Notice of General Meeting and Cancellation of Trading on AIM
30 12월 2008 - 10:39PM
UK Regulatory
Notice of General Meeting and Cancellation of Trading on AIM
FOR IMMEDIATE RELEASE
30 December
2008
NEPTUNE MINERALS PLC
Notice of Annual General Meeting
Neptune Minerals plc ("the Company") announces that the Company's
Annual General Meeting ("AGM") will be held on 30 January 2009,
commencing at 11am at the offices of Memery Crystal LLP, 44
Southampton Buildings, London WC2A 1AP.
The Notice of AGM is being posted to shareholders along with a letter
from the Chairman. Extracts are set out below and copies are
available at the Company's website at: www.neptuneminerals.com
Cancellation of Trading on AIM
One of the Resolutions to be put to Neptune Minerals shareholders
("Shareholder") at the AGM is to request their approval for the
cancellation of the admission of the Company's ordinary fully paid
shares ("Shares") to trading on the AIM market of the London Stock
Exchange plc ("AIM") (the "Cancellation").
After due consideration, the Board has concluded that there is little
prospect, in the current poor investment climate, of raising working
capital through AIM and, furthermore, that the ongoing costs and
administrative requirements of maintaining an AIM listing outweigh
the benefits gained from retaining it.
The Board concluded that it is in the best interests of the Company
and of all the Shareholders to cancel the Company's listing on AIM
and secure additional funding from private equity investors.
If Shareholders wish to sell their Shares on AIM they must do so
prior to the cancellation becoming effective. Following cancellation,
the Company's Shareholders will have to effect any further
transactions in the Company's Shares off market at a price to be
agreed between the relevant parties.
If Shareholders approve the Cancellation at the AGM, the effective
date for the proposed Cancellation is 7.00am UK time on 9 February
2009.
For further information please contact:
Simon McDonald (Neptune MD and CEO): T: +61 (0) 2 9957 5244
By email to the Company info@nepmins.com
Fiona Owen (Grant Thornton UK LLP, Nomad): T: +44 (0) 20 7383 5100
Rozanne Ichikowitz (Grant Thornton, Sydney): T: +61 (0) 2 8297 2522
Daniel Fox-Davies (Fox Davies Capital T: +44 (0) 20 7936 5230
Limited, Broker):
Nadja Vetter/Sofia Rehman/Matthew Law (Cardew T: +44 (0) 20 7930 0777
Group, PR): T: +44 (0) 7941 340 436
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Neptune
Minerals Plc ("the Company") will be held on 30 January 2009 at 11.00
am at the offices of Memery Crystal LLP, 44 Southampton Buildings,
London, WC2A 1AP for the purpose of considering and, if thought fit,
passing the following resolutions:
As ordinary business:
1. That the financial statements of the Company for the period ended
30 June 2008 together with the Reports of the Directors and Auditors
be received and adopted.
2. That Mazars LLP of 3 Sheldon Square, London be re-appointed as
auditors of the Company to hold office until the conclusion of the
next Annual General Meeting and that their remuneration be fixed by
the Directors.
3. To re-elect John Feenan, who retires by rotation in accordance
with the Company's Articles of Association, as a Director of the
Company.
4. To elect Richard Gorton, who was appointed as a Director since the
last Annual General Meeting, as a Director of the Company.
As special business:
Ordinary resolution
5. That the Directors be and they are hereby generally and
unconditionally authorized in accordance with the Companies Act 1985
(the "Act") to exercise all powers of the Company to allot relevant
securities within the meaning of Section 80 of the Act up to the
aggregate nominal amount of the authorised but unissued share capital
of the Company immediately following the passing of this resolution,
provided that the authority hereby conferred shall operate in
substitution for and to the exclusion of any previous authority given
to the Directors pursuant to Section 80 of the Act and shall expire
on the date 15 months after the passing of this resolution or, if
earlier, at the conclusion of the next Annual General Meeting of the
Company, unless such authority is renewed, varied, or revoked by the
Company in general meeting, save that the Company may at any time
before such expiry make an offer or agreement which might require
relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer or
agreement as if the authority hereby conferred had not expired.
