Polemos PLC Notice of GM (7556H)

TIDMPLMO

RNS Number : 7556H

Polemos PLC

14 March 2018

For Immediate Release 14 March 2018

Polemos Plc

("Polemos" or the "Company")

Posting of Notice of General Meeting

Polemos (AIM: PLMO) is pleased to announce that, further to the announcement of 8 March 2018, the Company has today posted its Circular convening its Notice of General Meeting (the "GM") to shareholders; a copy of which will also be available on the Company's website: http://www.polemos.com. The GM has been convened to approve the second tranche of the Placing announced on 8 March 2018 (the "Conditional Placing"), grant Directors authority to issue a further 1,965,220,000 new Ordinary Shares (pre Share Consolidation) on a non-pre-emptive basis, representing approximately 25% of the Further Enlarged Issued Share Capital, and a 100:1 Share Consolidation.

The General Meeting is to be held at 10:30am. on 3 April 2018 at the offices of Hill Dickinson LLP at Broadgate Tower, 20 Primrose Street, London, EC2AV 6DN.

The GM will be held to consider the following resolutions:

Resolutions at the General Meeting

Resolution 1 - Authority of Directors to allot shares - Conditional Placing

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of GBP140,000 for the Conditional Placing. The authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 2 - Dis-application of pre-emption rights - Conditional Placing

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 1 on a non pre-emptive basis pursuant to the authority conferred by Resolution 1 above for the Conditional Placing. This authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 3 - Authority of Directors to allot shares

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of GBP196,522. The authority will expire on the date of the next annual general meeting of the Company.

Resolution 4 - Dis-application of pre-emption rights

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 3 on a non pre-emptive basis pursuant to the authority conferred by Resolution 3 above. This will allow the Board to allot new Ordinary Shares without recourse to the Shareholders so that it can issue new Ordinary Shares for cash, grant options and allot new Ordinary Shares to directors, employees and consultants pursuant to share option and incentives plans of the Company and move quickly from time to time as it deems appropriate. If the authority is granted, it would only be exercised if the Directors believe that to do so would be in the best interest of the Shareholders as a whole. This authority will expire at the commencement of the next annual general meeting of the Company.

Resolution 5 - Authority of Directors to allot shares pursuant to the Placing Warrants

This is an ordinary resolution granting general authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of GBP410,000 in respect of the Placing Warrants.

Resolution 6 - Dis-application of pre-emption rights pursuant to the Placing Warrants

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 5 to permit the exercise of the Placing Warrants for cash on a non-pre-emptive basis.

Resolution 7 - Consolidation

This is an ordinary resolution seeking approval of the Consolidation.

For the avoidance of doubt, the share authorities in resolutions 1 - 5 (inclusive) above are shown on a pre-Consolidation basis and will be adjusted on the basis of the proposed Consolidation ratio of 1 New Ordinary Share for every 100 Existing Ordinary Shares following the passing of resolution 7 above.

Further information in connection with the proposed Share Consolidation is provided in Appendix 1 to this announcement.

The Company also announces that in relation to the Convertible Loan Debentures ("CLD's") issued on 31 January 2018, the Company has issued GBP50,000 of CLD's and not GBP80,000 as previously announced.

END.

For further information, please contact:

Polemos PLC

Hamish Harris, Executive Chairman

Beaumont Cornish Limited (Nomad)

Roland Cornish/ James Biddle

Tel: [phone]

www.beaumontcornish.com

Peterhouse Corporate Finance Limited (Broker)

Lucy Williams

Tel: [phone]

Novum Securities Limited (Joint Broker)

Colin Rowbury

Tel: [phone]

Appendix 1

In respect of Resolution 7, should Shareholders approve the Share Consolidation the resultant share in issue, following completion of the Share Consolidation would be as follows:

Existing Ordinary Shares 5,160,915,400

Enlarged Existing Ordinary Shares 7,860,915,400(1)

Further Enlarged Existing Ordinary Shares 9,260,915,400(2)

New Ordinary Shares in issue immediately following the Consolidation 92,609,154(3)

Nominal share value following the Consolidation 1p

(1) This includes the Placing Shares

(2) This includes the Placing Shares and Conditional Placing Shares

(3) Assumes no other Ordinary Shares being issued (other than Placing Shares and Conditional Placing Shares) between the date of this document and the Record Date.

The expected timetable is as follows:

2018

Publication date of this document 14 March

Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 30 March

General Meeting 10.30 a.m. on 3 April

Record Date 6.00 p.m. on 3 April

Effective time of the Consolidation and

   dealings in New Ordinary Shares expected to commence on AIM                    8.00 a.m. on 4 April 

CREST accounts credited with New Ordinary Shares 4 April

Anticipated date of dispatch of definitive share certificates Within 10 Business Days

in respect of New Ordinary Shares of Admission

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

March 14, 2018 12:36 ET (16:36 GMT)