10 June 2019
Alexander Mining plc
("Alexander" or the "Company")
Proposed Capital Re-Organisation and Notice of General Meeting
Alexander Mining plc, the AIM-listed mining, minerals and metals processing technology company, announces that it will today post to Shareholders a circular ("Circular") containing notice of a general meeting for approval of a proposed capital re-organisation to be held at 11:30 a.m. on 28 June 2019, or immediately following the conclusion of the AGM being held at 11.00 a.m., at the offices of Druces, Salisbury House, London Wall, London, EC2M 5PS (the "General Meeting").
Alexander, in common with a multitude of other companies in the mining sector, has been affected by the acutely challenging economic and market conditions.
The market value of Alexander's ordinary shares ("the Existing Ordinary Shares") has fallen below their nominal value which is currently 0.1 pence. The Company is therefore unable to issue any further ordinary shares due to provisions of the Companies Act 2006 ("Act") which prevents a company from issuing shares at less than their nominal value.
The Capital Re-organisation and New Articles of Association
Accordingly, the Company proposes to implement the proposed capital re-organisation ("the Capital Re-organisation") to enable further issues of shares in the future. At present, there are 1,888,730,149 Existing Ordinary Shares in issue. In order to implement the Capital Re-organisation, resolutions will be proposed at the General Meeting, to take effect from the close of business on the date the resolutions are passed (or such other time or date as the Board may determine), whereby;
a) each Existing Ordinary Share on the register of members of the Company at the close of business on 28 June 2019 (or such other time or date as the Board may determine) ("the Record Date") will be divided into:
i) 1 new ordinary share of 0.001 pence (a "New Ordinary Share"); and
ii) 99 new deferred shares of 0.001 pence ("New Deferred Shares"); and
b) each of the issued deferred shares of 9.9p each in the capital of the Company on the register of members of the Company at the Record Date, which came into existence in 2012, will be subdivided into 9,900 New Deferred Shares;
The Company's Articles of Association are to be amended by the Resolution proposed, simply to reflect the creation of the New Ordinary Shares and the subdivision of the Existing Deferred Shares, and such Resolutions will also grant to the Directors replacement authorities to issue New Ordinary Shares and to allot the same without applying pre-emption rights in accordance with the Act.
The New Ordinary Shares will have the same rights and benefits of the Existing Ordinary Shares. The number of New Ordinary Shares in issue following the Capital Re-organisation will be unchanged from the number of Existing Ordinary Shares in issue immediately prior to the Capital Re-organisation.
The New Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non--transferable. The Directors consider that the New Deferred Shares will have no effect on the respective economic interests of the Shareholders. No share certificates will be issued for the New Deferred Shares. It is currently intended that, in due course and as set out in the amended Articles of Association, all the New Deferred Shares will be re-purchased by the Company, at its sole discretion, for an aggregate consideration of £1 and cancelled.
The Capital Re-organisation will necessitate a minor alteration to the Articles of Association of the Company. Amendment of the Articles of Association forms part of the proposed Resolution numbered 1 in the Notice. A set of the proposed amended Articles of Association highlighting the alterations and comparing the new draft with the existing Articles of Association, is available for inspection by Shareholders until the conclusion of the General Meeting at the Company's registered office or on the Company's website www.alexandermining.com.
Following the Capital Re-organisation, the New Ordinary Shares of the Company will have a nominal value of 0.001 pence and the Company will be in a position to issue further shares at less than 0.1 pence per share without breaching the provisions of the Act, assuming that the share price of the Company does not fall below the new nominal value. The Capital Re-organisation is conditional upon Shareholder approval of the Resolutions at the General Meeting.
Admission to trading on AIM
Application will be made for the New Ordinary Shares to be admitted to trading on AIM. Dealings in the Existing Ordinary Shares will cease at the close of business on the date of the General Meeting and dealings in the New Ordinary Shares are expected to commence on the following Business Day, being 1 July 2019.
The ISIN and SEDOL number of the New Ordinary Shares will be the same as the Existing Ordinary Shares and any share certificates for the Existing Ordinary Shares will remain valid for the New Ordinary Shares.
Recommendation and voting intentions
A failure to obtain the requisite support of the Shareholders at the General Meeting would prevent the Company from proceeding with the Capital Re--organisation which would therefore prohibit the Directors from issuing shares at less than 0.1 pence per share. Accordingly, the Board strongly urges all Shareholders to return their Form of Proxy and/or attend the General Meeting.
The Board considers that the proposals described in this letter are in the best interests of the Company and of the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings amounting to, in aggregate 925,000 Existing Ordinary Shares (representing 0.049 per cent of the Existing Ordinary Shares).
Availability of Documents
The Circular which sets out full details of the Capital Re-organisation is being sent to Shareholders today.
Copies of the Circular and the proposed New Articles of Association will shortly be available on the Company's website at www.alexandermining.com. Additional copies will be made available to the public, free of charge, from the Company's registered office at Salisbury House, London Wall, London, EC2M 5PS.
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