TIDMAMED
RNS Number : 6846I
Amedeo Resources PLC
28 November 2018
The information contained within this announcement is deemed by
the Company to
constitute inside information as stipulated under the Market
Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement
via a Regulatory
Information Service ("RIS"), this inside information is now
considered to be in the
public domain.
28 November 2018
AMEDEO RESOURCES PLC
("Amedeo" or the "Company")
Proposed cancellation of admission to trading on AIM
Sub-division of the share capital
Notice of General Meeting
Amedeo Resources Plc, the investment company whose policy is to
invest principally, but not exclusively, in the resources and
resources infrastructure and asset sector, announces the Company's
proposed cancellation from trading on AIM ("Cancellation"), as the
Company has decided to seek Shareholders' approval to cancel the
admission of the Ordinary Shares to trading on AIM pursuant to Rule
41 of the AIM Rules.
The Directors consider the Cancellation to be in the best
interest of Shareholders, after considering, amongst other things,
the costs of maintaining trading in the Ordinary Shares on AIM and
the limited liquidity in the Ordinary Shares.
The Ordinary Shares will continue to be admitted to trading on
AIM, prior to the Cancellation.
The Company will today post to Shareholders a circular (the
"Circular") in connection with Cancellation containing a notice
convening a general meeting of the Company (the "GM") to be held at
2.00 p.m. on 17 December 2018 at the offices of Druces LLP,
Salisbury House, London Wall, London EC2M 5PS.
Defined terms used in this announcement have the meaning set out
at the end of this announcement and as in the Circular.
Enquiries:
Amedeo Resources Plc Tel: +44 (0) 20 7583
8304
Glen Lau (Chief Executive Officer)
Zafar Karim (Interim Chairman and Executive
Director)
Arden Partners Plc (Nominated Adviser Tel: +44 (0) 20 7614
and Broker) 5900
Ciaran Walsh
Ruari McGirr
Alex Penney
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular dated 28 November
2018, which will be available shortly from the Company's website:
www.amedeoresources.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1, 2)
Notice provided to the London Stock Exchange 28 November 2018
to notify it of the proposed Cancellation
Publication and posting of the Circular 28 November 2018
and Form of Proxy to Shareholders
Latest time and date for receipt of completed 2 p.m. on 13 December
Forms of Proxy in respect of the General 2018
Meeting
Time and date of the General Meeting 2 p.m. on 17 December
2018
Expected last day of dealings in Ordinary 28 December 2018
Shares on AIM
Expected time and date of Cancellation(3) 7.00 a.m. on 31
December 2018
Sub-division effective from ("Record Date"), 6.00 p.m. on 31
conditional on Cancellation December 2018
1. All of the times referred to in the Circular refer to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
3. The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the General
Meeting.
Introduction
The Directors have concluded that it is in the best interests of
the Company and its Shareholders to cancel the admission of the
Ordinary Shares to trading on AIM. In accordance with Rule 41 of
the AIM Rules, the Company has notified the London Stock Exchange
of the date of the proposed Cancellation.
The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by
proxy) at the General Meeting, notice of which is set out in Part
II of the Circular.
The Company is seeking Shareholders' approval of the
Cancellation Resolution, at the General Meeting, which has been
convened for 2 p.m. on 17 December 2018 at the offices of Druces
LLP, Salisbury House, London Wall, London EC2M 5PS. If the
Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00
a.m. on 31 December 2018.
The purpose of the Circular is to seek Shareholders' approval
for the Resolutions, to provide information on the background and
reasons for Cancellation and Sub-division, and to explain the
consequences of the Cancellation and Sub-division and why the
Directors unanimously consider the Cancellation and Sub-division to
be in the best interests of the Company and its Shareholders as a
whole.
The Notice of the General Meeting is set out in Part II of the
Circular.
Background and reasons for Cancellation and Sub-division
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors, amongst others:
-- the Directors believe that the performance of the Company's
share price has been disappointing for a considerable period of
time. As at the date of the Company's interim statement, 30 June
2018, the net assets of the Company were approximately US$18.8
million; as at 31 December 2017 the net assets of the Company were
approximately US$19.0 million; but from 1 January 2017 to close of
business on 23 November 2018, the market capitalisation of the
Company has been below GBP9 million (approximately US$11.5 million
at the Exchange Rate) and an average of only approximately GBP4.6
million (approximately US$5.9 at the Exchange Rate). The market
capitalisation of the Company on close of business on 23 November
2018 was approximately GBP2.9 million (approximately US$3.8 million
at the Exchange Rate);
-- the Major Shareholder holds, in total, approximately 61.1 per
cent. of the Company's current issued share capital, resulting in
limited liquidity in the Ordinary Shares with the consequence that
the AIM listing of the Ordinary Shares does not, in itself, offer
investors the opportunity to trade in meaningful volumes or with
frequency within an active market; and
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company. It is estimated
that Cancellation will reduce the Company's recurring
administrative costs by at least GBP100,000 per annum, and these
sums can be better spent growing the business.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
Amedeo is unable to issue shares for less than the nominal value
of its Existing Ordinary Shares. As Amedeo's share price has
recently been trading below the nominal value, Amedeo may not be
able to raise funds as opportunities present themselves without the
Sub-division.
