The meeting will be held at 12pm on 26 February 2021 at 2nd Floor, Regis House, 45 King William Street, London EC4R 9A, and will be held as a CLOSED MEETING.
In accordance with applicable regulations and public health guidelines in force in the UK in connection with COVID-19, the meeting will be held as a CLOSED MEETING with the minimum number of shareholders and directors present to form a quorum as per the Company’s Articles of Association.
Shareholders will not be admitted to the physical meeting and are therefore advised not to travel to the General Meeting.
Voting can only be by proxy, online or by nominee account voting (CREST).
As detailed further in the Circular to shareholders dated 8 February 2021, the following resolutions will be proposed as special resolutions:
- The share premium account of the Company be cancelled.
- The existing 554,949,474 deferred Shares in the Company be cancelled.
- The Company be authorised to make market purchases of its own ordinary shares up to a limit of 5% of the issued ordinary shares in the Company.
Certificated shareholders must vote on the resolutions in accordance with the instructions provided by Computershare through the completion of a form of proxy as soon as possible to ensure that their vote is appropriately counted.
Shareholders are requested to complete the form in accordance with the instructions printed on it and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible, but in any event, to arrive no later than 6pm on 24 February 2021. Votes can be lodged through the online site (https://www.eproxyappointment.com/Login) using your PIN and SRN number on the form of proxy.
Appointing the Chairman of the Meeting as proxy is the simplest way to expedite the voting process and will enable the Chairman of the Meeting to vote on your behalf, and in accordance with your instructions, at the General Meeting. The proxy appointment and instructions must be received by the Registrar not less than 48 hours (excluding non-working days) before the time for holding the meeting (or any adjourned meeting).
Can vote via their holdings in broking accounts, fund managers or nominee managers via proxy votes which can be submitted through CREST. This should be carried out ASAP as this process may take longer than usual due to current circumstances.
The Directors have been aware that the capital structure of the Company has evolved in a way which is inappropriate for the business going forward. Were matters to be left as they are currently, the Company would need to generate profits in excess of £9.6 million before it was able either to pay a dividend or return cash to Shareholders in other ways.
The Directors are therefore proposing to modify the Company’s share structure to enable investors to obtain returns on their shareholdings without having to wait until retained earnings of in excess of £9.6 million have been generated.
The effect of the proposed reduced capital structure is to generate distributable reserves of £7.48 million.
The Company intends to distribute a special dividend, when permitted to do so and on a basis to be announced in due course, following the completion of both the Ozaltin Transaction and the capital reduction process.
Any subsequent dividend policy will be announced as and when considered appropriate.
It is expected to be paid during 2021 on a basis to be announced in due course.
Dividend policy will be announced when the Ozaltin Transaction and the capital reorganisation have been completed.
The potential buy-back of the Company’s shares is primarily focussed on the occasional purchase of employee shares to assist them with what would have been an otherwise difficult process of realising their shares received via the Company’s incentive scheme. It is not intended for the wholesale purchase of the Company’s shares via market purchase or the purchase of director’s share options.
The share buy-back resolution is completely unrelated to any potential dividend distribution.
Shareholders are not being offered the prospect of opting into a share purchase scheme.
The completion of the Transaction is not related to the proposed resolution. These resolutions only affect current and future shareholders’ prospects of receiving a dividend.
Yes - 100%.