Special Resolutions
6. That the Directors be and they are hereby empowered pursuant to
Section 95 of the Act to allot equity securities (as defined in
Section 94 of the Act) for cash as if Section 89(1) of the Act did
not apply to any such allotment pursuant to the general authority
conferred on them by resolution 5 above (as varied from time to time
by the Company in general meeting) provided that such power shall be
limited to:
(a) the allotment of equity securities in connection with a rights
issue or any other pre-emptive offer in favour of holders of equity
securities where the equity securities respectively attributable to
the interests of all such holders are proportionate (as nearly as may
be) to the respective amounts of equity securities held by them
subject only to such exclusions or other arrangements as the
directors may consider appropriate to deal with fractional
entitlements or legal or practical difficulties under the laws of or
the requirements of any recognised stock exchange or regulatory body
in any territory or otherwise;
(b) the allotment of options, conditional awards and performance
shares of 0.5 pence each in the capital of the Company to the
management and employees, Directors and consultants of the Company
pursuant to the Company's Executive Incentive Plan and the subsequent
allotment on conversion or, as appropriate, exercise of such
performance shares, conditional awards or options into ordinary
shares representing up to an aggregate 20 per cent of all of the
issued ordinary share capital after conversion or (as appropriate)
exercise of all options, conditional awards and performance shares
issued under the Executive Incentive Plan; and
(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and
(b) above) of equity securities up to an aggregate nominal amount of
�66,500 representing approximately 20 per cent of the issued ordinary
share capital of the Company
and the power hereby conferred shall operate in substitution for and
to the exclusion of any previous power given to the Directors
pursuant to Section 95 of the Act and shall expire on the date 15
months after the passing of this resolution or, if earlier, at the
conclusion of the next Annual General Meeting of the Company, unless
such power is renewed or extended prior to or at such meeting except
that the Company may before the expiry of any power contained in this
resolution make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired.
7. That the Articles of Association produced to the meeting and
initialed by the Chairman of the meeting for the purpose of
identification be adopted as the Articles of Association of the
Company in substitution for, and to the exclusion of, the Articles of
Association.
8. To consider and, if thought fit, pass the following resolution:
In accordance with Listing Rule 41 of the AIM Market the admission of
the Company's Ordinary Shares on the AIM Market of the London Stock
Exchange be cancelled.
By Order of the Board
Simon McDonald
Chief Executive Officer and Executive Director
30 December 2008
Chairman's Letter to Shareholders
Dear Shareholder,
Neptune Minerals Plc - Annual General Meeting
I enclose a notice to convene the third Annual General Meeting of
Neptune Minerals Plc ("Neptune") to be held at the offices of Memery
Crystal LLP, 44 Southampton Buildings, London WC2A 1AP at 11.00am on
30th January, 2009. A map showing the location of the AGM is also
enclosed, together with your proxy form.
I set out below some background on Resolutions 3 to 8.
Resolution 3
Neptune's Articles of Association require one-third of the Board to
retire by rotation at each Annual General Meeting. The retiring
Director may offer himself up for re-election. John Feenan is
therefore retiring by rotation in accordance with the Articles and
standing for re-election.
Resolution 4
Richard Gorton was appointed by the Board on 5 May 2008 as a Non
Executive Director of the Company to fill the casual vacancy as a
result of Mr. Vanderspuy's resignation. Mr. Gorton is therefore
standing for election by shareholders as a Director of the Company.
Resolutions 5 and 6
Resolution 5 authorise the Board of Neptune to issue equity
securities up to the unissued authorised share capital of the
Company. Resolution 6 authorises directors to allot for cash:
* Securities pre-emptively to existing holders of securities;
* Performance shares, conditional awards and options to the
employees and management of Neptune; and
* Securities up to the equivalent of 20% of Neptune's existing
issued ordinary share capital.
This gives the Board of Neptune some flexibility to issue a limited
number of further equity securities for example, the issue of
ordinary shares pursuant to a strategic placing, as well as ordinary
shares or options to consultants or third parties.
