Result of General Meeting

RNS Number : 5426M

Coalfield Resources PLC

27 August 2013

 



THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

27 August 2013

Coalfield Resources Plc

("Coalfield Resources" or the "Company")

Result of General Meeting

Coalfield Resources Plc announces that a General Meeting was held earlier today, in relation to the proposed Rights Issue. The Resolutions which were set out in the Notice of General Meeting included in the Prospectus and circular to Shareholders dated 7 August 2013 were considered by the Shareholders, and the Independent Shareholders in the case of Resolution 3. Resolutions 1 and 2 were duly passed by Shareholders on a show of hands, and Resolution 3 was passed by Independent Shareholders by means of a poll vote . The final proxy voting position in respect of Resolutions 1 and 2 and the votes cast on the  poll in respect of Resolution 3 are as set out below:

	For	Against	Withheld
1. Ordinary resolution to authorise the directors to allot ordinary shares	144,881,903 (99.84%)	225,960 (0.16%)	38,762
2. Special resolution to enable the directors to allot ordinary shares for cash without first offering them to existing shareholders	142,314,845 (99.60%)	569,874 (0.40%)	2,261,906
3. Ordinary resolution to approve the Takeover Panel Rule 9 Waiver	57,509,565 (99.52%)	278,380 (0.48%)	121,169

Any proxy entitlement which gave discretion to the Chairman have been included in the 'For' total.

Note: An abstention is not a vote in law and is not counted in the calculation of percentage of votes "For" or "Against" the Resolution.

Copies of the Resolutions passed at the meeting will shortly be available via the National Storage Mechanism.

Attention is drawn to the expected timetable set out below:

Provisional Allotment Letters in respect of the Rights Issue are to be posted to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders)	27 August 2013
Admission and commencement of dealings in Nil Paid Rights and Fully Paid Rights on the London Stock Exchange	8:00 a.m. on 28 August 2013
Existing Ordinary Shares marked "ex" by the London Stock Exchange	8:00 a.m. on 28 August 2013
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11:00 a.m. on 11 September 2013
Admission and commencement of dealings in New Ordinary Shares, fully paid, on the London Stock Exchange	8:00 a.m. on 12 September 2013

 Notes on expected timetable of principal events:

a)     The Rights Issue is subject to certain restrictions relating to Qualifying Shareholders with registered addresses outside the UK, details of which are set out in Part III of the Prospectus.

b)    References to times in this document are to London time unless otherwise stated.

c)     The times and dates set out in the expected timetable are indicative only and may be adjusted by Coalfield Resources in consultation with the Underwriter in which event details of the new times and dates will be notified to the FCA, London Stock Exchange and, where appropriate, Qualifying Shareholders.

If you have any queries on the procedure for acceptance and payment, you should contact Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA on 0871 384 2833 or from outside the UK on [phone].  The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding bank holidays. Calls to the Shareholder Helpline number are charged at approximately 8 pence per minute (excluding VAT) plus network extras.

Calls to the Shareholder Helpline number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

Please note that Equiniti cannot provide financial advice on the Rights Issue or as to whether or not you should take up your rights under the Rights Issue.

Qualifying Shareholders are those on the Register at the close of business on 22 August 2013.

This announcement has been issued by, and is the sole responsibility of, Coalfield Resources Plc. Defined terms used in the Prospectus and circular to Shareholders dated 7 August 2013 apply to this announcement.

Enquiries

Coalfield Resources Plc

Jonson Cox, Chairman 01302 755 002

Jeremy Hague, Finance Director 01302 755 002

Investec Bank Plc (Financial Adviser and Broker): 020 7597 4000

Jeremy Ellis / Chris Sim / David Anderson

Cardew Group (Media): 020 7930 0777

Anthony Cardew / Tom Horsman

Important Information

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus published by the Company on 7 August 2013 in connection with the Rights Issue.  Copies of the Prospectus are available from the Company's Registered Office and are available for inspection via the National Storage Mechanism (www.morningstar.co.uk/uk/nsm). This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.

This announcement and the information contained herein is not an offer of securities for sale in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters may not be offered or sold in the United States or to or for the account or benefit of a person located in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or an exemption from, or in a transaction not subject to, registration requirements of the Securities Act. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States and no public offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters will be made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

Subject to certain exceptions, the Shareholders located in the Excluded Territories will not be able to participate in the Rights Issue. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letters to any person with a registered address in, or who is resident in any of the Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters has been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or South Africa. Subject to certain limited exceptions, neither the Prospectus, the Provisional Allotment Letter nor this announcement will be distributed in or into any of the Excluded Territories.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Investec Bank Plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority is acting as financial adviser and broker in respect of the Rights Issue. Investec is acting exclusively for the Company and for no one else in connection with the Rights Issue and will not regard any person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in relation to the Rights Issue, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

This announcement should not be considered a recommendation by Investec or any of its directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities. Neither Investec nor its directors, officers, employees, advisers or any of its affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by Investec or any of its directors, officers, employees, advisers or any of its affiliates. Save in the case of fraud, no liability is accepted by Investec or any of its directors, officers, employees, advisers or any of its affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Investec. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

END

 

 

RAGLLFVLTRIDFIV