TIDMWSBN
RNS Number : 5250X
Wishbone Gold PLC
19 December 2019
19 December 2019
Wishbone Gold Plc ("Wishbone Gold" or the "Company")
Wishbone Gold Plc / Index: AIM: WSBN / Sector: Natural Resources
/ NEX: WSBN
Trading Update and Announcement of General Meeting
to effect Share Consolidation and Subdivision
Trading Update
As the Company is approaching its accounting year-end of 31
December, the Board is pleased to report the following figures from
its unaudited management accounts for the period (1 January 2019 -
17 December 2019). Revenue was US$10,571,686, which is a slight
decrease of US$324,359 from the previous 12 months' (Y/E 31
December 2018) US$10,896,045. We do, however, expect there to be a
year-on-year increase for the 12 Month period ending 31 December
2019. Trading profit for the same period was US$56,986 an increase
of US$10,715 from US$46,271. The trading profit margin increased to
.54% from .42% in the previous year.
The Company expanded its operations in Hong Kong, and we are
hopeful that the expansion will increase at a greater rate as the
situation in the region settles down.
The Company will begin operations in Europe at the end of
December 2019, which will have a positive impact on the group's
turnover and profitability.
The Company is pleased to announce that it has agreed a
settlement with the Scotia Group of Companies (Sion Honduras S.A.,
Scotia International of Nevada Inc) concerning the operations in
Honduras. This includes the payment to the Company of US$600,000
over the next six months. The first US$50,000 has already been
paid. There is a further payment of up to US$400,000 over the next
two years to be paid out of profits, if any, from the Honduran
operations. The plant is currently not in production.
General Meeting ("GM") Notice
The Company has today issued a notice of an GM to be held on 10
January 2020. This contains a resolution to effect a capital
reorganisation. It is proposed that every 100 existing ordinary
shares will be consolidated and then subdivided into 1 deferred
share of 9.9p each and 1 New Ordinary Share of 0.1p each. This will
mean that there will be fewer shares in issue but the proportions
held by each shareholder will remain the same.
Application will be made for the admission of the New Ordinary
Shares for trading on AIM subject to the Company receiving approval
for the Capital Reorganisation. No admission will be sought for the
Deferred Shares which will have no material value.
A letter from the Chairman of the Company, which is set out in
the circular accompanying the notice of the GM, can be found below.
A full copy of the notice of the GM can be found at
www.wishbonegold.com in Shareholder Circulars under the Investors
tab.
S
For further information, please contact:
Wishbone Gold PLC
Richard Poulden, Chairman Tel: +971 43 43 5134
Beaumont Cornish Limited
(Nominated Adviser and NEX Exchange Corporate Adviser)
Roland Cornish/Rosalind Hill Abrahams Tel: +44 20 7628 3396
Turner Pope Investments (TPI) Limited
(Broker)
Zoe Alexander/ Andy Thacker Tel: +44 20 3657 0050
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this Document 19 December 2019
Latest time and date for return of Forms of Proxy 10:00 a.m.
(CET), 8 January 2020
Latest time and date for return of Forms of Instruction 10:00
a.m. (CET), 7 January 2020
General Meeting 10:00 a.m. (CET), 10 January 2020
Record Time for the Capital Reorganisation and final date of
trading for the Existing Ordinary Shares 6:00 p.m., 10 January
2020
Admission effective and dealings in the New Ordinary Shares
expected to commence on AIM and CREST accounts credited 8:00 a.m., 13 January 2020
Expected date for despatch of definitive certificates for
New Ordinary Shares 14 days after Admission
LETTER FROM THE CHAIRMAN OF WISHBONE GOLD PLC
Dear Shareholders,
Proposed Capital Reorganisation, amendments to the Memorandum
and Articles of Association and Notice of General Meeting
1. Introduction
It is proposed that at a forthcoming General Meeting,
Shareholders will be asked to approve the Capital
Reorganisation.
The Company currently has 2,845,878,980 Existing Ordinary
Shares. The Directors consider that it is in the best interests of
the Company's long term development as a public quoted company to
have a more manageable number of issued ordinary shares and to have
a higher share price.
The Capital Reorganisation, which comprises a consolidation and
subdivision of shares, has been structured in such a way that each
of the New Ordinary Shares created pursuant to the Capital
Reorganisation shall have a nominal value of 0.1 pence. This is
achieved by a consolidation of every 100 Existing Ordinary Shares
into one Consolidated Share followed by an immediate subdivision of
each Consolidated Share into one New Ordinary Share of 0.1 pence
and one Deferred Share of 9.9 pence.
All of the Existing Ordinary Shares are proposed to be
consolidated, meaning that whilst the number of shares held will
change, the proportion of issued ordinary shareholdings in the
Company held by each Shareholder immediately before and immediately
after the Consolidation will remain unchanged, save for fractional
entitlements (which are described below). This should also mean
that the value of existing shareholdings in the market also will
not change although the price per share will do so.
