Proposed Share Capital Reorganisation & AGM Notice
Edenville Energy Plc (AIM: EDL), the AIM quoted company operating the Rukwa Coal Project in southwest Tanzania announces that its Annual General Meeting (“AGM”) will be held 10.00 a.m. on 5 January 2021. The Notice of AGM is being published today and will shortly be available on the Company’s website at https://edenville-energy.com/aim-rule-26/.
As a result of the ongoing Covid-19 pandemic, Edenville’s shareholders (“Shareholders”) should note they are not entitled to attend the AGM in person unless notified otherwise by the Company prior to the AGM. The Company’s Articles of Association allow Edenville to use electronic communications for sending out notices of general meetings, as such the Company will not be providing a paper copy of the Notice of AGM or Form of Proxy on this occasion. Shareholders are now able to vote online by logging on to www.signalshares.com. On the home page, search ‘Edenville Energy PLC’ and then log in or register, using your Investor Code which can be found on your share certificate. To vote, click on the ‘Vote Online Now’ button.
Proposed Share Capital Reorganisation & Correction of Total Voting Rights
The Notice of AGM will include certain resolutions relating to a proposed share capital reorganisation (“Capital Reorganisation”) of the 8,145,575,092 existing ordinary shares of £0.0002 each that the Company has in issue (“Existing Ordinary Shares”). Shareholders should note that the ordinary issued share capital of the Company was previously incorrectly stated by the Company as 8,145,575,095 Existing Ordinary Shares in its announcement of 10 August 2020, rather than the correct figure of 8,145,575,092 Existing Ordinary Shares.
The effect of the proposed Capital Reorganisation will be to reduce the number of issued ordinary shares of £0.0002 each in the Company by a multiple of 1,000 (the “Consolidation”), which is expected to increase the trading price of the resulting ordinary shares proportionally. As such, following the Consolidation and the subsequent sub-division of each consolidated ordinary share of £0.20 each in the capital of the Company, into 1 ordinary share of £0.01 each in the capital of the Company and 19,000 new deferred shares of £0.00001 each in the capital of the Company (the “New Deferred Shares”), the Company expects 8,145,575 ordinary shares of £0.01 each (the “New Ordinary Shares”) to be readmitted to trading on AIM. The New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Company’s articles of association for the time being. The New Deferred Shares are non-voting, have no economic rights and may be bought back by the Company at any time for nil consideration.
As it is proposed that all Existing Ordinary Shares held in the Company be consolidated, the proportion of the issued ordinary share capital of the Company held by each Shareholder immediately before and after the Capital Reorganisation will remain relatively unchanged, other than for changes that may arise from the rounding for fractional entitlements.
In the event that a Shareholder’s holding of Existing Ordinary Shares is not exactly divisible by the consolidation ratio, such Shareholder will be left with a fractional entitlement to a resulting new consolidated ordinary share. Any such fractions as a result of the consolidation will be aggregated and, following the sub-division, the directors will, in accordance with the Company’s articles of association, sell the aggregated shares in the market for the benefit of the relevant Shareholders.
The proceeds from the sale of the fractional entitlements will be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than £3 it will not be distributed to such Shareholder but will be retained by the Company.
Reasons for the Capital Reorganisation and update re Funding Agreement with Lind Partners LLC
The Board considers the Capital Reorganisation to be in the best interests of the Company and its Shareholders as it believes that the Capital Reorganisation should improve the market liquidity of and trading activity in the Company’s shares. The Directors believe that the existing share capital structure is no longer appropriate, as the high number of shares in issue combined with the relatively low price per share is thought to result in excess volatility and reduced liquidity in the Company’s shares. By proceeding with the Capital Reorganisation, the Directors anticipate that the Capital Reorganisation should improve the liquidity and the marketability of the Company’s shares with institutional investors in the UK and overseas.
Secondly, plans for a proposed share consolidation were originally set out in the Company’s announcement of 29 April 2019 following Edenville and Lind Partners LLC (“Lind”) entering into an agreement to vary certain terms of the Company’s outstanding funding agreement with Lind, that was first announced on 6 November 2018 and further detailed in the Company’s announcements of 29 April 2019, 23 January 2020, 7 April 2020, 6 October 2020 and 27 November 2020 (the “Funding Agreement”). These plans were later deferred, as detailed in the Company’s announcement of 6 September 2019.
The Company’s Directors are currently in constructive discussions with Lind regarding the repayment terms of the Funding Agreement. Following the recent discussions, Edenville’s Directors have agreed to revisit plans for a share consolidation, hence why Shareholders are being asked to approve the Capital Reorganisation at the AGM. The Directors remain confident that mutually agreeable terms can be agreed with Lind regarding the Funding Agreement, however, at this current time it is premature to reach any conclusions.
Implementation of the Capital Reorganisation requires the approval of Shareholders.
Expected Timetable of Principal Events
|Publication and posting of Notice of AGM||11 December 2020|
|Latest time and date for return of Form of Proxy for AGM||10.00 a.m. on 31 December 2020|
|Annual General Meeting||10.00 a.m. on 5 January 2021|
|Announcement of the result of the Annual General Meeting||5 January 2021|
|Record date and time for the Capital Reorganisation||6 p.m. on 5 January 2021|
|Expected Admission to trading on AIM of the New Ordinary Shares arising from the Capital Reorganisation||8.00 a.m. on 6 January 2021|
Share certificates in relation to the New Ordinary Shares to be despatched by no later than 20 January 2021.
Statistics relating to the Capital Reorganisation
|Number of Existing Ordinary Shares in issue at the date of this AGM Notice||8,145,575,092|
|Conversion ratio of Existing Ordinary Shares to New Ordinary Shares||1,000:1|
|Total number of New Ordinary Shares in issue following the AGM||8,145,575|
|New Deferred Shares to be issued following the AGM||153,182,579,000|
|ISIN code for New Ordinary Shares||GB00BN47NP32|
|SEDOL code for the New Ordinary Shares||BN47NP3|
Availability of Notice of AGM and 2019 Annual Report
Shareholders may request a hard copy of the Notice of AGM and proxy form directly from the Registrars, Link Asset Services on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
In addition, should any shareholders wish to request a hard copy of the Company’s 2019 Annual Report, they should contact Rakesh Patel of Adler Shine LLP on +44 (0)20 8371 3000.