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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Neptune Min | LSE:NPM | London | Ordinary Share | GB00B0LHS387 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.125 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Notice of General Meeting and Cancellation of Trading on AIM FOR IMMEDIATE RELEASE 30 December 2008 NEPTUNE MINERALS PLC Notice of Annual General Meeting Neptune Minerals plc ("the Company") announces that the Company's Annual General Meeting ("AGM") will be held on 30 January 2009, commencing at 11am at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP. The Notice of AGM is being posted to shareholders along with a letter from the Chairman. Extracts are set out below and copies are available at the Company's website at: www.neptuneminerals.com Cancellation of Trading on AIM One of the Resolutions to be put to Neptune Minerals shareholders ("Shareholder") at the AGM is to request their approval for the cancellation of the admission of the Company's ordinary fully paid shares ("Shares") to trading on the AIM market of the London Stock Exchange plc ("AIM") (the "Cancellation"). After due consideration, the Board has concluded that there is little prospect, in the current poor investment climate, of raising working capital through AIM and, furthermore, that the ongoing costs and administrative requirements of maintaining an AIM listing outweigh the benefits gained from retaining it. The Board concluded that it is in the best interests of the Company and of all the Shareholders to cancel the Company's listing on AIM and secure additional funding from private equity investors. If Shareholders wish to sell their Shares on AIM they must do so prior to the cancellation becoming effective. Following cancellation, the Company's Shareholders will have to effect any further transactions in the Company's Shares off market at a price to be agreed between the relevant parties. If Shareholders approve the Cancellation at the AGM, the effective date for the proposed Cancellation is 7.00am UK time on 9 February 2009. For further information please contact: Simon McDonald (Neptune MD and CEO): T: +61 (0) 2 9957 5244 By email to the Company info@nepmins.com Fiona Owen (Grant Thornton UK LLP, Nomad): T: +44 (0) 20 7383 5100 Rozanne Ichikowitz (Grant Thornton, Sydney): T: +61 (0) 2 8297 2522 Daniel Fox-Davies (Fox Davies Capital T: +44 (0) 20 7936 5230 Limited, Broker): Nadja Vetter/Sofia Rehman/Matthew Law (Cardew T: +44 (0) 20 7930 0777 Group, PR): T: +44 (0) 7941 340 436 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Neptune Minerals Plc ("the Company") will be held on 30 January 2009 at 11.00 am at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP for the purpose of considering and, if thought fit, passing the following resolutions: As ordinary business: 1. That the financial statements of the Company for the period ended 30 June 2008 together with the Reports of the Directors and Auditors be received and adopted. 2. That Mazars LLP of 3 Sheldon Square, London be re-appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that their remuneration be fixed by the Directors. 3. To re-elect John Feenan, who retires by rotation in accordance with the Company's Articles of Association, as a Director of the Company. 4. To elect Richard Gorton, who was appointed as a Director since the last Annual General Meeting, as a Director of the Company. As special business: Ordinary resolution 5. That the Directors be and they are hereby generally and unconditionally authorized in accordance with the Companies Act 1985 (the "Act") to exercise all powers of the Company to allot relevant securities within the meaning of Section 80 of the Act up to the aggregate nominal amount of the authorised but unissued share capital of the Company immediately following the passing of this resolution, provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors pursuant to Section 80 of the Act and shall expire on the date 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, unless such authority is renewed, varied, or revoked by the Company in general meeting, save that the Company may at any time before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired. Special Resolutions 6. That the Directors be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment pursuant to the general authority conferred on them by resolution 5 above (as varied from time to time by the Company in general meeting) provided that such power shall be limited to: (a) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised stock exchange or regulatory body in any territory or otherwise; (b) the allotment of options, conditional awards and performance shares of 0.5 pence each in the capital of the Company to the management and employees, Directors and consultants of the Company pursuant to the Company's Executive Incentive Plan and the subsequent allotment on conversion or, as appropriate, exercise of such performance shares, conditional awards or options into ordinary shares representing up to an aggregate 20 per cent of all of the issued ordinary share capital after conversion or (as appropriate) exercise of all options, conditional awards and performance shares issued under the Executive Incentive Plan; and (c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate nominal amount of £66,500 representing approximately 20 per cent of the issued ordinary share capital of the Company and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the Directors pursuant to Section 95 of the Act and shall expire on the date 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, unless such power is renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. 7. That the Articles of Association produced to the meeting and initialed by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Articles of Association. 