Result of Meeting

RNS Number : 1871I

Coalfield Resources PLC

23 March 2015

 



NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ACQUISITION AND FIRM PLACING AND PLACING AND OPEN OFFER (TOGETHER, THE "TRANSACTION"). COPIES OF THE COMBINED PROSPECTUS AND CIRCULAR ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND, SUBJECT TO APPLICABLE SECURITIES LAWS, ON THE COMPANY'S WEBSITE.

23 March 2015

Coalfield Resources plc ("Coalfield Resources" or the "Company")

Result of General Meeting

and

Change of Name

The Board of Directors of Coalfield Resources is pleased to announce that at the General Meeting of the Company held earlier today in relation to the Transaction, all of the Resolutions set out within the Notice of General Meeting at pages 289 and 290 of the Prospectus were each duly passed on a show of hands.

Details of the proxies from Shareholders in respect of each resolution are shown in the table below and will be posted on the Company's website, http://www.coalfieldresources.com/investors

Resolution number	Votes for	%	Votes against	%	Total votes	% of issued share capital	Votes withheld
1	349,590,506	99.99	36,075	0.01	349,626,581	57.75	1,012,816
2	349,318,739]	99.92	264,712	0.08	349,583,451	57.74	1,055,946
3	342,644,196	98.03	6,882,737	1.97	349,526,933	57.73	1,112,464
4	349,530,990	99.98	79,435	0.02	349,610,425	57.74	1,028,972

Notes:

1. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

3. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The Transaction remains conditional upon, inter alia, the Underwriting Agreement becoming unconditional in all respects, and not having been terminated in accordance with its terms prior to Admission, and upon Admission. Admission and Completion are expected to occur at 8:00 a.m. on 24 March 2015.

The change of the Company's name to Harworth Group plc is expected to occur on 24 March 2015.  Upon the change of name, the Company's Ordinary Shares' ISIN and SEDOL will remain unchanged as GB0007190720 and 0719072 respectively.  The TIDM is expected to change to HWG on 25 March 2015.  A further announcement will be made in due course.

This announcement should be read in conjunction with the full text of the prospectus published by Coalfield Resources on 3 March 2015 (the "Prospectus").  The Prospectus is available for inspection, subject to applicable securities laws, in electronic form on the Company's website http://www.coalfieldresources.com/investors  Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the Prospectus.

Enquiries:

Coalfield Resources plc Jonson Cox, Chairman Jeremy Hague, Finance Director	[phone]
Investec Bank plc (Financial Adviser and Broker to Coalfield Resources) Jeremy Ellis, Chris Sim, David Anderson, Symmie Swil	[phone]
Cardew Group (Media) Anthony Cardew, Tom Horsman	[phone]

Important Notices:

This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where the availability of the Firm Placing and Placing and Open Offer would breach any applicable law.

This announcement is an advertisement and not a prospectus or a prospectus equivalent document. Copies of the Prospectus are available from the Company's registered office and, subject to applicable securities laws, on the Company's website.

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 New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements should only be made on the basis of information contained in and incorporated by reference into the Prospectus. Nothing in this announcement should be interpreted as a term or condition of the Firm Placing and Placing and Open Offer.

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 or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, Japan or South Africa. The New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, may not be offered, sold, resold, taken up, delivered or distributed, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws.

This announcement does not constitute an offer of New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements to any person with a registered address in, or who is resident in, Australia, New Zealand, Canada, Japan or South Africa. None of the New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements has been or will be registered under the relevant laws of any state, province or territory of Australia, New Zealand, Canada, Japan or South Africa.

This announcement has been prepared for the purposes of complying with the applicable laws and regulation of 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 the United Kingdom.

 

END

 

 

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