Accordingly, the objective of the Sub-division is to reduce the
nominal value per ordinary share in the capital of Amedeo.
Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the General
Meeting, it is proposed that the last day of trading in Ordinary
Shares on AIM will be 28 December 2018 and that the Cancellation
will take effect at 7.00 a.m. on 31 December 2018.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares and no other recognised
market or trading facility is intended to be put in place to
facilitate the trading of the Ordinary Shares;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of price
sensitive information or certain events and the requirement that
the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions,
reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain acquisitions
and disposals;
-- the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
-- Arden will cease to be nominated adviser and broker to the Company;
-- whilst the Company's CREST facility will remain in place post
the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST. In
this instance, Shareholders who hold Ordinary Shares in CREST will
receive share certificates; and
-- the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with and subject to
the Companies Act 2006 (the "Law"), notwithstanding the
Cancellation. Shareholders should also note that the Takeover Code
will continue to apply to the Company following the Cancellation
for the period of at least 10 years from the date of Cancellation
(although it should also be noted that, as the Major Shareholder
owns in excess of 50 per cent. of the existing Ordinary Shares, it
is free to acquire further Ordinary Shares without incurring any
obligation under Rule 9 of the Takeover Code).
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
-- continue to hold annual general meetings; and
-- continue, for at least 12 months following the Cancellation, to maintain its website, https://www.amedeoresources.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as required by the AIM Rules.
In addition, the Company confirms that there is currently no
intention to change the existing Directors following the
Cancellation.
Effect of the Sub-division
Conditional on passing Resolution 1 to be proposed at the
General Meeting the New Ordinary Shares created as a result of the
Sub-division will have the same rights as the Existing Ordinary
Shares, including voting, dividend and other rights. The
Sub-division is conditional on the Cancellation.
The issued share capital of the Company immediately following
the Sub-division is expected to comprise 32,653,843 New Ordinary
Shares of 1 pence each in nominal value, and 370,728,975 Deferred
Shares of 0.9 pence each.
No new share certificates will be issued in respect of the New
Ordinary Shares and existing share certificates for the Ordinary
Shares will remain valid. No share certificates will be issued in
respect of the Deferred Shares.
Transaction in the Ordinary Shares prior to and post the
proposed Cancellation
Prior to Cancellation
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to Cancellation.
Dealing and settlement arrangements
The Directors are aware that Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the
Cancellation. Accordingly, the Board intends to put in place an
internal process that will allow Shareholders or persons wishing to
acquire or sell Ordinary Shares to leave an indication that they
are prepared to buy or sell at an agreed price. The Company will
then use its reasonable endeavours to contact those parties that
are willing to buy and sell in order that they may discuss
effecting the bargain.
Once such a procedure has been put in place details will be made
available to Shareholders on the Company's website
(www.amedeoresources.com). It is expected that this will take place
shortly after the Cancellation.
Transfers of interests in Ordinary Shares in certificated form
should be sent to the Company Secretary, Temple Company Secretarial
Limited, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT.
Existing share certificates will remain valid post Cancellation and
Sub-division.
If Shareholders wish to buy or sell Ordinary Shares on AIM they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 28 December 2018 and that the effective date of the
Cancellation will be 31 December 2018.
Current Trading, Strategy and Prospects
Since the interim results for the six months ended 30 June 2018
and published on 25 September 2018, Jiangsu Yangzijiang Offshore
Engineering Co. Ltd ("YZJ Offshore") continued to market its first
completed rig, a Le Tourneau Super 116E Class design self-elevating
mobile offshore jack up drilling rig and continued to seek new
orders. The market, however, remains soft with the rig still
available for sale and no new orders obtained. The oil price
recently reached a peak of above US$80 but has since declined to
below US$60 which has negatively impacted the rig market. YZJ
Offshore, however, continues to execute work related to LNG
tankers. It has also reduced its workforce to keep down costs. MGR
Resources Pte continues to be active in the iron ore market and the
Company continues to hold its 2.5% stake in Ganjine Kani Company.
