TIDMWRES
RNS Number : 4568R
W Resources PLC
08 March 2021
8 March 2021
W Resources Plc
("W" or the "Company")
Capital Reorganisation and Notice of General Meeting
W Resources Plc (AIM:WRES), the tungsten, tin and gold mining
company with assets in Spain and Portugal, announces a proposed
reorganisation of the Company's share capital ("Capital
Reorganisation") and will today post a circular to shareholders
("Circular") with a notice of General Meeting which will be held at
10.00 a.m. on Wednesday, 31 March 2021.
Background
The Company currently has in issue 7,709,935,731 Ordinary Shares
at the date of this document, which are publicly traded on AIM. At
the present time, the Ordinary Shares are trading at a price that
is lower than their nominal value. The Company is not permitted by
law to issue shares below their nominal value..
The Consolidation is being undertaken as the Company's Directors
and advisers consider the number of shares currently in issue to be
considerably higher than the majority of companies of a similar
size on AIM, which, when combined with the current share price of
significantly less than 1 pence per Share, unduly affects investor
perception of the Company and volatility in its share price.
Following advice from its advisers on these factors, including a
period of monitoring of movements in the Company's share price, it
has been made clear that the Company should take steps to
consolidate its Shares to a more appropriate level and ensure it
benefits from the ongoing support of the AIM market.
The Board also believes that the Capital Reorganisation should
improve the liquidity and marketability of the Company's shares to
a range of investors, including institutional investors through the
creation of a higher price per Ordinary Share.
Capital Reorganisation
The proposed Capital Reorganisation will consist of the
following steps:
-- the amendment of the Company's Articles of Association to
set out the rights and restrictions attaching to a new class
of Deferred Shares;
-- each Existing Ordinary Share of GBP0.001 nominal value each
will be subdivided into two new shares, a Redenominated Ordinary
Share and a Deferred Share;
-- the nominal value of each new Redenominated Ordinary Share
will be one per cent. of an Existing Ordinary Share, being
GBP0.00001;
-- the nominal value of each new Deferred Share will be ninety-nine
per cent. of an Existing Ordinary Share, being GBP0.00099;
and
-- every 100 Redenominated Ordinary Shares will then be consolidated
into one New Ordinary Share with a nominal value of GBP0.001
(being 100 * GBP0.00001).
Each holder of Ordinary Shares will therefore have one New
Ordinary Share for every 100 Existing Ordinary Shares currently
held save where the Capital Reorganisation gives rise to a
fractional entitlement.
As noted above, the Capital Reorganisation will give rise to
fractional entitlements to a New Ordinary Share where any holding
is not precisely divisible by 100. Any New Ordinary Shares in
respect of which there are fractional entitlements will be
aggregated and sold in the market for the best price reasonably
obtainable on behalf of Shareholders entitled to fractions
("Fractional Shareholders"). As the net proceeds of sale due to a
Fractional Shareholder are expected to amount to substantially less
than GBP1.00, 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 consolidate and distribute all such proceeds of
sale, which instead shall be donated to WWF - UK, a charity
registered with the Charities Commission with Charity number
1081247 and which has been selected by the Board in accordance with
article 69 of the Articles of Association.
The Deferred Shares will not be transferable. The holders of the
Deferred Shares shall not, by virtue or in respect of their
holdings of Deferred Shares, have the right to receive notice of
any general meeting of the Company or the right to attend, speak or
vote at any such general meeting.
The Deferred Shares will not entitle their holders to receive
any dividend or other distribution. The Deferred Shares will on a
return of assets in a winding up entitle the holders only to the
repayment of GBP1.00 for the entire class of Deferred Shares.
Accordingly, the Directors consider the Deferred Shares, so
created, to be of no economic value.
Resulting Share Capital
The issued share capital of the Company immediately following
the Capital Reorganisation, assuming that it is approved by the
Shareholders and that no further Existing Ordinary Shares are
issued before the General Meeting, is expected to comprise
77,099,358 New Ordinary Shares along with the Deferred Shares.
The New Ordinary Shares arising upon implementation of the
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares including voting, dividend and other rights.
Effects on Options 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. The Company will notify these holders of the
Capital Reorganisation in due course.
All warrants and options remain subject to the relevant vesting
conditions.
Admission of the New Ordinary Shares
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary
Shares. Subject to Shareholder approval of the Resolutions, it is
expected that admission will become effective and that dealings in
the New Ordinary Shares will commence on 1 April 2021. Following
the Capital Reorganisation, the Company's new ISIN Code will be
GB00BKQN5R41.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date, and their CREST accounts will be credited with the New
Ordinary Shares following Admission, which is expected to take
place on 1 April 2021.
Recommendation
The Directors consider that the Capital Reorganisation is in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of their aggregate
interests of 1,240,444,796 Existing Ordinary Shares (representing
approximately 16.09 per cent. of the Existing Ordinary Shares).
