Notice of General Meeting

RNS Number : 9573K

Kazera Global PLC

02 September 2019

 

Kazera Global plc

Notice of General Meeting

Conditional Placing

Proposed Share Reorganisation

Kazera Global plc ("Kazera Global", "Kazera" or the "Company") announces that a Circular and Notice of General Meeting relating to the Conditional Placing and Proposed Share Reorganisation announced on 27 August 2019 has been sent to the Company's shareholders and is available on the Company's website at www.kazeraglobal.com. The General Meeting will be held at the offices of Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1 6EG at 9.00 a.m. on 23 September 2019. The General Meeting has been convened to consider and if thought fit approve the Resolutions set out in the Circular and the Notice.

Conditional Placing

As announced on 27 August 2019 the Company has conditionally raised a total of £400,000 (before expenses) via a placing by Peterhouse Capital Limited ("Peterhouse") of a total of 66,666,667 new ordinary shares in the Company (the "Placing Shares") at a price of 0.6 pence per Placing Share (the "Placing Price) (the "Placing"). In addition, a further 3,000,000 new ordinary shares are to be issued in lieu of fees to Peterhouse at the Placing Price (the "Fee Shares") (together the "Placing Shares" and the "Fee Shares" are the "New Ordinary Shares") (together the "Fundraise").

The New Ordinary Shares have been placed subject to, inter alia, shareholder approval at the General Meeting and subject to admission to trading on AIM. Application will be made to the London Stock Exchange for admission of all 69,666,667 New Ordinary Shares, including the 66,666,667 Placing Shares, to trading on AIM and it is expected that Admission will occur at 8:00 a.m. on 24 September 2019.

Proposed Share Reorganisation

As a matter of English law, the Company is unable to issue the Placing Shares at an issue price which is below the shares' nominal value (which is currently 1 penny per share). Accordingly, the Board is proposing a Share Reorganisation whereby the entire existing share capital, consisting of 286,561,207 Ordinary Shares of 1 penny nominal value each, are sub-divided into 286,561,207 Ordinary Shares of 0.1 pence nominal value each and 286,561,207 Deferred Shares of 0.9 pence nominal value each. The Share Reorganisation will allow the Company to implement the Placing at the Issue Price.

Further information regarding the Proposed Share Reorganisation including a timetable and key statistics are included in the Appendix to this announcement which can be found below.

Recommendation

The Directors consider that the Placing will promote the success of the Company for the benefit of its members. Accordingly, the Directors unanimously recommend and strongly urge Shareholders to vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings of 29,670,248 Ordinary Shares representing approximately 10.35 per cent. of the Existing Ordinary Shares in issue as at the last practicable date before publication of this document.

Circular

Extracts from the Circular are set out below, to provide details of the Placing and Share Reorganisation, to explain the background to and the reasons for why the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. Details of the Expected Timetable of Principal Events and the Key Statistics are also set out below.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular containing notice of the General Meeting.

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

--ENDS--

Kazera Global plc (c/o Camarco) Larry Johnson (CEO)	Tel: [phone]
finnCap (Nominated Adviser and Joint broker) Scott Mathieson / Anthony Adams (corporate finance)	Tel: [phone]
Shore Capital (Joint broker) Jerry Keen (corporate broking)	Tel: [phone]
Peterhouse Corporate Finance Limited Duncan Vasey / Lucy Williams	Tel: [phone]
Camarco (PR) Gordon Poole / James Crothers / Monique Perks

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2019
Announcement of the General Meeting	2 September
Date of publication of this document	2 September
Last date and time for receipt of Forms of Proxy	9.00 a.m. 19September
General Meeting	9.00 a.m. 23 September
Share Reorganisation effective	6.00 p.m. 23 September
Creation of the Deferred Shares	6.00 p.m. 23 September
Admission and commencement of dealings in Placing Shares (and Ordinary Shares (post Share Reorganisation)) on AIM	8.00 a.m. 24 September
CREST accounts credited with Placing Shares in uncertificated form	24 September
Definitive share certificates in respect of Placing Shares in certificated form despatched	by 3 October

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of a Regulatory Information Service announcement. All events listed in the above timetable following the General Meeting are conditional on the passing of the resolutions at the General Meeting.

