Ferrexpo PLC Circular and Notice of General Meeting (9675K)
10 5월 2022 - 8:08PM
UK Regulatory
TIDMFXPO
RNS Number : 9675K
Ferrexpo PLC
10 May 2022
10 May 2022
Ferrexpo plc
("Ferrexpo" or the "Company" or the "Group")
Circular and Notice of General Meeting to approve proposed
related party transactions
Ferrexpo plc (LSE: FXPO), the world's third largest exporter of
high grade iron ore pellets to the global steel industry, with
operations in central Ukraine, announces that that it has today
published a Circular and Notice of General Meeting to approve
proposed related party transactions. The General Meeting will be
held at 11.15 a.m. on 15 June 2022 (or as soon thereafter as the
Annual General Meeting of the Company convened for 11.00 a.m. on
that day has been concluded or adjourned).
In accordance with Listing Rule 9.6.1R, a copy of the Circular
and Notice of General Meeting has been uploaded to the National
Storage Mechanism and will shortly be available in unedited full
text at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Circular and Notice of General Meeting will be available to
view on the Group's website at www.ferrexpo.com .
As noted in the Company's full year results announcement
published on 22 April 2022, during the financial year 2021, the
Board of Ferrexpo ("Board") became aware of a technical issue in
respect of the interim dividend of 39.6 US cents per Ordinary Share
paid on 26 August 2021. When this was identified, the Board decided
to perform a thorough review of historic dividend payments and as a
result identified a technical issue in respect of all or a portion
of certain dividends paid in 2010 and 2011 (together with the 2021
interim dividend, the "Relevant Distributions"). The total value of
the Relevant Distributions made otherwise than in accordance with
the Companies Act 2006 (the "Act") is up to US$288,966,000.
The Act provides that a public company may pay a dividend out of
its distributable profits as shown in the last accounts circulated
to members or, if interim accounts are used, those that have been
filed at Companies House. The requirement for the relevant accounts
to have been filed applies even if the company in question has
sufficient distributable profits at the relevant time. In addition
to having sufficient distributable profits, the Act provides that a
public limited company may only pay a dividend: (i) if at the time
the dividend is paid the amount of its net assets is not less than
the aggregate of its called-up share capital and undistributable
reserves; and (ii) if, and to the extent that, the dividend does
not reduce the amount of those net assets to less than the
aggregate amount of its called-up share capital and undistributable
reserves.
Unfortunately, the Company did not satisfy the procedural
requirements of the Act before making the Relevant Distributions.
Therefore, regrettably, the Relevant Distributions were made
otherwise than in accordance with the Act.
The Company has been advised that, as a consequence of the
Relevant Distributions having been made otherwise than in
accordance with the Act, it may have claims against past and
present shareholders who were recipients of the Relevant
Distributions and against persons who were directors of the Company
at the time of payment of the Relevant Distributions. It is
therefore proposed that the Company enter into deeds of release
such that the Company will be unable to make any claims
against:
(a) past and present shareholders of the Company who were
recipients of the Relevant Distributions; and
(b) the directors of the Company and the former directors of the
Company in office at the time of any Relevant Distribution,
in each case in respect of the payment of the Relevant
Distributions otherwise than in accordance with the Act.
The Company has today published a Circular and Notice of General
Meeting convening a General Meeting at which a resolution will be
proposed which will, if passed, give the Board authority to enter
into a directors' deed of release (the "Directors' Deed of
Release") and a shareholders' deed of release (the "Shareholders'
Deed of Release") and put all potentially affected parties so far
as possible in the position in which they were always intended to
be had the Relevant Distributions been made in accordance with the
procedural requirements of the Act (the "Resolution"). The
Company's entry into the Directors' Deed of Release and the
Shareholders' Deed of Release will not result in any decrease in
the Company's net assets or the level of its distributable
reserves.
The entry by the Company into both the Directors' Deed of
Release and the Shareholders' Deed of Release (in relation to
Fevamotinico S.a.r.l., a wholly owned subsidiary of The Minco Trust
of which Kostyantin Zhevago is a beneficiary) constitute related
party transactions (as defined in the Listing Rules published by
the Financial Conduct Authority). Therefore, the Resolution will
also seek the specific approval for the entry into the Directors'
Deed of Release and Shareholders' Deed of Release as related party
transactions, in accordance with the requirements of the Listing
Rules.
The approach that the Company is proposing by way of the
Resolution is consistent with the approach taken by other UK
incorporated companies whose shares are admitted to the FCA's
Official List and to trading on the Main Market of the London Stock
Exchange where similar issues have arisen in relation to corporate
distributions made otherwise than in accordance with the Act.
For further information, please contact:
Ferrexpo:
Rob Simmons r.simmons@ferrexpo.ch +44 207 389 8305
Tavistock:
Jos Simson +44 207 920 3150
Gareth Tredway ferrexpo@tavistock.co.uk +44 7785 974 264
About Ferrexpo:
Ferrexpo is a Swiss headquartered iron ore company with assets
in Ukraine and a premium listing on the London Stock Exchange in
the FTSE 250 index (ticker FXPO). The Group produces high grade
iron ore pellets, which are a premium product for the global steel
industry and enable reduced carbon emissions and increased
productivity for steelmakers when the Group's iron ore pellets are
converted into steel, compared to more commonly traded forms of
iron ore. Ferrexpo's operations have been supplying the global
steel industry for over 50 years, and in 2021 the Group produced
11.2 million tonnes of iron ore pellets, placing Ferrexpo as the
world's 3(rd) largest exporter of pellets to the global steel
industry with a market share of approximately 9%. The Group has a
global customer base comprising of premium steel mills around the
world, which includes steel mills in Austria, Germany, Japan, South
Korea, Taiwan, China, Slovakia, the Czech Republic, Turkey, Vietnam
and America. For further information, please visit www.ferrexpo.com
.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGAMMBTMTMBBRT
(END) Dow Jones Newswires
May 10, 2022 07:08 ET (11:08 GMT)
Ferrexpo (LSE:FXPO)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Ferrexpo (LSE:FXPO)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024