General Meeting
In light of the COVID-19 pandemic, shareholders and their
proxies will not be permitted to attend the meeting in person, as
to do so would be inconsistent with current government guidelines
relating to COVID-19. Shareholders are encouraged to return their
proxy forms as soon as possible but in any event no later than
10.00 a.m. on 29 March 2021.
A copy of the Circular will be available on the Company's
website, www.wresources.com . Unless otherwise indicated, defined
terms shall have the meaning as described in the Circular and which
are set out below.
Should Shareholders wish to raise any questions ahead of the
General Meeting please, they are requested to do so via email at
investor@wresources.com .
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (withdrawal) Act 2018. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Enquiries:
W Resources Plc Grant Thornton UK LLP
Paul Hailes, CFO Colin Aaronson / Seamus Fricker
investor@wresources.com T: +44 (0) 20 7383 5100
www.wresources.com
Joint Broker Joint Broker
Turner Pope Investments (TPI) Alternative Resource Capital /
Ltd Shard Capital
Andy Thacker / Zoe Alexander Alex Wood
T: +44 (0) 203 657 0050 T:+44 (0) 20 7186 9004
www.turnerpope.com www.altrescap.com
Damon Heath
T:+44 (0) 20 7186 9952
www.shardcapital.com
Alma PR
Justine James
T: +44 (0) 20 3405 0205
M: +44 (0) 7525 324431
wres@almapr.co.uk
DEFINITIONS
The following definitions apply throughout the Circular (this
document), unless the context requires otherwise:
"Act" means the Companies Act 2006 (as amended);
"Admission" the admission of the New Ordinary Shares
to trading on AIM and such admission
becoming effective in accordance with
the AIM Rules;
"AIM" a market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and the AIM
Rules for Nominated Advisers issued by
the London Stock Exchange (as amended
from time to time);
"Articles" the memorandum and articles of association
of the Company dated 29 June 2010;
"Board" or "Directors" the directors of the Company as at the
date of this document, whose names are
set out on page 9 of this document;
"Capital Reorganisation" together the Subdivision and Consolidation;
"Certificated" or in means a share or security which is not
"Certificated Form" in uncertificated form (that is, not
in CREST);
"Company" W Resources plc, a public limited company
incorporated in England & Wales under
registered number 04782584 and having
its registered office at 27/28 Eastcastle
Street, London W1W 8DH;
"Consolidation" following the Subdivision, the consolidation
of every 100 Redenominated Ordinary Shares
into one New Ordinary Share;
"CREST" the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear UK & Ireland Limited which
facilitates the transfer of title to
shares in uncertificated form;
"CREST Manual" the rules governing the operation of
CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST
Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards,
Settlement Discipline Rules, CCSS Operations
Manual, Daily Timetable, CREST Application
Procedure and CREST Glossary of Terms
(all as defined in the CREST Glossary
of Terms promulgated by Euroclear on
15 July 1996, as amended);
"CREST Member" a person who has been admitted to Euroclear
as a system-member (as defined in the
CREST Regulations);
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended);
"CREST Sponsor" a CREST participant admitted to CREST
as a sponsor;
"CREST Sponsored Member" a CREST Member admitted to CREST as a
sponsored member;
"Deferred Shares" the deferred shares of GBP0.00099 each
in the capital of the Company immediately
following the Subdivision, having the
rights set out in the Articles as amended
at the General Meeting;
"Directors" or "Board" the directors of the Company as at the
date of this document whose names and
functions are set out on page 9 of this
document, or any duly authorised committee
thereof;
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST;
"Existing Ordinary Shares" the 7,709,935,731 ordinary shares of
GBP0.001 each in issue at the date of
this document;
"Form of Proxy" the form of proxy enclosed with this
document for use by Shareholders in connection
with the General Meeting;
"General Meeting" means the general meeting of the Company
convened for 10.00 a.m. on 31 March 2021,
notice of which is set out at the end
of this document;
"Group" means the Company together with its subsidiaries
(as defined in the Act) as at the date
of this document;
"ISIN" International Securities Identification
Number;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the ordinary shares of GBP0.001 each
in the Company to be created immediately
following the Consolidation;
"Notice of General Meeting" the notice convening the General Meeting,
which is set out at the end of this document;
"Ordinary Shares" the ordinary shares in the capital of
the Company from time to time;
"Record Date" Close of business on 31 March 2021;
"Redenominated Ordinary the ordinary shares of GBP0.00001 each
Share" in the capital of the Company immediately
following the Subdivision;
"Registrar" Share Registrars Limited;
"Resolutions" the resolutions set out in the Notice
of General Meeting to effect the Capital
Reorganisation and amend the Articles;
"RIS" a regulatory information service as defined
by the Listing Rules;
"Shareholders" holders of Ordinary Shares from time
to time and the term "Shareholder" shall
be construed accordingly;
"Subdivision" the subdivision of each Existing Ordinary
Shares into one Redenominated Ordinary
Shares and one Deferred Share; and
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland.
All references in the Circular to "GBP", "pence", "p" or "pounds
sterling" are to the lawful currency of the UK.
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END
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