8. To consider and, if thought fit, pass the following resolution: In accordance with Listing Rule 41 of the AIM Market the admission of the Company's Ordinary Shares on the AIM Market of the London Stock Exchange be cancelled. By Order of the Board Simon McDonald Chief Executive Officer and Executive Director 30 December 2008 Chairman's Letter to Shareholders Dear Shareholder, Neptune Minerals Plc - Annual General Meeting I enclose a notice to convene the third Annual General Meeting of Neptune Minerals Plc ("Neptune") to be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP at 11.00am on 30th January, 2009. A map showing the location of the AGM is also enclosed, together with your proxy form. I set out below some background on Resolutions 3 to 8. Resolution 3 Neptune's Articles of Association require one-third of the Board to retire by rotation at each Annual General Meeting. The retiring Director may offer himself up for re-election. John Feenan is therefore retiring by rotation in accordance with the Articles and standing for re-election. Resolution 4 Richard Gorton was appointed by the Board on 5 May 2008 as a Non Executive Director of the Company to fill the casual vacancy as a result of Mr. Vanderspuy's resignation. Mr. Gorton is therefore standing for election by shareholders as a Director of the Company. Resolutions 5 and 6 Resolution 5 authorise the Board of Neptune to issue equity securities up to the unissued authorised share capital of the Company. Resolution 6 authorises directors to allot for cash: * Securities pre-emptively to existing holders of securities; * Performance shares, conditional awards and options to the employees and management of Neptune; and * Securities up to the equivalent of 20% of Neptune's existing issued ordinary share capital. This gives the Board of Neptune some flexibility to issue a limited number of further equity securities for example, the issue of ordinary shares pursuant to a strategic placing, as well as ordinary shares or options to consultants or third parties. Resolution 7 Resolution 7 proposes the adoption of New Articles of Association, substantially in the form of the Company's previous Articles of Association, but updated to reflect changes in the law since the current Articles of Association were adopted. The changes are summarised below:- A. Articles which duplicate statutory provisions Provisions in the current articles which replicate provisions contained in the Companies Act 2006 are in the main amended to bring them into line with the Companies Act 2006. Certain examples of such provisions include provisions as to the form of resolutions, the variation of class rights, the requirement to keep accounting records and provisions regarding the period of notice required to convene general meetings. The main changes made to reflect this approach are detailed below. B. Form of resolution The current articles contain a provision that, where for any purpose an ordinary resolution is required, a special or extraordinary resolution is also effective and that, where an extraordinary resolution is required, a special resolution is also effective. This provision is being amended as the concept of extraordinary resolutions has not been retained under the Companies Act 2006. C. Convening general and annual general meetings The provisions in the current articles dealing with the convening of general meetings and the length of notice required to convene general meetings are being amended to conform to new provisions in the Companies Act 2006. In particular a general meeting to consider a special resolution can be convened on 14 days' notice whereas previously 21 days' notice was required. D. Votes of members Under the Companies Act 2006 proxies are entitled to vote on a show of hands whereas under the current articles proxies are only entitled to vote on a poll. The time limits for the appointment or termination of a proxy appointment have been altered by the Companies Act 2006 so that the articles cannot provide that they should be received more than 48 hours before the meeting or in the case of a poll taken more than 48 hours after the meeting, more than 24 hours before the time for the taking of a poll, with weekends and bank holidays being permitted to be excluded for this purpose. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share held by the shareholder. Multiple corporate representatives may be appointed (but if they purport to exercise their rights in different ways, then the power is treated as not being exercised). The new articles reflect all of these new provisions. E. Age of directors on appointment The current articles contain a provision requiring a director to stand for re-election if he has attained the age of 70 years or more. Such provision could now fall foul of the Employment Equality (Age) Regulations 2006 and so has been removed from the new articles. F. Conflicts of interest (new article 111) The Companies Act 2006 sets out directors' general duties which largely codify the existing law but with some changes. Under the Companies Act, from 1 October 2008 a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company's interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The Companies Act 2006 allows directors of public companies to authorise conflicts and potential conflicts, where appropriate, where the Articles of Association contain a provision to this effect. The Companies Act 2006 also allows the Articles of Association to contain other provisions for dealing with directors' conflicts of interest to avoid a breach of duty. The new articles give the directors authority to approve such situations. There are safeguards which will apply when directors decide whether to authorise a conflict or potential conflict. First, only directors who have no interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision the directors must act in a way they consider, in good faith, will be most likely to promote the company's success. It is also proposed that the Articles of Association be amended to contain provisions relating to confidential information, attendance at board meetings and availability of board papers to protect a director being in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the directors. It is the Board's intention to report annually on the Company's