Notice of Extraordinary General Meeting

RNS Number : 5322M

Great Western Mining Corp. plc

22 January 2021

 

GREAT WESTERN MINING CORPORATION PLC

("Great Western", "GWM" or the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

Great Western Mining Corporation  PLC ("Great Western" or the "Company"), announces that an Extraordinary General Meeting ("EGM") of the Company will be held at Haresmead House, Foulkesmill, Wexford, Ireland, on 17 February at 11 a.m. (the "EGM").

The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares (the "Resolutions"). Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on Euronext Growth Dublin and the AIM market of the London Stock Exchange and remain eligible for continued admission to trading on those exchanges.

Background to the EGM

As a consequence of Brexit, the settlement system relating to trading in the Company's shares is required to change in accordance with the Migration of Participating Securities Act 2019 ("Migration Act").  The settlement system will move from CREST in London to Euroclear Bank in Belgium ("Migration"). Migration is expected to occur on 15 March 2021.  Provided that the resolutions proposed for the EGM are passed, the Company's shares will continue to trade on AIM in London without interruption.

The Board is not aware of any practical alternative to Migration and failure to migrate would remove the Company's access to electronic trade settlement. This would seriously risk the Company's ability to retain admission of its shares to trading on AIM and, importantly, a market for its ordinary shares. 

In accordance with the Migration Act, and unlike the requirements of the Companies Act 2014, the quorum for this meeting is at least three persons attending who hold shares in the Company and voting participation by proxy or in person of at least one-third of the issued capital. Therefore, the Board strongly urges that all shareholders support the resolutions proposed for the EGM by voting in favour of all the resolutions being proposed at the EGM. In particular, if your shares are held on your behalf in a nominee account of a stockbroking or online investment firm, the Board strongly urges you to contact that firm immediately and notify them that you wish to vote in favour of the Resolutions, requesting them to submit a Proxy Form appointing the chairman of the EGM to vote on your behalf.  Failure to migrate could fatally damage the Company's ability to retain its important stock exchange listing and, importantly, a market for its Shares.

The circular which includes the notice of the EGM (the "Circular") and a Form of Proxy will be posted to shareholders today. The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website, http://www.greatwesternmining.com/investor-relations, and will be available for inspection during normal business hours on any business day from the date of this letter until the EGM at the registered office of the Company. The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

Public Health Guidelines and the EGM

The well-being of Shareholders and the Company's personnel is a primary concern for the Board. The Board is closely monitoring the COVID-19 situation and will take all recommendations and applicable law into account in the conduct of the EGM. There will likely be very limited ability to attend the EGM in person and the Board therefore strongly encourages Shareholders to submit their Form of Proxy to ensure they can vote and be represented at the EGM. By submitting a Form of Proxy appointing the chairman of the EGM shareholders  can ensure that their votes on the Resolutions are cast in accordance with their wishes without attending in person.

Proxy forms can be submitted in advance of the EGM by availing of one of the options set out in the notice of the EGM:

1.  by post to the Registrars of the Company, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, so as to be received in any case no later than 48 hours before the time appointed for the EGM;

2.  electronically by accessing www.eproxyappointment.com; or

3.  via the CREST System, where shares are held in CREST, transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear  specifications as set out in the CREST Manual and received by the Registrar under CREST Participant ID 3RA50.

To facilitate shareholder communication, the EGM will be broadcast by conference call. It is intended that the conference call will commence at 11 a.m. on 17 February 2021. Shareholders can access the call using the numbers below and the participation code 9286177:

· Ireland: [phone]

· UK / International: [phone]

If registered shareholders are unable to attend the meeting and have questions they would like posed at the EGM, they can be submitted by email to: [e-mail]] by 9.00 a.m. on 16 February 2021 and may be assured that all questions will receive a response prior to the meeting.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via a Regulatory Information Service and will be available on http://www.greatwesternmining.com/.

In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

The defined terms set out in Part 9 of the Circular have the same meaning herein.

For further information:

Great Western Mining Corporation PLC
Brian Hall, Chairman	[phone]
Max Williams, Finance Director	[phone]
Davy (NOMAD, Euronext Growth Adviser & Joint Broker) John Frain	[phone]
Novum Securities (Joint Broker) Jon Belliss	[phone]
ETX Capital (Joint Broker)  Thomas Smith	[phone]
Walbrook PR (PR advisers) Nick Rome/Nicholas Johnson	[phone]

 

END

 

 

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