Resolution 7
Resolution 7 proposes the adoption of New Articles of Association,
substantially in the form of the Company's previous Articles of
Association, but updated to reflect changes in the law since the
current Articles of Association were adopted. The changes are
summarised below:-
A. Articles which duplicate statutory provisions
Provisions in the current articles which replicate provisions
contained in the Companies Act 2006 are in the main amended to bring
them into line with the Companies Act 2006. Certain examples of such
provisions include provisions as to the form of resolutions, the
variation of class rights, the requirement to keep accounting records
and provisions regarding the period of notice required to convene
general meetings. The main changes made to reflect this approach are
detailed below.
B. Form of resolution
The current articles contain a provision that, where for any purpose
an ordinary resolution is required, a special or extraordinary
resolution is also effective and that, where an extraordinary
resolution is required, a special resolution is also effective. This
provision is being amended as the concept of extraordinary
resolutions has not been retained under the Companies Act 2006.
C. Convening general and annual general meetings
The provisions in the current articles dealing with the convening of
general meetings and the length of notice required to convene general
meetings are being amended to conform to new provisions in the
Companies Act 2006. In particular a general meeting to consider a
special resolution can be convened on 14 days' notice whereas
previously 21 days' notice was required.
D. Votes of members
Under the Companies Act 2006 proxies are entitled to vote on a show
of hands whereas under the current articles proxies are only entitled
to vote on a poll. The time limits for the appointment or termination
of a proxy appointment have been altered by the Companies Act 2006 so
that the articles cannot provide that they should be received more
than 48 hours before the meeting or in the case of a poll taken more
than 48 hours after the meeting, more than 24 hours before the time
for the taking of a poll, with weekends and bank holidays being
permitted to be excluded for this purpose. Multiple proxies may be
appointed provided that each proxy is appointed to exercise the
rights attached to a different share held by the shareholder.
Multiple corporate representatives may be appointed (but if they
purport to exercise their rights in different ways, then the power is
treated as not being exercised). The new articles reflect all of
these new provisions.
E. Age of directors on appointment
The current articles contain a provision requiring a director to
stand for re-election if he has attained the age of 70 years or more.
Such provision could now fall foul of the Employment Equality (Age)
Regulations 2006 and so has been removed from the new articles.
F. Conflicts of interest (new article 111)
The Companies Act 2006 sets out directors' general duties which
largely codify the existing law but with some changes. Under the
Companies Act, from 1 October 2008 a director must avoid a situation
where he has, or can have, a direct or indirect interest that
conflicts, or possibly may conflict with the company's interests. The
requirement is very broad and could apply, for example, if a director
becomes a director of another company or a trustee of another
organisation. The Companies Act 2006 allows directors of public
companies to authorise conflicts and potential conflicts, where
appropriate, where the Articles of Association contain a provision to
this effect. The Companies Act 2006 also allows the Articles of
Association to contain other provisions for dealing with directors'
conflicts of interest to avoid a breach of duty. The new articles
give the directors authority to approve such situations.
There are safeguards which will apply when directors decide whether
to authorise a conflict or potential conflict. First, only directors
who have no interest in the matter being considered will be able to
take the relevant decision, and secondly, in taking the decision the
directors must act in a way they consider, in good faith, will be
most likely to promote the company's success.
It is also proposed that the Articles of Association be amended to
contain provisions relating to confidential information, attendance
at board meetings and availability of board papers to protect a
director being in breach of duty if a conflict of interest or
potential conflict of interest arises. These provisions will only
apply where the position giving rise to the potential conflict has
previously been authorised by the directors. It is the Board's
intention to report annually on the Company's procedures for ensuring
that the Board's powers to authorise conflicts are operated
effectively.
G. Provision for Employees on Cessation of Business
The 2006 Act provides that the powers of the directors to make
provision for a person employed or formerly employed by a company in
connection with the cessation or transfer to any person of the whole
or part of the undertaking of the company, may be exercised by the
directors or by the company in general meeting. However, if the power
is to be exercised by the directors, the Articles of Association must
include a provision to this effect. It is proposed to amend the
Articles to give effect to this.
H. Records to be kept
The provision in the current articles requiring the Board to keep
accounting records has been removed as this requirement is contained
in the Companies Act 2006.