References to time in this document and the Notice of General Meeting are to British Summer Time.

If you have any questions, please call Link Asset Services on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

KEY STATISTICS

Existing Ordinary Shares in issue as at the date of the Document	286,561,207
Par value of Existing Ordinary Shares	1 penny
Par value of the New Ordinary Shares following the Share Reorganisation	0.1 pence
Par value of the Deferred Shares	0.9 pence
New Ordinary Shares to be issued as part of the Placing	66,666,667
New Ordinary Shares to be issued for fees in relation to the Placing	3,000,000
Enlarged Share Capital following the Placing and the Share Reorganisation	356,227,874
Placing Shares as a percentage of the Enlarged Share Capital	18.87 per cent.
Placing Price of the New Ordinary Shares	0.6 pence
Gross proceeds of the Placing	£400,000

Notes:

The figures assume that no options are exercised prior to Admission.

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Act"	the Companies Act 2006;
"Admission"	the admission of the Placing Shares to trading on AIM having become effective in accordance with the AIM Rules;
"AIM"	the AIM Market, a market operated by the London Stock Exchange;
"AIM Rules"	together, the rules published by the London Stock Exchange governing the admission to, and the operation of, AIM, consisting of the AIM Rules for Companies (including the guidance notes thereto) and the AIM Rules for Nominated Advisers, published by the London Stock Exchange from time-to-time;
"Articles"	the articles of association of the Company (as amended from time to time);
"Board" or "Directors"	the board of directors of the Company, as at the date of this document, whose names are set out on page 8 of this document;
"Circular" or "this Document"	this document, including the Notice at the end of this document and the Form of Proxy;
"City Code"	City Code on Takeover and Mergers;
"Company" or "Kazera"	Kazera Global Plc, incorporated and registered in England & Wales under the Companies Act 1985, registered number 05697574 and having its registered office at Lakeside, Fountain Lane, St. Mellons, Cardiff, CF3 0FB;
"CREST"	the relevant system for paperless settlement of share transfers and the holding of shares in uncertificated form, which is administered by Euroclear UK & Ireland Limited;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001/3755), as amended from time to time;
"Deferred Shares"	deferred shares of 0.9 pence each in the capital of the Company following the passing of the Resolutions;
"Effective Time"	6.00 p.m. on 23 September 2019 (or, if the General Meeting is adjourned, 6.00 p.m. on the date of the adjourned General Meeting);
"Existing Ordinary Shares"	the 286,561,207 ordinary shares of 1 penny each in issue at the date of this document;
"Form of Proxy"	the form of proxy for use by the Shareholders in connection with the General Meeting
"General Meeting" or "GM"	the General Meeting of the Shareholders of the Company to be held at 23 on September 2019 at 9.00 a.m.;
"Group"	the Company together with its subsidiaries, both directly and indirectly owned;
"Issue price"	0.6 pence per Placing Share;
"London Stock Exchange"	London Stock Exchange plc;
"New Ordinary Shares"	the ordinary shares of 0.1 pence each in the capital of the Company upon the Share Reorganisation becoming effective at the Effective Time;
"Notice"	the notice of the General Meeting, which is set out at Part II of this document;
"Ordinary Shares"	ordinary shares in the capital of the Company having a nominal value of 1 penny each prior to the Share Reorganisation becoming effective at the Effective Time and having a nominal value of 0.1 pence upon the Share Reorganisation becoming effective at the Effective Time;
"Placee"	a subscriber for Placing Shares under the Placing;
"Placing"	the conditional placing of the Placing Shares by Peterhouse with certain institutional and other investors at the Issue Price;
"Placing Shares"	the 66,666,667 New Ordinary Shares to be issued pursuant to the Placing;
"Proposals"	The Placing abs the Share Reorganisation;
"Registrars"	Link Asset Services;
"Resolutions"	the resolutions to approve the Proposals, which are set out in the Notice at the end of this document;
"Share Reorganisation"	the proposed subdivision of each Existing Ordinary Share with a nominal value of 1 penny into one New Ordinary Share with a nominal value of 0.1 pence and one Deferred share with a nominal value of 0.9 pence, further details of which are set out in paragraph 4 of the Letter from the Chairman in this document;
"Shareholder(s)"	holder(s) of the Ordinary Shares;
"UKLA"	the Financial Conduct Authority, in its capacity as the UK Listing Authority;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland; and
"Uncertificated" or "in Uncertificated Form"	recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, entitlement to which by virtue of the CREST Regulations, may be transferred by means of CREST.