However, in light of the current political and regulatory
situation, the investment is under review. Post Cancellation, the
Company intends to continue to follow its current investing
policy.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of
General Meeting set out in Part II of the Circular contains a
special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 31 December 2018. Accordingly, if the Cancellation
Resolution is passed the Cancellation will become effective at 7.00
a.m. on 31 December 2018. If the Cancellation becomes effective,
Arden will cease to be nominated adviser of the Company and the
Company will no longer be required to comply with the AIM
Rules.
General Meeting
The General Meeting will be held at the offices of Druces LLP,
Salisbury House, London Wall, London EC2M 5PS commencing at 2 p.m.
on 17 December 2018.
Action to be taken
You will find enclosed with the Circular a Form of Proxy for use
at the General Meeting. Whether or not you propose to attend the
General Meeting in person, you are requested to complete and return
the Form of Proxy to the Company Secretary, Temple Company
Secretarial Limited, 201 Temple Chambers, 3-7 Temple Avenue, London
EC4Y 0DT, in accordance with the instructions printed thereon as
soon as possible but, in any event, to be received no later than 2
p.m. on 13 December 2018. Completion and return of a Form of Proxy
will not preclude you from attending and voting at the General
Meeting in person if you so wish.
Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and
therefore unanimously recommend that you vote in favour of the
Resolutions at the General Meeting.
DEFINITIONS
The following definitions apply throughout this announcement and
the Circular, unless the context requires otherwise:
"AIM" AIM, the market operated by the London Stock
Exchange;
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by the
London Stock Exchange, as amended from time
to time;
Arden Arden Partners Plc;
"Articles" the articles of association of the Company
as amended from time to time;
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which banks
are generally open for business in London
for the transaction of normal banking business;
"Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM in accordance with
Rule 41 of the AIM Rules, subject to passing
of the Cancellation Resolution;
"Cancellation Resolution" Resolution number 2 to be proposed at the
General Meeting;
"Company" or "Amedeo" Amedeo Resources Plc, a company incorporated
in England and Wales with registered number
05216336;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755), as amended;
"Deferred Shares" deferred ordinary shares of 0.9p each in
the capital of the Company, and "Deferred
Share" means any one of them;
"Directors" or the directors of the Company, whose names
"Board" are set out on page 5 of the Circular. The
Board comprises the directors at any time
or the directors present at a duly convened
meeting at which a quorum is present or,
as the case may be, the directors assembled
as a committee of such Board;
"Disclosure Guidance the disclosure rules and transparency rules
and Transparency made by the UK Financial Conduct Authority
Rules" pursuant to section 73A of FSMA;
"Exchange Rate" an exchange rate of GBP: US$1.28165, taken
from www.xe.com as at 00.00 on 24 November
2018;
"Existing Ordinary ordinary shares of 10p each in the capital
Shares" of the Company, and "Existing Ordinary Share"
means any one of them;
"Form of Proxy" the form of proxy enclosed with the Circular
for use at the General Meeting or at any
adjournment thereof;
"FSMA" the Financial Services and Markets Act 2000
as amended;
"General Meeting" the General Meeting of the Company convened
for 2 p.m. on 17 December 2018 and any adjournment
thereof, notice of which is set out at the
end of the Circular;
"London Stock Exchange" London Stock Exchange Plc;
"Major Shareholder" Qatar Investment Corporation, a company incorporated
in the Federation Territory of Labuan, Malaysia
with registered number LL08493;
"New Ordinary Shares" ordinary shares of 1p each in the capital
of the Company, and "New Ordinary Share"
means any one of them;
"Notice of General the notice of General Meeting which is set
Meeting" or "Notice" out in Part II of the Circular;
"Ordinary Shares" the Existing Ordinary Shares or New Ordinary
Shares as the content requires;
"Registrars" Link Asset Services, a trading name of Link
Market Services Limited;
"Regulatory Information has the meaning given to it in the AIM Rules
Service" for any of the services approved by the London
Stock Exchange for the distribution of AIM
announcements and included within the list
maintained on the website of the London Stock
Exchange;
"Resolutions" the resolutions to be proposed at the General
Meeting in the form set out in the Notice
of General Meeting;
"Shareholders" holders of Ordinary Shares from time to time
and "Shareholder" means any one of them;
"Sub-division" the proposed sub-division of the Company's
Existing Ordinary Shares pursuant to which
every Existing Ordinary Share will be sub-divided
into 1 New Ordinary Share and 10 Deferred
Shares pursuant to Resolution 1 as set out
in the Notice of General Meeting;
"Takeover Code" the City Code on Takeovers and Mergers; and
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland.
A reference to "GBP" is to pounds sterling, being the lawful
currency of the UK.
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
CIRPGGRPGUPRGMM
(END) Dow Jones Newswires
November 28, 2018 02:01 ET (07:01 GMT)
Amedeo Res (LSE:AMED)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Amedeo Res (LSE:AMED)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024