I. Directors' indemnities
The Companies Act 2006 has in some areas widened the scope of the
powers of a company to indemnify directors and to fund expenditure
incurred in connection with certain actions against directors.
Resolution 8
The Company is today announcing that it seeks shareholder approval to
cancel the admission of the Company's Ordinary Shares to trading on
AIM (the "Cancellation").
This letter sets out the background to - and reasons for the proposed
Cancellation; why your Board believes it to be in the best interests
of all Shareholders; and includes a recommendation from the
Directors.
The Ordinary Shares were admitted to trading via an introduction on
AIM in October 2005. The Company sought admission for its shares in
order to access capital markets for proposed exploration work on its
granted licences. Since Admission, there has been very little
liquidity in the Company's shares. Additionally, attempts to access
further UK-based institutional investors for a secondary capital
raising to fund ongoing working capital and exploration work have
been unsuccessful.
As a result, the Board has undertaken a review of its need to raise
additional funding and the associated costs and benefits to the
Company and its shareholders of continuing to be traded on AIM. The
chief factors considered were that:
a) The costs and regulatory requirements associated with maintaining
admission to AIM are significant in relation to the Company's
existing limited financial resources. Currently the existing annual
costs associated with the listing, including regulatory costs, the
retention of a UK based non-executive director, public relations and
other associated costs, are approximately GBP150,000;
b) The nature of the Company as a junior mining explorer has lead to
a limited amount of liquidity in the Company's Ordinary Shares;
c) Accessing secondary capital through conventional investor groups
has proved difficult on AIM; and
d) The Company has been in positive funding discussions with a number
of parties. Further to these discussions, the Board has concluded
that maintaining an AIM listing currently offers no material value to
the Company and has not made it any easier to obtain funding. The
Board believes that the depressed share price renders a realistic
valuation of joint venture or investment participation more
difficult.
After due consideration, the Board has concluded that there is little
prospect, in the current poor investment climate, of raising working
capital through AIM and, furthermore, that the ongoing costs and
administrative requirements of maintaining an AIM listing
substantially outweigh the benefits gained from retaining it.
The Board concluded that it is in the best interests of the Company
and its Shareholders to cancel the listing on AIM and secure
additional funding from private equity investors.
Under the AIM Rules for Companies, the Cancellation can only be
effected by the Company after securing shareholder approval of a
resolution by Shareholders in a general meeting, and the expiration
of a period of at least twenty business days from the date on which
notice of the Cancellation is given.
Shareholders should note that cancellation is likely to reduce
significantly the liquidity and marketability of the Company's
Ordinary Shares. Once Cancellation has taken effect, the Company's
Shareholders will no longer be able to effect transactions in the
Company's Ordinary Shares on market at the market price.
Shareholders should note that the Company is currently not subject to
the provisions of the Takeover Code, as its place of central
management is not currently in the United Kingdom. If the Company's
place of central management were to move to the United Kingdom, then
the Takeover Code would then apply to the Company for a period of at
least ten years after de-listing. Shareholders should also note that
the Company's Articles of Association provide that, if a person
acquires shares in the Company in circumstances in which he would be
obliged to make or extend an offer to Shareholders or holders of
other securities in the Company under the Takeover Code if the
Company was subject to the Code, the directors of the Company may
serve notice upon such person requiring him (and or persons acting in
concert which him) to make or extend an offer in writing in
accordance with the requirements of the Code as if the Code did apply
to the Company. These provisions will continue after de-listing.
If Shareholders wish to sell their Common Shares on AIM they must do
so prior to the cancellation becoming effective. Following
Cancellation, the Company's Shareholders will have to effect any
further transactions in the Company's Ordinary Shares off market at a
price to be agreed between the relevant parties. Once the transaction
is agreed, the relevant parties should contact the Company's Transfer
Agent, Share Registrars - whose contact details can be found on the
their website (www.shareregistrars.com).
If Shareholders approve the Cancellation at the AGM, the Cancellation
will take effect on 9 February 2009 at 7.00am UK time.
The Annual Report for the period ended 30 June 2008 is enclosed.
I look forward to seeing you at the Annual General Meeting on the
30th January 2009.
John Goodwin
Chairman
---END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
Neptune Minerals (LSE:NPM)
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