PLACING OF 66,666,667 NEW ORDINARY SHARES AT A PRICE OF 0.6 PENCE PER SHARE

TO RAISE £400,000

SHARE REORGANISATION

NOTICE OF GENERAL MEETING

1.      Introduction

The Company announced on 27 August 2019 a conditional placing with certain institutional and other investors, to raise £400,000 before expenses through the issue of 66,666,667 New Ordinary Shares at the Issue Price (referred to in this document as, the "Placing Shares").

The Issue Price is at a discount of approximately 17% per cent. to the closing middle market price of 0.72 pence per Existing Ordinary Share on 23 August 2019 (being the last practicable date before the announcement of the Placing).

The purpose of this document is to provide you with details of the Placing, to explain the background to and the reasons for the Placing and why the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. As the Placing Price is below the nominal value of the Company's Existing Ordinary Shares, the Company needs to effect the Share Reorganisation to facilitate the Placing, and further details of the Share Reorganisation are set out in paragraph 4 below.

The Placing and Share Reorganisation are each conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of this document. If the Resolutions are passed, admission of the Placing Shares to trading on AIM is expected to occur at 8.00 a.m. on 24 September 2019.

2.      Background to and reasons for the Placing

The Directors believe that it is prudent for the Company to seek further capital at this time to fund the Group's trade. The use of proceeds of the Placing are set out in paragraph 5 below.

The Directors believe the Placing to be the most appropriate way to provide the capital necessary to meet the Company's future requirements. As at 30 August 2019, the Company held cash and cash equivalents of approximately £200,000, (unaudited), and had no bank borrowings.

The fundraise has been conducted with the intention of minimising the associated costs, both direct and in terms of limited management time. Taking that into account the Company has reluctantly decided not to make an offer for subscription to the Shareholders on this occasion.

3.      Details of the Placing

3.1.  Placing

As announced on 27 August 2019 the Company has conditionally raised £400,000 before expenses through the Placing. Application will be made to the London Stock Exchange for the New Ordinary Shares, including the Placing Shares, to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the New Ordinary Shares, including the Placing Shares, will commence on AIM at 8.00 a.m. on 24 September 2019. Assuming no options are exercised prior to Admission, the Placing Shares will represent approximately 18.87% of the ordinary share capital of the Company in issue immediately following Admission.

In addition, 3,000,000 New Ordinary Shares will be issued in satisfaction of fees to Peterhouse in connection to the Placing. Additionally, the Company will issue Peterhouse with 3,333,333 broker warrants, exercisable at the Placing Price for a period of 36 months from the date of Admission.

3.2.  General

All Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Ordinary Shares in issue from time to time, including the right to receive all dividends and other distributions declared on or after the date on which they are issued.

For details as to the expected date and times by which certain events (e.g. Admission, the crediting of CREST accounts and the dispatch of share certificates) are expected to happen in relation to the Placing Shares and the Share Reorganisation, please refer to the information on page 4 (Expected Timetable of Principal Events) of this document.

4.      Share Reorganisation

4.1.  General

The nominal value of the Existing Ordinary Shares is currently 1 penny per share. As a matter of English law, the Company is unable to issue the Placing Shares at an issue price which is below their nominal value. It is therefore proposed to sub-divide the entire existing share capital, both issued and to be issued, consisting of 286,561,207 Ordinary Shares of 1 penny nominal value each, into 286,561,207  Ordinary Shares of 0.1 pence nominal value each and 286,561,207  Deferred Shares of 0.9 pence nominal value each, thus enabling the Company to lawfully implement the Placing at the Issue Price.

