Share Name Share Symbol Market Type Share ISIN Share Description
Sirius Minerals LSE:SXX London Ordinary Share GB00B0DG3H29 ORD 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.75p -2.88% 25.25p 25.00p 25.50p 26.75p 24.75p 26.25p 54,960,505.00 16:35:07
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 0.0 -23.4 -0.9 - 1,051.54

Sirius Minerals Plc Results of General Meeting

24/11/2016 12:39pm

UK Regulatory (RNS & others)


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RNS Number : 0928Q

Sirius Minerals Plc

24 November 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section.

24 November 2016

Sirius Minerals Plc

Results of General Meeting

Sirius Minerals Plc (the "Company") previously announced on 3 November 2016 the publication of a Circular in connection with a General Meeting of the Company, to be held at 11.00 am on 24 November 2016 at De Vere West One, 9-10 Portland Pl, Marylebone, London W1B 1PR, United Kingdom.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of 2 November 2016.

The Company announces that the Resolutions as set out in the notice of the General Meeting appended to the Circular were passed at its General Meeting held today. A poll was conducted on each Resolution proposed at the General Meeting and the number of votes cast for and against each of the Resolutions, and the number of votes withheld, are detailed below.

Russell Scrimshaw, Chairman, commented:

"Today's successful General Meeting concludes the Stage 1 Financing and delivers a major milestone for Sirius Minerals. The financing has taken a huge amount of work and dedication from everyone at the Company and also from those that support our business. We are now focussed on the construction programme ahead and the path to first production for our North Yorkshire polyhalite project.

"I would like to thank our management team for their immense efforts in putting in place a financing package that is the second-largest UK mining equity issue on the London Stock Exchange since 2012 and the largest convertible bond to be issued by an AIM company.

"This has been an outstanding result for Sirius, but we believe it only represents the end of the beginning. I would like to thank all of our shareholders and supporters, old and new, in getting us to this point and look forward to their ongoing support as we seek to achieve further significant project development progress in the months and years ahead."

 
      Resolution                               For             %       Against     %      Withheld*   Total Votes Cast 
---  ---------------------------------------  --------------  ------  ----------  -----  ----------  ----------------- 
      To authorise the Directors to allot 
       shares and/or grant rights to 
       subscribe for, or convert 
       any security into, shares up to an 
       aggregate nominal amount of 
       GBP9,259,139 in connection 
       with the Firm Placing and Placing and 
       Open Offer, the Royalty Financing 
       Ordinary Shares in 
       connection with the Royalty Financing 
       and the issuance of the Convertible 
       Bonds and upon each 
 1     Convertible Bond Conversion.            1,101,962,827   99.59   4,483,853   0.41   130,013    1,106,576,693 
---  ---------------------------------------  --------------  ------  ----------  -----  ----------  ----------------- 
  Resolution                                   For             %       Against     %      Withheld*   Total Votes Cast 
 -------------------------------------------  --------------  ------  ----------  -----  ----------  ----------------- 
 2    To authorise the Directors to allot      1,101,623,251   99.59   4,589,173   0.41   324,702    1,106,537,126 
       shares and dis-apply pre-emption 
       rights in connection 
       with the Firm Placing and Placing and 
       Open Offer, the Royalty Financing 
       Ordinary Shares in 
       connection with the Royalty Financing 
       and the issuance of the Convertible 
       Bonds and upon each 
       Convertible Bond Conversion up to an 
       aggregate nominal amount of 
       GBP9,259,139.** 
---  ---------------------------------------  --------------  ------  ----------  -----  ----------  ----------------- 
 

* A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

** Passed as a special resolution.

The Firm Placing and Placing and Open Offer are conditional on (i) the Resolutions being passed at the General Meeting and (ii) the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission. The conditions contained in the Placing and Open Offer Agreement include, inter alia, (i) the Royalty Financing Agreement (which comprises a US$250 million royalty purchase amount and a US$50 million equity subscription) not having been terminated prior to Admission, (ii) the Subscription Agreement in connection with the Convertible Bond Offering having been entered into and not having been terminated prior to Admission, and (iii) Admission becoming effective by not later than 8.00 am on 29 November 2016 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

Application will be made to the London Stock Exchange for the New Ordinary Shares issued in connection with the Firm Placing and Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 am on 28 November 2016.

Copies of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

The total number of Ordinary Shares in issue at the record date and time for voting is 2,313,619,115. Proxy appointments were received from shareholders holding 1,105,942,160 and 1,105,902,593 Ordinary Shares for resolutions one and two respectively, representing 47.80 and 47.79 per cent of the issued share capital.

Next steps

Preparation works including further geotechnical studies on site are due to begin immediately. Highways improvements are scheduled to begin in the new year, with the detailed site preparation works targeted for quarter two next year. There will be a gradual ramp up of construction related activity and the Company intends to update the market accordingly and at regular intervals in the future.

This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 1 Financing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.

For further information, please contact:

 
 Sirius Minerals Plc         Tristan Pottas                     Tel: +44 845 
  Investor Relations          Email: ir@siriusminerals.com          524 0247 
  Manager 
-------------------------  -------------------------------  ---------------- 
 Joint Bookrunner                                                Tel: +44 20 
  J.P. Morgan Cazenove        Ben Davies, Jamie                    7742 4000 
                              Riddell, Charlie 
  Joint Bookrunner and        Pretzlik, James 
  NOMAD                       Deal                               Tel: +44 20 
  Liberum Capital Limited                                          3100 2222 
                              Clayton Bush, 
                              Neil Elliot, 
                              Steve Tredget, 
                              Jill Li 
 
 Co-Lead Managers 
  WH Ireland                  Adrian Hadden                      Tel: +44 20 
  Shore Capital               Jerry Keen, Mark                     7220 1666 
                              Percy                                [Tel: +44 
                                                               20 7468 7964] 
-------------------------  -------------------------------  ---------------- 
 Media Enquiries                                                 Tel: +44 20 
  Tavistock                   Jos Simson, Mike                     7920 3150 
                              Bartlett, 
                              Emily Fenton 
-------------------------  -------------------------------  ---------------- 
 

About Sirius Minerals Plc

Sirius Minerals Plc is a fertilizer development company focused on the development of its North Yorkshire polyhalite project, located in North Yorkshire, United Kingdom. It believes the Project represents the world's largest high-grade known deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. Incorporated in 2003, Sirius Minerals Plc's shares are traded on the London Stock Exchange's AIM market. Further information on the Company can be found at: www.siriusminerals.com.

Important notice

Forward-looking statements

This announcement contains forward-looking statements. None of the Company, the Directors, the Joint Bookrunners or the Co-Lead Managers undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any Excluded Territory or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded Territory or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of any national resident or citizen of any Excluded Territory. This announcement does not constitute an extension into the United States of the offer mentioned in this announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR Holder. Subject to certain exceptions, no action has been taken by the Company or by the Joint Bookrunners that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement in the Excluded Territories or any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made in any Excluded Territory or elsewhere.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or the Co-Lead Managers or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA, and the PRA, and Liberum, Shore Capital and W.H. Ireland, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Firm Placing and Placing and Open Offer and Admission, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Firm Placing and Placing and Open Offer or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Firm Placing and Placing and Open Offer or Admission or any other matter referred to in this announcement.

The New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than on AIM, a market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 24, 2016 07:39 ET (12:39 GMT)

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