Notice of GM and Capital Reorganisation

RNS Number : 8776J

Tiger Resource Finance PLC

15 September 2016

 

Tiger Resource Finance plc
("Tiger" or "the Company")

Notice of General Meeting and Proposed Capital Reorganisation

Tiger announces that yesterday evening it posted to shareholders a Notice of General Meeting ("GM") to be held at 12:00 noon on 30 September 2016 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Copies of the Notice of General Meeting are available on the Company's website www.tiger-rf.com.

The Company also announces that it intends to publish its unaudited interim financial statements for the six months ended 30 June 2016 on 26 September 2016.

Capital Reorganisation   

Contained within the Notice of GM are resolutions required to effect a reorganisation of the Company's share capital.

The Board considers that the junior resource sector is well positioned to recover from its historic lows and is keen that the Company has the appropriate capital structure to avail of the opportunities that the Board is considering. The Company's shares currently trade at a price of around 0.5 pence which is lower than the nominal value of the Company's shares which is 1 penny. English company law prohibits a public company from issuing new shares at a price less than its nominal value. This situation restricts the Board from issuing new shares in the case of any potential transaction or new equity fundraising.

The number of issued ordinary shares of 1p each in the Company at this date is 142,831,939 ("Existing Ordinary Shares"). This figure includes the 4,500,000 Existing Ordinary Shares which are held by the Company in treasury. The Company is proposing to divide each issued Existing Ordinary Share of 1p each held at 6.00 p.m. on 29 September 2016 (being the close of business on the day immediately preceding the date of the GM) ("Record Date") into one new ordinary share of 0.1p ("New Ordinary Share") and one deferred share of 0.9p ("Deferred Shares") and to divide each unissued Existing Ordinary Share into 10 New Ordinary Shares (together the "Capital Reorganisation").

Share certificates

New share certificates will not be issued following the completion of the Capital Reorganisation, and the existing share certificates will continue to be valid following the Capital Reorganisation. Shareholders who hold their shares in the Company through CREST should note that the Company's ISIN number (GB0002308525) will continue to be valid.

Rights of the Deferred Shares and New Ordinary Shares

The Deferred Shares will have no income or voting rights. The only right attaching to the Deferred Shares will be to receive the amount paid up on each of the Deferred Shares (i.e. 0.9p) on a winding-up of the Company once the holders of New Ordinary Shares have received £1,000,000 per New Ordinary Share held. The Deferred Shares will not be transferable and will be held by the secretary of the Company as trustee for the holders.

The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders.

The New Ordinary Shares will have the same rights and benefits as the Existing Ordinary Shares from which they are derived. Following the Capital Reorganisation, the number of New Ordinary Shares held by each Shareholder will be the same as the number of Existing Ordinary Shares held by them immediately before the Capital Reorganisation, but the Capital Reorganisation will allow any future fundraisings to take place, assuming that the share price of the Company does not fall below the new nominal value.

Application will, conditional on the passing of the Resolutions numbered 1 and 2 in the Notice of GM, be made for the New Ordinary Shares to be admitted to trading on AIM. Dealings in the Existing Ordinary Shares will cease at the close of business on the date of the GM and dealings in the New Ordinary Shares are expected to commence on the following business day. The ISIN and SEDOL number of the New Ordinary Shares will be the same as the Existing Ordinary Shares and any share certificates for the Existing Ordinary Shares will remain valid for the New Ordinary Shares.

Amendments to the Articles of Association

The Capital Reorganisation will necessitate certain alterations to the Articles. Amendment of the Articles forms part of the Resolution numbered 2 in the Notice of GM and the alterations, including the limited rights proposed for the Deferred Shares to be created, are reflected in the amended Articles. The amended Articles proposed are available for inspection by shareholders until the conclusion of the General Meeting on the Company's website www.tiger-rf.com.

The expected timetable for this proposed Capital Reorganisation is set out below:

Latest time and date for receipt of the Form of Proxy	12.00 noon on 28 September 2016
General Meeting	12.00 noon on 30 September 2016
Record Date for the Share Capital Reorganisation	6.00 p.m. on 29 September 2016
Existing Ordinary Shares disabled in CREST and share register closed	7.00 a.m. on 3 October 2016
Admission effective and dealings commence on AIM in New Ordinary Shares	8.00 a.m. on 3 October 2016
CREST accounts credited with New Ordinary Shares	9.00 a.m. on 3 October 2016
ISIN of New Ordinary Shares (unchanged)	GB0002308525
SEDOL of New Ordinary Shares (unchanged)	0230852

For further information please contact:

Tiger Resource Finance Plc                       
Raju Samtani, Director                                                 Tel: [phone]

finnCap Limited (Nominated Adviser)

Christopher Raggett/Scott Mathieson                         Tel: [phone]

 

END

 

 

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