Alexander Mining PLC Result of General Meeting (1967Z)

TIDMAXM

RNS Number : 1967Z

Alexander Mining PLC

08 January 2020

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF ALEXANDER MINING PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Alexander Mining plc

("Alexander" or the "Company")

Result of General Meeting

On 20 December 2019, Alexander announced the proposed acquisition of eLight Group Holdings Ltd ("eLight") for a total of GBP6.6 million, to be satisfied by the issue of the Consideration Shares at the Issue Price.

The acquisition was conditional, inter alia, on shareholder approval, and constituted a reverse takeover under the AIM Rules. Upon completion, the Company will be renamed eEnergy Group plc and its new ticker symbol will be "EAAS".

General Meeting

Alexander is pleased to announce that, at the General Meeting held earlier today, all resolutions were duly passed, and that the acquisition of eLight is subject only to Admission, which is expected to take place at 8.00 a.m. on Thursday 9 January 2020.

Resolution numbered 1 in the Notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under the Rule 9 of the Takeover Code, was passed on a poll with 616,464,833 votes of Independent Shareholders in favour and 12,397,225 votes against.

Change of Name

As a result of the Resolutions having been passed at the General Meeting, Alexander will, upon Admission, change its name to eEnergy Group plc.

Consolidation

As a result of the passing of the Resolutions, the Consolidation will become effective as of 6.00 p.m. today and accordingly every 75,000 Existing Ordinary Shares in the issued share capital of the Company at the Record Date be consolidated into one Consolidated Ordinary Share and then each Consolidated Ordinary Share be sub-divided into 250 New Ordinary Shares having the rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares in the capital of the Company as set out in the New Articles.

Change of website

Following Admission, the website of the Company will change to www.eenergyplc.com.

Placing

As announced on 20 December 2019, Alexander has raised GBP2 million (before expenses) through a conditional placing of 26,666,667 Placing Shares at 7.5 pence per New Ordinary Share, which will be used to finance the development of eLight and for working capital needs associated with the anticipated growth in revenue.

Admission

Alexander has applied to the London Stock Exchange for the Admission of the Enlarged Ordinary Share Capital comprising 130,926,167 New Ordinary Shares to trading on AIM. Admission is expected to become effective and dealings on AIM in the New Ordinary Shares are expected to commence at 8.00 a.m. on 9 January 2020.

The New Ordinary Shares will be traded under the ticker "EAAS" and with the ISIN number GB00BJP1KD31. The figure of 130,926,167 Ordinary Shares may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Board Changes

On Admission, Harvey Sinclair, David Nicholl, Richard Williams and Andrew Lawley will join the Board and all of the Existing Directors will resign from the Board other than Nigel Burton.

MetaLeach Disposal

As a result of the Resolutions having been passed at the General Meeting, the Company will proceed with the Disposal of the MetaLeach Assets as set out in the Admission Document. A further announcement will be made in due course.

Terms and expressions used in this announcement shall, unless defined herein or unless the context otherwise requires, have the meaning ascribed to them in the Admission Document published by the Company on 20 December 2019.

Enquiries:

 
 
   Alexander Mining plc 
    Tel: [phone] 
    Martin Rosser 
    Chief Executive 
    Mobile: [phone] 
    Email: [e-mail] 
    Website: www.alexandermining.com 
 
    eEnergy Group plc 
    Tel: [phone] 
    Harvey Sinclair 
    Chief Executive Officer 
    Email: [e-mail] 
    Website: www.eenergyplc.com 
 
   Cairn Financial Advisers LLP 
    Sandy Jamieson/James Caithie 
    Tel: [phone] 
 
    Turner Pope Investments (TPI) Ltd. 
    Andy Thacker 
    Zoe Alexander 
    Tel: [phone] 
 
    Newgate Communications 
    Giles Croot / Robin Tozer 
    Tel: [phone] 
    Email: [e-mail] 
 

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January 08, 2020 10:14 ET (15:14 GMT)