The purpose of this Document is to provide Shareholders with
details of the Capital Reorganisation and to explain why the
Directors are recommending Shareholders vote in favour of these
resolutions at the General Meeting.
Following the Capital Reorganisation, assuming the resolutions
are passed, the issued share capital of the Company will comprise
28,458,790 New Ordinary Shares and 28,458,790 Deferred Shares and
the total issued share capital of the Company will be
GBP2,845,879.00. Pursuant to the share capital authorities granted
to the Directors as stated in Article 29 of the adopted Articles of
Association on 2(nd) July 2019, the Directors will have the
ability, following the Capital Reorganisation, to allot further
shares with an aggregate nominal value of GBP5,154,121.00.
2. Purpose of the Capital Reorganisation
The Company's issued ordinary share capital currently consists
of 2,845,878,980 Existing Ordinary Shares. As a result of the
number of shares in issue, which is significantly higher than many
companies whose shares are traded on AIM, the Board believes that
the low share price affects investor perception of the Company and
share price volatility. Further, as a Gibraltar incorporated public
company, the Company is unable to issue shares for less than the
nominal value of its Ordinary Shares.
Accordingly, the objective of the Capital Reorganisation is to
reduce the number of Existing Ordinary Shares to a level which is
more in line with other comparable AIM-traded companies with the
intention of also creating a higher share price per ordinary share
in the capital of the Company. The Directors believe that the
Capital Reorganisation should improve the liquidity and
marketability of the Ordinary Shares.
3. Proposed Capital Reorganisation
The proposed Capital Reorganisation will comprise three
elements:
i. Amendment of memorandum and articles of association (the "New Articles").
ii. Consolidation - Every 100 Existing Ordinary Shares will be
consolidated into one Consolidated Share.
iii. There will then be a Subdivision, immediately following the
Consolidation, such that each Consolidated Share will then be
sub-divided into one New Ordinary Share of 0.1 pence and one
Deferred Share of 9.9 pence.
The Capital Reorganisation requires the passing of the
shareholder resolutions in relation to the amendment of the
memorandum and articles of association of the Company and the
Capital Reorganisation, being resolutions numbered 1 and 2, at the
General Meeting, which is to be held at held at Suite 16,
Watergardens 5, Waterport Wharf, Gibraltar on 10 January 2020 at
10:00 a.m. (CET). If the Resolutions are passed, the Capital
Reorganisation will become effective immediately following close of
business on that date, subject only to Admission the following
business day.
4. Memorandum and Articles of Association
Due to the proposed Capital Reorganisation the Company needs to
amend its memorandum and articles of association to establish the
Deferred A Shares. The overall rights attaching to any deferred
shares are already covered by Article 26A in the Articles of
Association.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM and it is currently expected that
admission to trading in the New Ordinary Shares will become
effective and dealings commence at 8.00 a.m. on 13 January
2020.
5. Consolidation
At the General Meeting, the Directors are inviting Shareholders
to approve the Resolutions, which will authorise the Consolidation
pursuant to which every 100 Existing Ordinary Shares will be
consolidated into one Consolidated Share.
In anticipation of the Resolutions being passed by the
Shareholders, the Company will, immediately prior to the General
Meeting, issue such number of additional Ordinary Shares as will
result in the total number of Ordinary Shares in issue being
exactly divisible by 100. Assuming no other Ordinary Shares are
issued between the date of this Document and immediately before the
General Meeting, this will result in 20 additional Ordinary Shares
being issued and will create 28,458,790 Consolidated Shares
(subject to any revision to the Company's issued share capital
between the date of this Document and the Record Time).
As all of the Existing Ordinary Shares are proposed to be
consolidated, the proportion of issued ordinary shareholdings in
the Company held by each Shareholder immediately before and
immediately after the Consolidation will, save for fractional
entitlements, remain unchanged.
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 Share. On the Subdivision, such fractional
entitlements will be carried over to the relevant New Ordinary
Shares but not the Deferred Shares, and the New Ordinary Shares
which comprise fractional entitlements will then be sold or passed
to charity (see further explanation at paragraph 7 below,
Fractional Entitlements to Consolidated Shares, below).
Accordingly, following the implementation of the Capital
Reorganisation, any Shareholder, who as a result of the
Consolidation has a fractional entitlement to any New Ordinary
Shares, will not have a proportionate shareholding of New Ordinary
Shares exactly equal to their proportionate holding of Existing
Ordinary Shares.
Furthermore, any Shareholders holding fewer than 100 Existing
Ordinary Shares as at the Record Time will cease to be a
shareholder of the Company. The minimum threshold to receive
Consolidated Shares will be 100 Existing Ordinary Shares.
6. Subdivision
Immediately following the Consolidation, each Consolidated Share
will be subdivided into one New Ordinary Share and one Deferred [A]
Share. The Subdivision has been structured in such a way so that
each of the New Ordinary Shares will have a nominal value of 0.1
pence each. Where there are fractional entitlements to a
Consolidated Share, the Board considers it fair that, upon
Subdivision, the same fractional entitlements to a Consolidated
Share will apply to each New Ordinary Share, but not a Deferred
Share. The rights attached to the Deferred Shares are described in
this Document. The Record Time for the Subdivision will be the same
as for the Consolidation, which is 6:00 p.m. on 10 January
2020.
