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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Atlantic Coal | LSE:ATC | London | Ordinary Share | GB00B142G994 | ORD 0.07P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.09 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMATC
RNS Number : 6579J
Atlantic Coal PLC
21 December 2015
21 December 2015
Atlantic Coal plc ("Atlantic Coal" or the "Company")
Suspension of Trading on AIM
and
Notice of General Meeting
The Board of Atlantic Coal (the "Board"), the AIM listed anthracite coal mining company operating in Pennsylvania, USA, announces that the Ordinary Shares of the Company have been suspended from trading on AIM as of 7:30 a.m. today. This is due to the Company contemplating a potential acquisition of a company with anthracite mining operations in Pennsylvania that would be deemed to be a reverse takeover under the AIM Rules. Further details of the potential acquisition can be found in a Circular which is due to be posted to Shareholders today, extracts of which can be found below.
The Directors currently believe that this potential acquisition is in the best interests of the Company. However, the Directors do not consider the significant expense and timeline associated with a reverse takeover to represent an efficient or cost effective way for Atlantic Coal to pursue its acquisition strategy.
As announced by the Company on 2 December 2015, the Board has received a notice requisitioning a general meeting of the Company from Stuart James Thomas, who has a beneficial interest in approximately 7.7 per cent. of the Company's issued ordinary share capital. The proposed GM Resolutions seek Shareholders' approval to cancel the admission of the Ordinary Shares to trading on AIM. In addition, the GM Resolutions seek approval to change the Company's name to Atlantic Carbon Group plc.
After careful consideration the Board believe that it is in the best interests of the Company and Shareholders as a whole if the admission of the Company's Ordinary Shares to trading on AIM is cancelled. Accordingly, the Board believes that the GM Resolutions are in the best interests of Shareholders and urge all Shareholders to vote in favour of the GM Resolutions, particularly Resolution 1. Fuller details of why the Board support the GM Resolutions can be found further in the extracts from the Circular set out below.
The Directors intend to vote in favour of the GM Resolutions, and procure the same in respect of members of their respective families (as defined in the AIM Rules), in respect of the aggregate of 646,501,390 Ordinary Shares beneficially owned by the Directors and their connected persons (representing approximately 13.16 per cent. of the Company's issued ordinary share capital).
The AIM Rules for Companies require that completion of the potential acquisition is, amongst other things, conditional upon the publication of an AIM admission document containing a notice of general meeting of the Company and is subject to the approval of the Company's shareholders at such general meeting. Trading in the Ordinary Shares will remain suspended from trading on AIM, until an AIM admission document has been published or an announcement is made that the potential acquisition is not proceeding.
In light of the proposal to delist from AIM the Directors do not currently contemplate that an AIM admission document would be published in relation to the enlarged group, should the potential acquisition proceed. On that basis, unless the Company is in a position to make an announcement that the potential acquisition is not proceeding, the Ordinary Shares will remain suspended from trading on AIM up until Cancellation (should Shareholders vote in favour of Resolution 1) and there will therefore be no opportunity for Shareholders to deal in their Ordinary Shares on AIM before Cancellation.
The above summary should be read in conjunction with the full text of this announcement and the Circular (which includes a notice convening the General Meeting), which is being posted to Shareholders today and will also be made available to view shortly on the Company's website, www.atlanticcoal.com. Extracts from the circular are set out below.
Defined terms used in this announcement have the meaning as set out at the end of this announcement.
For further information on the Company, visit: www.atlanticcoal.com or contact:
Steve Best Atlantic Coal plc Tel: 0191 386 6392 Nick Naylor Allenby Capital Tel: 020 3328 Limited 5656 John Depasquale Allenby Capital Tel: 020 3328 Limited 5656 Alex Brearley Allenby Capital Tel: 020 3328 Limited 5656
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular)
EXPECTED TIMETABLE OF EVENTS
Dispatch of the Circular and 21 December 2015 Form of Proxy Latest time for receipt of 3 p.m. on 7 January Form of Proxy 2016 General Meeting 3 p.m. on 11 January 2016 Time and date of cancellation 7.00 a.m. on 21 of admission of the Ordinary January 2016 Shares to trading on AIM Change of name effective 24 January 2016
Notes:
Shareholders should note that with effect from 7.30 am on 21 December 2015, the Ordinary Shares were suspended from trading on AIM, due to the Company announcing that it was contemplating a potential acquisition that would be deemed to be a reverse takeover under the AIM Rules.
