Amedeo Resources PLC Proposed Cancellation and Notice of GM (6846I)

TIDMAMED

RNS Number : 6846I

Amedeo Resources PLC

28 November 2018

The information contained within this announcement is deemed by the Company to

constitute inside information as stipulated under the Market Abuse Regulations (EU)

No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory

Information Service ("RIS"), this inside information is now considered to be in the

public domain.

28 November 2018

AMEDEO RESOURCES PLC

("Amedeo" or the "Company")

Proposed cancellation of admission to trading on AIM

Sub-division of the share capital

Notice of General Meeting

Amedeo Resources Plc, the investment company whose policy is to invest principally, but not exclusively, in the resources and resources infrastructure and asset sector, announces the Company's proposed cancellation from trading on AIM ("Cancellation"), as the Company has decided to seek Shareholders' approval to cancel the admission of the Ordinary Shares to trading on AIM pursuant to Rule 41 of the AIM Rules.

The Directors consider the Cancellation to be in the best interest of Shareholders, after considering, amongst other things, the costs of maintaining trading in the Ordinary Shares on AIM and the limited liquidity in the Ordinary Shares.

The Ordinary Shares will continue to be admitted to trading on AIM, prior to the Cancellation.

The Company will today post to Shareholders a circular (the "Circular") in connection with Cancellation containing a notice convening a general meeting of the Company (the "GM") to be held at 2.00 p.m. on 17 December 2018 at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS.

Defined terms used in this announcement have the meaning set out at the end of this announcement and as in the Circular.

Enquiries:

 
 Amedeo Resources Plc                          Tel: [phone] 
                                                8304 
 Glen Lau (Chief Executive Officer) 
 Zafar Karim (Interim Chairman and Executive 
  Director) 
 
 
 Arden Partners Plc (Nominated Adviser         Tel: [phone] 
  and Broker)                                   5900 
 Ciaran Walsh 
 Ruari McGirr 
 Alex Penney 
 

EXTRACTS FROM THE CIRCULAR

The following has been extracted without amendment from, and should be read in conjunction with, the Circular dated 28 November 2018, which will be available shortly from the Company's website: www.amedeoresources.com.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1, 2)

 
 Notice provided to the London Stock Exchange    28 November 2018 
  to notify it of the proposed Cancellation 
 Publication and posting of the Circular         28 November 2018 
  and Form of Proxy to Shareholders 
 Latest time and date for receipt of completed   2 p.m. on 13 December 
  Forms of Proxy in respect of the General        2018 
  Meeting 
 Time and date of the General Meeting            2 p.m. on 17 December 
                                                  2018 
 Expected last day of dealings in Ordinary       28 December 2018 
  Shares on AIM 
 Expected time and date of Cancellation(3)       7.00 a.m. on 31 
                                                  December 2018 
 Sub-division effective from ("Record Date"),    6.00 p.m. on 31 
  conditional on Cancellation                     December 2018 
 
   1.   All of the times referred to in the Circular refer to London time, unless otherwise stated. 

2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

3. The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

Introduction

The Directors have concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out in Part II of the Circular.

The Company is seeking Shareholders' approval of the Cancellation Resolution, at the General Meeting, which has been convened for 2 p.m. on 17 December 2018 at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 31 December 2018.

The purpose of the Circular is to seek Shareholders' approval for the Resolutions, to provide information on the background and reasons for Cancellation and Sub-division, and to explain the consequences of the Cancellation and Sub-division and why the Directors unanimously consider the Cancellation and Sub-division to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out in Part II of the Circular.

Background and reasons for Cancellation and Sub-division

The Directors have conducted a review of the benefits and drawbacks to the Company and its Shareholders in retaining its quotation on AIM, and believe that Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors, amongst others:

-- the Directors believe that the performance of the Company's share price has been disappointing for a considerable period of time. As at the date of the Company's interim statement, 30 June 2018, the net assets of the Company were approximately US$18.8 million; as at 31 December 2017 the net assets of the Company were approximately US$19.0 million; but from 1 January 2017 to close of business on 23 November 2018, the market capitalisation of the Company has been below GBP9 million (approximately US$11.5 million at the Exchange Rate) and an average of only approximately GBP4.6 million (approximately US$5.9 at the Exchange Rate). The market capitalisation of the Company on close of business on 23 November 2018 was approximately GBP2.9 million (approximately US$3.8 million at the Exchange Rate);

-- the Major Shareholder holds, in total, approximately 61.1 per cent. of the Company's current issued share capital, resulting in limited liquidity in the Ordinary Shares with the consequence that the AIM listing of the Ordinary Shares does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market; and

-- the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company. It is estimated that Cancellation will reduce the Company's recurring administrative costs by at least GBP100,000 per annum, and these sums can be better spent growing the business.

Following careful consideration, the Directors believe that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity.

