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KDR Karelian Diamond Resources Plc

2.15
0.00 (0.00%)
18 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Karelian Diamond Resources Plc LSE:KDR London Ordinary Share IE00BD09HK61 ORD EUR0.00025 (CDI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.15 2.00 2.30 2.15 2.15 2.15 92,767 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Misc Nonmtl Minrls, Ex Fuels 10k -291k 0.0000 N/A 156.98M

Karelian Diamond Res. Capital Reorganisation

17/11/2016 7:00am

UK Regulatory


 
TIDMKDR 
 
17 November 2016 
 
                        Karelian Diamond Resources Plc 
                           ("KDR" or the "Company") 
 
                        PROPOSED CAPITAL REORGANISATION 
 
INTRODUCTION 
 
The Company are proposing the Capital Reorganisation to be voted on by 
Shareholders at the Annual General Meeting of the Company to be held at 12.00 
noon. on 9 December 2016.  Notice of the AGM, which includes details of the 
Special Resolution, and a form of proxy for use at the AGM have today been 
posted to Shareholders. The Special Resolution will be passed if at least 75 
per cent. of the votes cast are in favour.  A copy of the Circular has been 
published on the Company's website. 
 
 BACKGROUND TO AND REASONS FOR THE PROPOSED REORGANISATION 
 
The Company's Ordinary Shares have recently traded at a discount to their 
nominal value of EUR0.01. As the Company cannot issue shares at a discount to the 
nominal value, the Board is proposing the Capital Reorganisation. Accordingly, 
Shareholders will be asked at the AGM to approve a sub-division of the 
Company's Existing Ordinary Shares which will have the effect of reducing the 
nominal value of the issued and unissued ordinary share capital of the Company. 
 
The Capital Reorganisation involves subdividing each issued Existing Ordinary 
Share of EUR0.01 each into one Ordinary Share of EUR0.00001 each and one Deferred 
Share of EUR0.00999 each and sub-dividing each of the unissued Existing Ordinary 
Shares into 1,000 Ordinary Shares of EUR0.00001. Immediately following the 
Capital Reorganisation, each existing Shareholder will hold 1 New Ordinary 
Share and 1 Deferred Shares in place of each Existing Ordinary Share. Existing 
certificates representing the Existing Ordinary Shares will remain valid. No 
share certificates will be issued for the Deferred Shares. 
 
Following the Capital Reorganisation, and assuming no further Existing Ordinary 
Shares are issued between the date of this Circular and the Capital 
Reorganisation becoming effective, the issued share capital will comprise 
317,785,034 Ordinary Shares and 317,785,034 Deferred Shares, and the value of 
the paid-up share capital will remain EUR3,177,850.34. 
 
DEFERRED SHARES 
 
The Deferred Shares will have no right to vote, attend or speak at general 
meetings of the Company and will have no right to receive any dividend or other 
distribution and will have only limited rights to participate in any return of 
capital on a winding-up or liquidation of the Company, which will be of no 
material value. No application will be made to the London Stock Exchange or the 
Irish Stock Exchange for admission of the Deferred Shares to trading on AIM or 
the ESM.  The New Ordinary Shares will retain all the rights of the Existing 
Ordinary Shares. 
 
RECOMMENDATION 
 
The Directors consider Capital Reorganisation to be in the best interests of 
the Company and of Shareholders as a whole. Accordingly, the Directors 
unanimously recommend that Shareholders vote in favour of the Special 
Resolution to be proposed at the Annual General Meeting, as they intend to do 
in respect of their own beneficial holdings of 88,176,010 Existing Ordinary 
Shares representing 27.75 per cent. of the Existing Ordinary Shares in issue. 
 
Further Information: 
 
Professor Richard Conroy, Chairman, Karelian Diamond     Tel: +353-1-661-8958 
Resources plc 
 
David Hart / James Thomas / Nick Harriss, Allenby        Tel: +44-20-3328-5656 
Capital Limited (Nomad) 
 
Ger Heffernan / Jan Fitzell, IBI Corporate Finance       Tel: +353-7662-34800 
Limited (ESM Adviser) 
 
Jon Belliss / Elliot Hance, Beaufort Securities Limited  Tel: +44-20-7382-8300 
(Broker) 
 
Michael Padley, Lothbury Financial Services Limited      Tel: +44-20-3290-0707 
 
Don Hall, Hall Communications                            Tel: +353-1-660-9377 
 
www.kareliandiamondresources.com 
 
DEFINITIONS 
 
The following definitions apply throughout this document, unless the context 
otherwise requires: 
 
"AIM"                                  the AIM Market, a market operated by 
                                       London Stock Exchange; 
 
"Annual General Meeting" or "AGM"      the Annual General Meeting of the 
                                       Company to be held on 9 December 2016 
                                       at 12.00 noon, notice of which 
                                       accompanies the Circular; 
 
"Board" or "Directors"                 the board of directors of the Company; 
 
"Capital Reorganisation"               the sub-division and reclassification 
                                       of each of the Existing Ordinary 
                                       Shares in issue into one New Ordinary 
                                       Share and one Deferred Share; 
 
"Circular"                             this circular to Shareholders of the 
                                       Company; 
 
"Companies Act" or "Act"               the Companies Act 2014; 
 
"Company" or "Karelian"                Karelian Diamond Resources plc; 
 
"Deferred Shares"                      the deferred shares of EUR0.00999 each 
                                       in the capital of the Company to be 
                                       created by the Special Resolution; 
 
"ESM"                                  the Enterprise Securities Market, a 
                                       market operated by The Irish Stock 
                                       Exchange; 
 
"Existing Ordinary Shares"             the existing ordinary shares of EUR0.01 
                                       each in the capital of the Company; 
 
"Form of Proxy"                        the form of proxy for use at the 
                                       Annual General Meeting enclosed with 
                                       this Circular; 
 
"Irish Stock Exchange"                 the Irish Stock Exchange Limited; 
 
"London Stock Exchange"                the London Stock Exchange plc; 
 
"New Ordinary Shares"                  the new ordinary shares of EUR0.00001 
                                       each in the capital of the Company 
                                       following the Capital Reorganisation 
 
"Shareholders"                         holders of Existing Ordinary Shares 
 
"Special Resolution"                   the special resolution to be proposed 
                                       at the Annual General 
                                       Meeting being Resolution No.4 in the 
                                       Notice of the Annual General Meeting 
                                       dated 16 November 2016 
 
 
 
END 
 

(END) Dow Jones Newswires

November 17, 2016 02:00 ET (07:00 GMT)

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