Each of the times and dates above is subject to change. Dates set after the General Meeting assume that the General Meeting is not adjourned and that Resolution 1 is passed. Any change to the above times and/or dates will be notified by an announcement on a Regulatory Information Service.
Unless otherwise stated, all references to time in this document are to London time.
LETTER FROM THE CHAIRMAN OF ATLANTIC COAL PLC
1. Introduction
I am writing to provide you with notice of a requisitioned general meeting of the Company, which is to be held at 3.00 p.m. at the Cornhill Room, 1 Royal Exchange, London EC3V 3LL on 11 January 2016.
This letter provides Shareholders with details of the GM Resolutions that are to be put to Shareholders at the GM, the background to the GM and sets out your Board's response to the GM Resolutions. The proposed GM Resolutions seek Shareholders' approval to cancel the admission of the Ordinary Shares to trading on AIM. In addition, the GM Resolutions seek approval to change the Company's name to Atlantic Carbon Group plc.
Your Board believes that the proposed GM Resolutions are in the best interest of the Company and Shareholders as a whole.
Accordingly, the Board strongly recommends that Shareholders vote in favour of the GM Resolutions at the forthcoming GM.
On 21 December 2015 the Ordinary Shares were suspended from trading on AIM as a result of the Company announcing that it is contemplating a potential acquisition that would be deemed to be a reverse takeover under the AIM Rules.
The AIM Rules require that completion of such potential acquisition is, amongst other things, conditional upon the publication of an AIM admission document containing a notice of general meeting of the Company's shareholders and is subject to the approval of the Company's shareholders at such general meeting.
Under the AIM Rules, the Ordinary Shares on AIM will remain suspended until either an AIM admission document has been published or an announcement is made by the Company stating that the potential acquisition is not proceeding.
2. The GM and GM Resolutions
As announced by the Company on 2 December 2015, the Board received a notice requisitioning a general meeting of the Company from Stuart James Thomas, who has a beneficial interest in approximately 7.7 per cent. of the Company's issued ordinary share capital as at the Latest Practicable Date. Mr Thomas is also a consultant to the Company in connection with acquisition opportunities and general services. The GM is being convened for the purpose of asking Shareholders to consider and, if thought fit, pass the GM Resolutions. The Notice of GM can be found at the end of this document.
The Board believes that the GM Resolutions are in the best interests of Shareholders and urge all Shareholders to vote in favour of the GM Resolutions, particularly Resolution 1. The Directors intend to vote in favour of the GM Resolutions, and procure the same in respect of members of their respective families (as defined in the AIM Rules), in respect of the aggregate of 646,501,390 Ordinary Shares beneficially owned by the Directors and their connected persons (representing approximately 13.16 per cent. of the Company's issued ordinary share capital). After careful consideration the Board, including myself, believe that it is in the best interests of the Company and Shareholders as a whole if the admission of the Company's Ordinary Shares to trading on AIM is cancelled. Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation.
Should Cancellation be approved by Shareholders at the GM, the Company intends to put in place a matched bargain settlement facility to be administered by Capita Asset Services which should facilitate Shareholders in buying and selling Ordinary Shares following Cancellation. Further information is provided below.
Pursuant to The AIM Rules Cancellation is conditional upon the approval of Resolution 1 by not less than 75 per cent of the votes cast, whether in person or by proxy, by shareholders in a general meeting.
The purpose of this letter is to explain why the Directors consider the GM Resolutions, in particular Resolution 1, to be in the best interests of the Company and its Shareholders as a whole and to recommend that Shareholders vote in favour of the GM Resolutions at the GM scheduled to take place at 3.00 p.m. on 11 January 2016, notice of which is enclosed at the end of this document.
Reasons the Board is supporting the GM Resolutions
Proposed delisting from AIM
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December 21, 2015 02:30 ET (07:30 GMT)
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