Amedeo is unable to issue shares for less than the nominal value of its Existing Ordinary Shares. As Amedeo's share price has recently been trading below the nominal value, Amedeo may not be able to raise funds as opportunities present themselves without the Sub-division.

Accordingly, the objective of the Sub-division is to reduce the nominal value per ordinary share in the capital of Amedeo.

Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least 5 clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 28 December 2018 and that the Cancellation will take effect at 7.00 a.m. on 31 December 2018.

The principal effects of the Cancellation will be that:

-- there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares and no other recognised market or trading facility is intended to be put in place to facilitate the trading of the Ordinary Shares;

-- while the Ordinary Shares will remain freely transferrable, it is possible that the liquidity and marketability of the Ordinary Shares will, in the future, be even more constrained than at present and the value of such shares may be adversely affected as a consequence;

-- in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

-- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

-- Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

-- the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

   --      Arden will cease to be nominated adviser and broker to the Company; 

-- whilst the Company's CREST facility will remain in place post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST. In this instance, Shareholders who hold Ordinary Shares in CREST will receive share certificates; and

-- the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The Company will remain registered with the Registrar of Companies in England & Wales in accordance with and subject to the Companies Act 2006 (the "Law"), notwithstanding the Cancellation. Shareholders should also note that the Takeover Code will continue to apply to the Company following the Cancellation for the period of at least 10 years from the date of Cancellation (although it should also be noted that, as the Major Shareholder owns in excess of 50 per cent. of the existing Ordinary Shares, it is free to acquire further Ordinary Shares without incurring any obligation under Rule 9 of the Takeover Code).

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends to continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company. The Company will:

-- continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Law;

   --      continue to hold annual general meetings; and 
   --      continue, for at least 12 months following the Cancellation, to maintain its website, https://www.amedeoresources.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as required by the AIM Rules. 

In addition, the Company confirms that there is currently no intention to change the existing Directors following the Cancellation.

Effect of the Sub-division

Conditional on passing Resolution 1 to be proposed at the General Meeting the New Ordinary Shares created as a result of the Sub-division will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights. The Sub-division is conditional on the Cancellation.

The issued share capital of the Company immediately following the Sub-division is expected to comprise 32,653,843 New Ordinary Shares of 1 pence each in nominal value, and 370,728,975 Deferred Shares of 0.9 pence each.

No new share certificates will be issued in respect of the New Ordinary Shares and existing share certificates for the Ordinary Shares will remain valid. No share certificates will be issued in respect of the Deferred Shares.

Transaction in the Ordinary Shares prior to and post the proposed Cancellation

Prior to Cancellation

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to Cancellation.

Dealing and settlement arrangements

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation. Accordingly, the Board intends to put in place an internal process that will allow Shareholders or persons wishing to acquire or sell Ordinary Shares to leave an indication that they are prepared to buy or sell at an agreed price. The Company will then use its reasonable endeavours to contact those parties that are willing to buy and sell in order that they may discuss effecting the bargain.

Once such a procedure has been put in place details will be made available to Shareholders on the Company's website (www.amedeoresources.com). It is expected that this will take place shortly after the Cancellation.

Transfers of interests in Ordinary Shares in certificated form should be sent to the Company Secretary, Temple Company Secretarial Limited, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT. Existing share certificates will remain valid post Cancellation and Sub-division.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 28 December 2018 and that the effective date of the Cancellation will be 31 December 2018.

Current Trading, Strategy and Prospects

Since the interim results for the six months ended 30 June 2018 and published on 25 September 2018, Jiangsu Yangzijiang Offshore Engineering Co. Ltd ("YZJ Offshore") continued to market its first completed rig, a Le Tourneau Super 116E Class design self-elevating mobile offshore jack up drilling rig and continued to seek new orders. The market, however, remains soft with the rig still available for sale and no new orders obtained. The oil price recently reached a peak of above US$80 but has since declined to below US$60 which has negatively impacted the rig market. YZJ Offshore, however, continues to execute work related to LNG tankers. It has also reduced its workforce to keep down costs. MGR Resources Pte continues to be active in the iron ore market and the Company continues to hold its 2.5% stake in Ganjine Kani Company. However, in light of the current political and regulatory situation, the investment is under review. Post Cancellation, the Company intends to continue to follow its current investing policy.

Process for Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out in Part II of the Circular contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Directors have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 31 December 2018. Accordingly, if the Cancellation Resolution is passed the Cancellation will become effective at 7.00 a.m. on 31 December 2018. If the Cancellation becomes effective, Arden will cease to be nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

General Meeting

The General Meeting will be held at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS commencing at 2 p.m. on 17 December 2018.

Action to be taken

You will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, you are requested to complete and return the Form of Proxy to the Company Secretary, Temple Company Secretarial Limited, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT, in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than 2 p.m. on 13 December 2018. Completion and return of a Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.

