Result of General Meeting

RNS Number : 6000I

Tri-Star Resources PLC

20 June 2017

 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014 until the release of this announcement

20 June 2017

Tri-Star Resources plc

("Tri-Star" or the "Company")

Result of General Meeting and

Appointment of Non-Executive Directors

Tri-Star announces that at the General Meeting held earlier today to consider the resolutions set out in the Notice of General Meeting, sent to shareholders on 1 June 2017, in connection with the part conversion and redemption of its convertible loan notes (the "Loan Notes"), the placing of new ordinary shares ("Shares") in the Company (the "Placing") and the approval of the Takeover Panel's waiver of the Odey Entities' (as defined below) obligation to make a general offer under Rule 9 of the Takeover Code as announced by the Company on 1 June 2017, all such resolutions were duly passed.

Application has been made to the London Stock Exchange for the new Shares to be issued in connection with the Conversion and the Placing (including the Shares issued in lieu of fees) to be admitted to trading on AIM ("Admission").  It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. tomorrow, Wednesday 21 June 2017.

Following approval of the resolutions, all of the Company's outstanding Loan Notes, amounting to approximately £12.185 million, have been converted or redeemed.  In addition, the Company has raised £1.3 million, before expenses, for general working capital purposes.

On Admission, Odey Asset Management LLP ("OAM") and certain funds under its discretionary management (together, the "Odey Entities") will become the holders of, in aggregate, 53.85 per cent. of the Company's enlarged issued share capital, excluding the Shares issued to OAM in lieu of fees (54.27 per cent. including the Shares issued to OAM in lieu of fees).

Conditional on Admission:

·    The Odey Entities have converted approximately £4.4 million of Loan Notes into approximately 3,614 million new Shares (the "Conversion");

·    The Company has placed approximately 7,453 million new Shares at a price of 0.121855 pence per share to raise a total of approximately £9.1 million before expenses, of which approximately 6,964 million Shares (£8.5 million) have been subscribed by the Odey Entities and approximately 489 million Shares (£0.6 million) have been placed by S.P. Angel Corporate Finance LLP with certain existing and new shareholders of the Company;

·    Approximately £7.8 million of the Placing proceeds will be applied to redeem the balance of the Loan Notes and the remaining £1.3 million will be used to meet the expenses of the transaction and for general working capital purposes;

·    Following the Conversion and the Placing and the issue of Shares as part payment of fees payable to OAM, the Odey Entities will hold, in aggregate, 10,659,531,331 Shares representing approximately 54.27 per cent. of the Company's enlarged share capital.

Appointment of non-executive directors

David Mark George Fletcher and Karen Suzanne O'Mahony have, at the request of the Odey Entities, joined the Board of Tri-Star as non-executive directors with immediate effect.

Mr Fletcher, aged 58, is a Partner and Non-Executive Chairman of OAM.  He has been part of the management team of OAM for over 20 years since joining as Chief Executive in 1995.  He is also a Senior Adviser at Social Finance, a not for profit social sector innovator.  Prior to OAM, Mr Fletcher was CEO at Leopold Joseph, the quoted UK merchant bank, where he had worked since graduating from New College, Oxford, in 1980.

Mr Fletcher currently holds and has held the following directorships within the five years prior to the date of this announcement:

Current directorships:	Previous directorships (past 5 years):
Odey Asset Management LLP	Odey Asset Management Group Limited
	Odey Wealth Management (UK) Limited
	Eastbach Limited

Ms O'Mahony, aged 43, is currently Managing Director of PE Advisors Ltd ("PEAL").  Prior to the establishment of PEAL in 2014, Ms O'Mahony spent 10 years at Misland Capital Ltd where she was Deputy Chief Investment Officer.  From 2002 to 2004, she was a Director at Davy Stockbrokers Ltd in Dublin and prior to that, she worked as an Associate at Goldman Sachs covering Pan European Equity Research.  She holds a master's degree in Quantitative Finance from University College Dublin and an undergraduate degree in Finance from Trinity College Dublin.

Ms O'Mahony currently holds and has held the following directorships within the five years prior to the date of this announcement:

Current directorships:	Previous directorships (past 5 years):
PE Advisors Ltd	Misland Capital Limited

Other than the information contained in this announcement, there is no further information required to be disclosed under Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies in connection with these appointments.

Total Voting Rights

For the purposes of the FCA's Disclosure and Transparency Rules, the Company advises that on Admission its issued share capital will consist of 19,642,053,462 ordinary shares of 0.005 pence each with each share carrying the right to one vote.

Tri-Star does not currently hold any shares in treasury and, therefore, the above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

Mark Wellesley-Wood, Chairman of Tri-Star, said:

"I am very pleased that the resolutions have been approved by shareholders allowing the Company to move ahead with a clean balance sheet.

I am delighted to welcome both David Fletcher and Karen O'Mahony to the Board of Tri-Star.  I am sure their experience and expertise will be invaluable to the Company and we look forward to working with them in realising the full potential of our antimony and gold plant in Oman."

Crispin Odey, Founder, Odey Asset Management, said:

"We are pleased to be moving from being a passive lender to an active shareholder of Tri-Star.  We are excited by the long-term prospects of the Company and will continue to support the Board in their efforts to complete the Oman Antimony Roaster project by early 2018." 

Capitalised terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the announcement dated 1 June 2017 and in the circular posted to shareholders on the same date.

Enquiries:

Tri-Star Resources plc                                                                                   Tel: [phone]

Guy Eastaugh, Chief Executive Officer                                             

SP Angel Corporate Finance (Nomad and Broker)                                     Tel: [phone]

Robert Wooldridge / Jeff Keating

Strand Hanson (Independent Financial Adviser to Tri-Star)                     Tel: [phone]

Simon Raggett / Matthew Chandler / Ritchie Balmer

Yellow Jersey PR Limited (Media Relations)                                               Tel: [phone]

Felicity Winkles/ Alistair de Kare-Silver

 

END

 

 

ROMSEEFSSFWSESM