Each New Ordinary Share resulting from the Share Reorganisation will have the same rights (including voting and dividend rights and rights on a return of capital) as each Existing Ordinary Share except that they will have a nominal value of 0.1 pence each.

The Deferred Shares will, as their name suggests, have very limited rights which are deferred to the Ordinary Shares and will effectively carry no value as a result. Accordingly, the holders of the Deferred Shares will not be entitled to receive notice of, attend or vote at general meetings of the Company, nor be entitled to receive any dividends or any payment on a return of capital until at least £10,000,000 has been paid on each Ordinary Share. No application will be made for the Deferred Shares to be admitted to trading on AIM.

The Company will also be given power to arrange for all the Deferred Shares to be transferred to a custodian or to be purchased for nominal consideration only without the prior sanction of the holders of the Deferred Shares. No share certificates for the Deferred Shares will be issued.

No new certificates for the Existing Ordinary Shares will be dispatched if the Share Reorganisation becomes effective.

A request will be made to the London Stock Exchange to reflect on AIM the sub-division of the Existing Ordinary Shares into New Ordinary Shares of 0.1 pence each. Each Existing Ordinary Share standing to the credit of a CREST account will be subdivided into one New Ordinary Share of 0.1 pence each and one Deferred Share of 0.9 pence each at 6.00 p.m. on 23 September 2019.

Following the Share Reorganisation, the ISIN code for the Ordinary Shares will remain unchanged.

4.2.  Taxation

Any person who is in any doubt as to his tax position or who is subject to tax in a jurisdiction other than the United Kingdom is strongly recommended to consult his professional tax adviser immediately.

5.      Use of Proceeds

The Company is raising funds to complete further drilling over the Purple Haze, White City and Signaalberg acreage with the ultimate aim of reporting a more comprehensive JORC Compliant Mineral Resource which the Directors believe will provide the platform required to engage in discussions with potential interested parties for the next stage of project funding required and for general working capital purposes.

6.      Shareholder Approval

For the Placing and the Share Reorganisation to proceed, Shareholder approval is required to:

(a)  effect the Share Reorganisation; and

(b)  give the Directors the authority to allot the Placing Shares and to dis-apply statutory pre-emption rights in respect thereof.

In order to obtain the necessary Shareholder approval, a General Meeting of the Company is to be held at which the Resolutions will be proposed. Further information regarding the General Meeting is set out in paragraph 7 below.

The Directors believe the Placing to be the most appropriate way to provide the capital necessary to meet the Company's future requirements. Should the Placing not proceed for any reason, the Company would need to find alternative funding and face future uncertainty. The Directors urge Shareholders to vote in favour of the Resolutions set out in the Notice.

7.      General Meeting

A notice convening the General Meeting to be held at the offices of Osborne Clarke, 2 Temple Back East, Temple Quay, Bristol, BS1 6EG at 9.00 a.m. on 23 September 2019 is set out at the end of this document.

8.      Action to be taken by Shareholders

Whether or not you intend to be present at the meeting you are requested to complete a proxy vote either online at www.signalshares.com, by Crest as set out in the notes below, or in hard copy by requesting a proxy form from Link Asset Services on the contact details set out in the notes of the notice of meeting. Hard copy proxy forms and any proxy votes should be completed, signed and returned to the Company's registrars, Link Asset Services, The Registry, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU   as soon as possible but in any event so as to arrive not later than 9.00 a.m. on 19 September 2019. The completion and return of a Proxy vote will not preclude you from attending the General Meeting and voting in person should you subsequently wish to do so.

9.      Recommendation

The Directors consider that the Placing will promote the success of the Company for the benefit of its members as a whole. Accordingly, the Directors unanimously recommend and strongly urge Shareholders to vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings of 29,670,248 Ordinary Shares representing approximately 10.35 per cent. of the Existing Ordinary Shares in issue as at the last practicable date before publication of this document.

 

END

 

 

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