Recommendation

The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of the Resolutions at the General Meeting.

DEFINITIONS

The following definitions apply throughout this announcement and the Circular, unless the context requires otherwise:

 
 "AIM"                       AIM, the market operated by the London Stock 
                              Exchange; 
 "AIM Rules"                 the rules and guidance for companies whose 
                              shares are admitted to trading on AIM entitled 
                              "AIM Rules for Companies" published by the 
                              London Stock Exchange, as amended from time 
                              to time; 
 Arden                       Arden Partners Plc; 
 "Articles"                  the articles of association of the Company 
                              as amended from time to time; 
 "Business Day"              a day (excluding Saturday, Sunday and public 
                              holidays in England and Wales) on which banks 
                              are generally open for business in London 
                              for the transaction of normal banking business; 
 "Cancellation"              the cancellation of admission of the Ordinary 
                              Shares to trading on AIM in accordance with 
                              Rule 41 of the AIM Rules, subject to passing 
                              of the Cancellation Resolution; 
 "Cancellation Resolution"   Resolution number 2 to be proposed at the 
                              General Meeting; 
 "Company" or "Amedeo"       Amedeo Resources Plc, a company incorporated 
                              in England and Wales with registered number 
                              05216336; 
 "CREST"                     the relevant system (as defined in the CREST 
                              Regulations) in respect of which Euroclear 

                              is the operator (as defined in those regulations); 
 "CREST Regulations"         the Uncertificated Securities Regulations 
                              2001 (SI2001/3755), as amended; 
 "Deferred Shares"           deferred ordinary shares of 0.9p each in 
                              the capital of the Company, and "Deferred 
                              Share" means any one of them; 
 "Directors" or              the directors of the Company, whose names 
  "Board"                     are set out on page 5 of the Circular. The 
                              Board comprises the directors at any time 
                              or the directors present at a duly convened 
                              meeting at which a quorum is present or, 
                              as the case may be, the directors assembled 
                              as a committee of such Board; 
 "Disclosure Guidance        the disclosure rules and transparency rules 
  and Transparency            made by the UK Financial Conduct Authority 
  Rules"                      pursuant to section 73A of FSMA; 
 "Exchange Rate"             an exchange rate of GBP: US$1.28165, taken 
                              from www.xe.com as at 00.00 on 24 November 
                              2018; 
 "Existing Ordinary          ordinary shares of 10p each in the capital 
  Shares"                     of the Company, and "Existing Ordinary Share" 
                              means any one of them; 
 "Form of Proxy"             the form of proxy enclosed with the Circular 
                              for use at the General Meeting or at any 
                              adjournment thereof; 
 "FSMA"                      the Financial Services and Markets Act 2000 
                              as amended; 
 "General Meeting"           the General Meeting of the Company convened 
                              for 2 p.m. on 17 December 2018 and any adjournment 
                              thereof, notice of which is set out at the 
                              end of the Circular; 
 "London Stock Exchange"     London Stock Exchange Plc; 
 "Major Shareholder"         Qatar Investment Corporation, a company incorporated 
                              in the Federation Territory of Labuan, Malaysia 
                              with registered number LL08493; 
 "New Ordinary Shares"       ordinary shares of 1p each in the capital 
                              of the Company, and "New Ordinary Share" 
                              means any one of them; 
 "Notice of General          the notice of General Meeting which is set 
  Meeting" or "Notice"        out in Part II of the Circular; 
 "Ordinary Shares"           the Existing Ordinary Shares or New Ordinary 
                              Shares as the content requires; 
 "Registrars"                Link Asset Services, a trading name of Link 
                              Market Services Limited; 
 "Regulatory Information     has the meaning given to it in the AIM Rules 
  Service"                    for any of the services approved by the London 
                              Stock Exchange for the distribution of AIM 
                              announcements and included within the list 
                              maintained on the website of the London Stock 
                              Exchange; 
 "Resolutions"               the resolutions to be proposed at the General 
                              Meeting in the form set out in the Notice 
                              of General Meeting; 
 "Shareholders"              holders of Ordinary Shares from time to time 
                              and "Shareholder" means any one of them; 
 "Sub-division"              the proposed sub-division of the Company's 
                              Existing Ordinary Shares pursuant to which 
                              every Existing Ordinary Share will be sub-divided 
                              into 1 New Ordinary Share and 10 Deferred 
                              Shares pursuant to Resolution 1 as set out 
                              in the Notice of General Meeting; 
 "Takeover Code"             the City Code on Takeovers and Mergers; and 
 "United Kingdom"            the United Kingdom of Great Britain and Northern 
  or "UK"                     Ireland. 
 A reference to "GBP" is to pounds sterling, being the lawful 
  currency of the UK. 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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November 28, 2018 02:01 ET (07:01 GMT)