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The directors of ECR Minerals Plc (the “Board”) announce that it has posted to shareholders a circular and notice of General Meeting (“Notice”) in relation to a proposed capital reorganisation.

The proposed Capital Reorganisation will consist of two elements:

  • every 200 existing ordinary shares of 0.001 pence each ("Existing Ordinary Shares") will be consolidated into one consolidated share of 0.2 pence ("Consolidated Share") ("Consolidation"); and
  • immediately following the Consolidation, each Consolidated Share will then be sub-divided into one new ordinary share of 0.001 pence ("New Ordinary Share") and one new deferred share of 0.199 pence ("New Deferred Share") ("Sub-Division").

The Company's issued ordinary share capital currently consists of approximately 25.8 billion Existing Ordinary Shares. This number of shares in issue is considerably higher than the majority of companies on AIM, and the Board believes that this, combined with the current share price of significantly less than 0.01 pence per Existing Ordinary Share (as at 3 November 2016), affects investor perception of the Company and its share price volatility.

Accordingly, the primary objective of the Capital Reorganisation is to reduce the number of existing ordinary shares to a level which is more in line with other comparable AIM-traded companies with the intention of also creating a higher share price per ordinary share in the capital of the Company. The Directors believe that the Capital Reorganisation should improve the liquidity and marketability of the Company’s ordinary shares. The purpose of the Sub-Division is to retain the nominal value of 0.001 pence each per New Ordinary Share, which is the current nominal value of each of the Existing Ordinary Shares.

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements, remain unchanged.

Further details of the Capital Reorganisation are set out in the circular to shareholders.

The Capital Reorganisation is subject to the approval of shareholders at the General Meeting, which is to be held at 10.00 a.m. on 21 November 2016 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD. If the resolutions are passed, the Capital Reorganisation will become effective immediately following close of business on that date, and trading in the New Ordinary Shares is expected to begin at 8.00 a.m. 22 November 2016.   

The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.

The New Deferred Shares will have the same rights as the existing deferred shares of 9.9 pence and 0.099 pence respectively.

In the event that resolutions in respect of the Capital Reorganisation are passed at the General Meeting, it is expected that there will be 129,226,440 New Ordinary Shares in issue following completion of the Capital Reorganisation.

Following the Capital Reorganisation, the Company's new ISIN Code will be GB00BYYDKX57 and its new SEDOL Code will be BYYDKX5.

The expected timetable of principal events is set out below.  The dates and times are indicative only and subject to change.  Any changes to the indicative timetable information will be notified by a regulatory announcement.

 

 

2016

Latest time and date for receipt of the Forms of Proxy

10.00 a.m. on 17 November

General Meeting

10.00 a.m. on 21 November

Latest time and date for dealings in Existing Ordinary Shares

4.30 p.m. on 21 November

Record time and date for the Consolidation and Sub-Division ("Record Date")

5.00 p.m. on 21  November

Admission effective and commencement of dealings in the New Ordinary Shares

8.00 a.m. on 22 November

CREST accounts credited with the New Ordinary Shares in uncertificated form

22  November

Despatch of definitive certificates for New Ordinary Shares (in certificated form)

On or around 28 November

   

Notes:

(1)   The dates and/or times set out in the timetable above may be subject to change.

(2)   If any of the above times and/or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

(3)   To facilitate the Capital Reorganisation, it is expected that immediately prior to the Record Date, a further 47 new ordinary shares will be issued to ensure that the number of Existing Ordinary Shares is exactly divisible by 200.

 

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