procedures for ensuring that the Board's powers to authorise conflicts are operated effectively. G. Provision for Employees on Cessation of Business The 2006 Act provides that the powers of the directors to make provision for a person employed or formerly employed by a company in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company, may be exercised by the directors or by the company in general meeting. However, if the power is to be exercised by the directors, the Articles of Association must include a provision to this effect. It is proposed to amend the Articles to give effect to this. H. Records to be kept The provision in the current articles requiring the Board to keep accounting records has been removed as this requirement is contained in the Companies Act 2006. I. Directors' indemnities The Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify directors and to fund expenditure incurred in connection with certain actions against directors. Resolution 8 The Company is today announcing that it seeks shareholder approval to cancel the admission of the Company's Ordinary Shares to trading on AIM (the "Cancellation"). This letter sets out the background to - and reasons for the proposed Cancellation; why your Board believes it to be in the best interests of all Shareholders; and includes a recommendation from the Directors. The Ordinary Shares were admitted to trading via an introduction on AIM in October 2005. The Company sought admission for its shares in order to access capital markets for proposed exploration work on its granted licences. Since Admission, there has been very little liquidity in the Company's shares. Additionally, attempts to access further UK-based institutional investors for a secondary capital raising to fund ongoing working capital and exploration work have been unsuccessful. As a result, the Board has undertaken a review of its need to raise additional funding and the associated costs and benefits to the Company and its shareholders of continuing to be traded on AIM. The chief factors considered were that: a) The costs and regulatory requirements associated with maintaining admission to AIM are significant in relation to the Company's existing limited financial resources. Currently the existing annual costs associated with the listing, including regulatory costs, the retention of a UK based non-executive director, public relations and other associated costs, are approximately GBP150,000; b) The nature of the Company as a junior mining explorer has lead to a limited amount of liquidity in the Company's Ordinary Shares; c) Accessing secondary capital through conventional investor groups has proved difficult on AIM; and d) The Company has been in positive funding discussions with a number of parties. Further to these discussions, the Board has concluded that maintaining an AIM listing currently offers no material value to the Company and has not made it any easier to obtain funding. The Board believes that the depressed share price renders a realistic valuation of joint venture or investment participation more difficult. After due consideration, the Board has concluded that there is little prospect, in the current poor investment climate, of raising working capital through AIM and, furthermore, that the ongoing costs and administrative requirements of maintaining an AIM listing substantially outweigh the benefits gained from retaining it. The Board concluded that it is in the best interests of the Company and its Shareholders to cancel the listing on AIM and secure additional funding from private equity investors. Under the AIM Rules for Companies, the Cancellation can only be effected by the Company after securing shareholder approval of a resolution by Shareholders in a general meeting, and the expiration of a period of at least twenty business days from the date on which notice of the Cancellation is given. Shareholders should note that cancellation is likely to reduce significantly the liquidity and marketability of the Company's Ordinary Shares. Once Cancellation has taken effect, the Company's Shareholders will no longer be able to effect transactions in the Company's Ordinary Shares on market at the market price. Shareholders should note that the Company is currently not subject to the provisions of the Takeover Code, as its place of central management is not currently in the United Kingdom. If the Company's place of central management were to move to the United Kingdom, then the Takeover Code would then apply to the Company for a period of at least ten years after de-listing. Shareholders should also note that the Company's Articles of Association provide that, if a person acquires shares in the Company in circumstances in which he would be obliged to make or extend an offer to Shareholders or holders of other securities in the Company under the Takeover Code if the Company was subject to the Code, the directors of the Company may serve notice upon such person requiring him (and or persons acting in concert which him) to make or extend an offer in writing in accordance with the requirements of the Code as if the Code did apply to the Company. These provisions will continue after de-listing. If Shareholders wish to sell their Common Shares on AIM they must do so prior to the cancellation becoming effective. Following Cancellation, the Company's Shareholders will have to effect any further transactions in the Company's Ordinary Shares off market at a price to be agreed between the relevant parties. Once the transaction is agreed, the relevant parties should contact the Company's Transfer Agent, Share Registrars - whose contact details can be found on the their website (www.shareregistrars.com). If Shareholders approve the Cancellation at the AGM, the Cancellation will take effect on 9 February 2009 at 7.00am UK time. The Annual Report for the period ended 30 June 2008 is enclosed. I look forward to seeing you at the Annual General Meeting on the 30th January 2009. John Goodwin Chairman ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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