Notice of General Meeting

RNS Number : 8614S

Mineral & Financial Invest. Limited

12 November 2013

 



12 November 2013

MINERAL & FINANCIAL LIMITED

("Mineral & Financial", "MAFL", or the "Company")

Posting of Circular

The Company announces the posting of a circular to shareholders today which includes the invitation to a general meeting at which shareholders will have the opportunity to vote on a an amended investing policy, a capital restructuring and new authorities for the directors to issue capital. The following is an excerpt from the circular posted today.

1. Introduction

The Board of MAFL believes that current market conditions present an opportunity for the Company to create shareholder value with a more active approach to its investments. The mining sector in particular is offering an increasing numbers of assets at discounts to their intrinsic value and many mining companies are in financial distress. The Company believes real value can be created by providing capital to companies with good assets and good management teams but distressed balance sheets.

Given this environment and the value of an injection of capital, the Company believes that direct oversight and guidance by the Company to investee companies may be required. The Company will provide patient, but demanding, capital. Accordingly, the Board proposes to broaden the investment policy from passive to passive and active to allow it to have more involvement in the governance of its investee companies. In some cases this may amount to control, or effective control.

The new strategy involves a material change in investing policy, which under AIM Rules for Companies, requires approval by Shareholders at a general meeting.

The Company today posted to Shareholders a circular setting out details of the proposed new strategy and the New Investing Policy.  It also explains why the Board considers these proposals to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own interests, which represent 22.72 per cent of the issued share capital of the Company.

2. Recent Developments

As announced on 28 October 2013, Jennifer Allsop has resigned as executive chairman.  A new executive chairman, Jacques Vaillancourt, previously executive director, was duly elected by the Board.

3. New Investing Policy

The Company's Investing Policy is to invest in the natural resources sector through investments in companies or other assets, which it considers to represent good value and offer scope for significant returns to Shareholders over the long term.  In particular, the Company will focus on providing new capital for mining companies that require finance for their projects.

Investments will be made in the securities of quoted and un-quoted companies and their assets, units in open-ended investment companies, exchange traded funds, physical commodities, derivatives, and other hybrid securities. As the Company's assets grow the intention is to diversify company, geographic, and commodity risks.

The Company will have a blend of passive and active investments and, if and when appropriate, it may seek to gain control of an investee company. Returns to Shareholders are expected to be by way of growth in the value of the Company's Ordinary Shares. 

The Company may also from time to time make market purchases to buy in the Company's Ordinary Shares if the Directors consider this to be in the interests of Shareholders as a whole.

The Company will publish a quarterly update on its NAV.

4. Proposed changes to authorised capital

The proposed restructuring of the capital base has the dual purpose of simplifying the Company's capital structure and allowing the Company to increase the capital in the business.

The share consolidation approved and executed earlier in the year created a class of deferred shares with a par value of £0.24 which do not trade. The Company is seeking approval to cancel 5,000,000 unissued deferred shares with a par value of £0.24 (nominal value of £1,200,000) and to authorise the creation of 120,000,000 Ordinary Shares with a par value of £0.01 (nominal value of £1,200,000). This would not change the Company's current authorized share capital of £10,000,000.

Additionally, the Directors propose that Shareholders grant authority to allot Ordinary Shares with an aggregate nominal value of £137,220.62. We are currently at the maximum issuable number of Ordinary Shares due to the private placement that the Company completed in August 2013, and the new authority would allow the Directors, if suitable opportunities arise, to issue up to 13,722,062 new Ordinary Shares which is equivalent to the total number of Ordinary Shares currently in issue.

The Company envisages issuing Ordinary Shares either in the form of a placing for cash or - more likely in the current environment - as consideration for the acquisition of attractively valued assets.

The Directors are aware that fiercely protecting the value of our financial liquidity is critical to our future success. The proposed enlargement to the authorised capital structure will allow the Company the latitude to make the best and quickest choices possible for the creation of value for its Shareholders.

5. General Meeting

A notice of GM is set out at the end of the shareholder circular convening the GM at the offices of Libertas Capital Corporate Finance Limited at 110 Fenchurch Street., London EC3M 5JT, on 28 November 2013 at 11.00 a.m. at which the following Ordinary Resolutions will be proposed:

Resolution 1:     to approve the adoption of the New Investing Policy,

Resolution 2:     to approve the reorganisation of the Company's authorised share capital,

Resolution 3:     to authorise the Directors to allot relevant securities up to a nominal amount of £137,220.62, and

Resolution 4:     to authorise the Directors to disapply pre-emption rights in relation to the allotment of Ordinary Shares for cash up to a nominal amount of £137,220.62

6. Action to be taken

A Form of Proxy and a Form of Direction are enclosed in the shareholder circular and for use, as applicable, in connection with the GM. Whether or not you intend to be present at the meeting, you are requested to complete, sign and return the Form of Proxy or Form of Direction, as applicable, to the Company's UK transfer agent, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to arrive not later than 11.00 a.m. on 26 November 2013 in the case of a Form of Proxy and not later than 11.00 a.m. on 25 November 2013 in the case of Form of Direction. The completion and return of a Form of Proxy will not preclude you from attending the meeting and voting in person should you subsequently wish to do so.

7. Recommendation

The Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own interests, which represent 22.72 per cent of the issued share capital of the Company.

For further information please call:
Mineral & Financial Limited Laurence Read, Director [phone]	Libertas Capital Corporate Finance Limited Sandy Jamieson [phone]

 

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