Notice of EGM

RNS Number : 8237M

Ormonde Mining PLC

26 January 2021

 

26 January 2021

Ormonde Mining plc

("Or m onde" or "the Company")

Notice of Extraordinary General Meeting

SHAREHOLDERS SHOULD VOTE TO ENSURE THE CONTINUED ADMISSION TO TRADING OF ORMONDE SHARES ON EURONEXT DUBLIN AND THE LONDON STOCK EXCHANGE

Ormonde will hold an Extraordinary General Meeting ("EGM") on 18 February 2021 at 11.00 a.m. (GMT). 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 ("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 Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges, which is crucial to the interests of the Company and its shareholders as a whole.

For the Resolutions to be passed, at least one third of all issued shares must be voted at the EGM, with the required majorities of shareholders voting in favour of each resolution. Should these thresholds be achieved, Ormonde will continue to trade on Euronext Growth and AIM markets without interruption. However, should sufficient shareholders not take action and vote, and a threshold is not achieved, the continued admission to trading of Ormonde's shares on the Euronext Growth and AIM markets is at risk.

The Company notes that it has not achieved the threshold of one third of issued shares being voted at any AGM or EGM over recent years. Therefore, it is of critical importance, no matter how shares are held, that shareholders vote by proxy ahead of the EGM, with the Ormonde Board recommending that Shareholders vote in favour of each resolution.

An EGM Circular ("Circular") with detailed information in relation to these matters, along with a Form of Proxy, will be posted to shareholders today, with the Circular and additional information also being available on the Company's website at http://ormondemining.com/investors/investor-notices/ . The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein.

HOW TO VOTE

Due to COVID-19 related restrictions currently in force, the Company is unable to facilitate physical attendance at the EGM on 18 February 2021, and therefore all shareholders are urged to vote by proxy by the deadline of 11.00 a.m. (GMT) on Tuesday 16 February 2021.  Proxy voting instructions are provided below:

Nominee Voting

If your shares are held by a custodian or brokerage service on your behalf, the Company strongly urges you to contact your stockbroker to instruct them to submit a proxy vote on your behalf using the below methods or the CREST electronic proxy appointment service.

Vote Online or by Post

If you hold your shares directly, you will receive postal delivery of a Form of Proxy, together with the Circular,   over the coming days.

Online

Once the Form of Proxy is received, you will have until 11.00 am (GMT) on Tuesday 16 February 2021, to submit your votes online, through the following website www.eproxyappointment.com ;

· You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN, which can be found on the Form of Proxy received, and agree to certain terms and conditions.

Post

Alternatively, you may return your Form of Proxy by post:

· Complete the Form of Proxy and return it to Ormonde's registrar, Computershare Investor Services (Ireland) Limited, using the prepaid envelope enclosed with the Circular;

· To be effective, all proxy votes submitted by post must be lodged at the office of the Company's registrar at:  Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, to be received not later than 11.00 am (GMT) on 16 February 2021.

Should shareholders have any queries in relation to the process for casting of their vote, they should call [phone] between 9.00 a.m. and 5.00 p.m. (GMT) Monday to Friday for guidance.

General enquiries relating to the EGM can also be directed by email to [e-mail].

FURTHER DETAIL

WHAT IS HAPPENING?

As a consequence of the United Kingdom leaving the European Union, all of the companies in the Irish equity securities market (essentially all listed plcs) must move uncertificated or electronic settlement of trading from CREST to Euroclear Bank in March 2021, by means of a migration of relevant share capital under the Migration of Participating Securities Act 2019 ("Migration Act") and otherwise as described in the Circular ("Migration").  To be eligible for trading on the Euronext Growth and AIM markets, a company's shares must be capable of electronic or paperless settlement and therefore participating in the Migration is crucial to secure ongoing liquidity and trading arrangements.

To participate in the Migration, shareholders of all Irish plcs currently using CREST (like Ormonde) must pass a number of resolutions, including a special resolution stipulated by the Migration Act and a special resolution which implements changes which must be made to the articles of association of a migrating plc at a general meeting on or before 24 February 2021.

WHY YOUR VOTE IS IMPORTANT

To ensure the continued ability for the Company to retain its stock exchange listing:

1.  At least one third of all issued shares in the Company must be voted by shareholders at the EGM (this is a specific requirement of the Migration Act); and

2.  A majority of those shares voted must be in favour of the resolutions which are proposed as ordinary resolutions and 75% of the shares voted must vote in favour of the resolutions which are proposed as special resolutions.

PLEASE TAKE ACTION AND VOTE: If both of the above thresholds are not achieved, the continued admission to trading of Ormonde's shares on Euronext Growth Dublin and AIM is at risk.

MEETING DETAILS

At the time of publication of the Notice of EGM, the Irish Government has in place compulsory measures restricting public gatherings as a result of COVID-19. In the light of these measures, uncertainty as to which measures will be applicable at the time of the EGM, and with the safety and wellbeing of the Company's shareholders and staff in mind, the Company will run the EGM effectively as a closed meeting. The Company will not be in a position to facilitate physical attendance at the EGM.

· The Company will make arrangements for the minimum quorum to be present to transact the formal business of the meeting as set out in the Notice;

· Shareholders are advised to vote by proxy in advance of the EGM to ensure their votes count, and due to the attendance restrictions it is recommended that shareholders nominate the Chairman as the proxy;

· All resolutions at the EGM will be decided on a poll and the results will be published on the Company's website, www.ormondemining.com , as soon as possible after the conclusion of the EGM;

· Shareholders will be able to listen live to the business of the meeting through a teleconference facility.

Shareholders may listen live to the EGM proceedings by availing of a teleconference facility, dialling-in to the following number at the time of the meeting and using the PIN code provided:

Ireland: [phone]

UK: [phone]

PIN code:  665430

A notice in relation to the reconvening of the AGM, last adjourned on 7 January 2021, on the same date and time as the EGM, is included with the EGM notice, with the AGM to commence immediately following the closing of the EGM, using the same teleconference dial in details.

Enquiries to:

Ormonde Mining plc

Jonathan Henry, Executive Chairman

Paul Carroll, Chief Financial Officer

Fraser Gardiner, Chief Operating Officer

Email: [e-mail]

Davy (Nomad, Euronext Growth Advisor and Joint Broker)

John Frain / Barry Murphy

Tel: [phone]

SP Angel Corporate Finance LLP (Joint Broker)

Ewan Leggat

Tel: [phone]

For more information, visit www.ormondemining.com .

 

END

 

 

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