7. Fractional Entitlements to Consolidated Shares
The Share Consolidation will give rise to fractional
entitlements to a Consolidated Share where any holding is not
precisely divisible by 100. On Subdivision of any such Consolidated
Share, which occurs immediately thereafter, the same fractional
entitlement will apply to each New Ordinary Share but not a
Deferred Share then arising. As regards the New Ordinary Shares, no
certificates regarding fractional entitlements will be issued.
Instead any New Ordinary Shares in respect of which there are
fractional entitlements will be aggregated and sold or passed to
charity. The Board is of the view that, as a result of the
disproportionate costs, it would not be in the best interests of
the Company to distribute the proceeds of a sale on a pro rata
basis to shareholders.
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 Capital Reorganisation 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 that of the Company.
8. Resulting issued share capital
The issued share capital of the Company immediately following
the Capital Reorganisation (assuming it is approved by the
Shareholders) is expected to comprise 28,458,790 New Ordinary
Shares and 28,458,790 Deferred Shares.
9. Admission of the New Ordinary Shares
As stated above, application will or has been made for the New
Ordinary Shares to be admitted to trading on AIM in place of the
Existing Ordinary Shares. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence on 13 January 2020.
The Company has applied for a new ISIN and SEDOL, which will
become effective following the Capital Reorganisation. The new ISIN
and SEDOL will be notified to the market via an RIS provider in due
course.
Shareholders who hold Existing Ordinary Shares in uncertificated
form via depositary interests will have such shares disabled in
their CREST accounts on the Record Time, and their CREST accounts
will be credited with the New Ordinary Shares following
Admission.
Following the Capital Reorganisation, 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 around 14 days
after Admission. No share certificates will be issued in respect of
Consolidated Shares or Deferred Shares.
10. Effects on options, warrants and other instruments
The entitlements to Ordinary Shares of holders of securities or
instruments convertible into Ordinary Shares (such as share options
and warrants) will be adjusted to reflect the Capital
Reorganisation.
11. Share capital authorities
Following the Capital Reorganisation, assuming the issued share
capital of the Company will comprise 28,458,790 New Ordinary Shares
and 28,458,790 Deferred Shares, the total issued share capital of
the Company will be GBP2,845,879.00. Pursuant to the share capital
authorities granted to the Directors as stated in Article 29 of the
adopted Articles of Association on 2(nd) July 2019, the Directors
will have the ability, following the Capital Reorganisation, to
allot further shares with an aggregate nominal value of
GBP5,154,121.00.
12. General Meeting
You will find set out at the end of this Document a notice
convening the General Meeting to be held at Suite 16, Watergardens
5, Waterport Wharf, Gibraltar on 10 January 2020 at 10:00 a.m.
(CET) for the purpose of considering and, if thought fit, passing
the Resolutions.
13. Taxation in relation to the Capital Reorganisation
If any shareholder is uncertain about their own tax position,
they should seek independent financial advice.
14. Action to be taken
Holders of Existing Ordinary Shares will find enclosed with this
Document a Form of Proxy and Form of Instruction for use by them at
the General Meeting. Whether or not you are able to attend the
General Meeting, you are requested to complete the enclosed Form of
Proxy or Form of Instruction and return it to the Company's
Registrars, Computershare Investor Services Plc, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, United Kingdom or to the Company
at the Company's Registered Office at Suite 16, Watergardens 5,
Waterport Wharf, Gibraltar as soon as possible and, in any event,
so as to arrive not later than 10:00 a.m. (CET) on 7 January 2020
for Form of Instruction and 10:00 a.m. (CET) on 8 January 2020 for
Form of Proxy.. The completion and return of a Form of Proxy or
Form of Instruction will not prevent you from attending the General
Meeting and voting in person if you subsequently wish to do so.
However, please note that Shareholders who hold Existing Ordinary
Shares in uncertificated form via depositary interests and who wish
to attend the General Meeting should request a Letter of
Representation by contacting Computershare Investor Services Plc,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by
no later than 72 hours before the General Meeting or 72 business
hours before the time appointed for holding any adjourned meeting.
If you are in any doubt as to what action you should take, you are
recommended to seek your own personal financial advice from your
broker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised
independent financial adviser, immediately.
15. Recommendation
The Directors consider that the Capital Reorganisation and the
other Resolutions are fair and reasonable and are in the best
interests of the Company and its Shareholders as a whole and will
promote the success of the Company. The Directors therefore
recommend you to vote in favour of each of the Resolutions as they
intend to do in respect of their own shareholdings in the
Company.
Yours faithfully,
Richard Poulden
Chairman
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
TSTGGGAUPUPBGWB
(END) Dow Jones Newswires
December 19, 2019 08:06 ET (13:06 GMT)
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