Registrar, Link Asset
Services, by email at enquiries@linkgroup.co.uk or you may call
Link on 0871 664 0391 if calling from the UK or +44 (0) 371 664
0391 if calling from outside of the UK. The Link Asset Services
office is open between 9:00am-5:30pm, Monday to Friday excluding
public holidays in England and Wales. Submission of a proxy vote
shall not preclude a member from attending and voting in person at
the meeting in respect of which the proxy is appointed or at any
adjournment thereof.
Total Voting Rights
14 As at 11 October 2019, being the last practicable date before
dispatch of this notice, the Company's issued share capital
comprised 1,559,172,297 Ordinary Shares of 0.01p each. Each
ordinary share carries the right to one vote at a general meeting
of the Company and, therefore, the total number of voting rights in
the Company as at 11 October 2019 is 1,559,172,297.
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 or visit www.rns.com.
END
NOGUVUVRKAARAAA
(END) Dow Jones Newswires
October 15, 2019 11:24 ET (15:24 GMT)
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