Serabi Gold plc Serabi Gold Plc : Results Of Annual General Meeting, Capital Reorganisation

 
TIDMSRB 
 
   For immediate release 
 
   14 June 2018 
 
   Serabi Gold Plc 
 
   ("Serabi" or the "Company") 
 
   Results of Annual General Meeting 
 
   Capital Reorganisation 
 
   Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold mining 
and development company, announces that at the Annual General Meeting of 
the Company held on 14 June 2018 (the "Meeting"), shareholders approved 
all the ordinary and special resolutions proposed in the notice of 
meeting dated 14 May 2018 (the "Notice"). 
 
   The voting was determined by a poll and the results in respect of each 
resolution were as follows: 
 
 
 
 
                                                                 VOTES                 VOTES                VOTES      % of     VOTES 
                                                                  FOR                 AGAINST               TOTAL      ISC*    WITHHELD 
RESOLUTION                                                      (000's)       %       (000's)      %       (000's)    VOTED     (000's) 
1. Approval of the Directors' Report and Financial 
 Statements for the year ended 31 December 2017.              884,743,346   99.99%       92,291   0.01%  884,835,637  75.29%      44,396 
2. Re-election of Clive Line as a Director.                   862,483,294   99.99%       66,074   0.01%  862,549,368  73.39%  17,647,937 
3. Re-election of Mel Williams as a Director.                 862,412,709   99.99%       66,659   0.01%  862,479,368  73.38%  17,717,937 
4. Re-election of Felipe Swett as a Director.                 862,412,709   99.98%      136,659   0.02%  862,549,368  73.39%  17,647,937 
5. Re-election of Mark Sawyer as a Director.                  880,072,209   99.99%       67,159   0.01%  880,139,368  74.89%      57,937 
6 Re-appointment of BDO LLP as auditors of the Company.       884,823,208  100.00%       10,100   0.00%  884,833,308  75.29%      45,725 
7. That every 20 existing ordinary shares of 0.5 pence 
 be consolidated into one new ordinary share of 10 
 pence each.                                                  884,742,629   99.99%      103,649   0.01%  884,846,278  75.29%      32,755 
8. That the Directors be authorised to allot equity 
 securities up to a nominal value of GBP2,000,000.            862,424,190   97.99%   17,722,719   2.01%  880,146,909  74.89%      50,396 
9. That the Directors be authorised to allot equity 
 securities for cash up to a nominal value of GBP2,000,000.   747,914,190   84.98%  132,222,719  15.02%  880,136,909  74.89%      60,396 
 
 
   * ISC - Issued Share Capital 
 
   Capital Reorganisation 
 
   Following the approval of shareholders that the existing ordinary shares 
with a par value of 0.5 pence each ("Existing Ordinary Shares") be 
consolidated on the basis of 20 Existing Shares for one new ordinary 
share with a par value of 10 pence each ("New Ordinary Shares"), the 
Company will now make arrangements with its registrars, Computershare 
Investor Services Limited (in the UK) and Computershare Trust Company 
(in Canada) to give effect to this Capital Reorganisation. 
 
   The Capital Reorganisation is expected to become effective immediately 
following the close of business on 19 June 2018. The New Ordinary Shares 
arising on implementation of the Capital Reorganisation will have the 
same rights as the Existing Ordinary Shares, including voting and other 
rights. 
 
   Admission of the New Ordinary Shares to AIM and implications for 
shareholders holding shares through the UK share register 
 
   Application has been made for the New Ordinary Shares to be admitted to 
trading on AIM in place of the Existing Ordinary Shares with effect from 
8:00 am on 20 June 2018 ("Admission"). 
 
   Shareholders who hold Existing Ordinary Shares in uncertificated form 
will have such shares disabled at 6.00pm on 19 June 2018, and their 
CREST accounts will be credited with the New Ordinary Shares following 
Admission. 
 
   Following the Capital Reorganisation, existing share certificates will 
cease to be valid and new share certificates are expected to be 
dispatched to those Shareholders who hold their Existing Ordinary Shares 
in certificated form on or around 14 days after Admission. 
 
   Listing of the New Ordinary Shares on the TSX and implications for 
shareholders holding shares through the Canadian share register 
 
   The opening trading date for the New Ordinary Shares on the TSX will 
also be June 20, 2018. 
 
   The Company has sent letters of transmittal to shareholders that hold 
their shares through the Canadian share register for use in transmitting 
their share certificates to the Corporation's Canadian registrar and 
transfer agent, Computershare Investor Services Inc., in exchange for 
new certificates representing the number of New Ordinary Shares to which 
such shareholder is entitled as a result of the Consolidation. 
Shareholders are encouraged to follow the instructions contained on the 
letter of transmittal in order to receive the New Ordinary Shares to 
which they are entitled following the completion of the Consolidation. 
In order to receive certificates representing New Ordinary Shares issued 
pursuant to the Consolidation, shareholders must deliver to 
Computershare Investor Services Inc. (i) their certificates representing 
Ordinary Shares; (ii) a duly completed letter of transmittal; and (iii) 
such other documents as Computershare Investor Services Inc. may 
require. Upon return of a properly completed letter of transmittal, 
together with certificates representing Ordinary Shares and such other 
information as requested by Computershare Investor Services Inc., 
certificates for the appropriate number of New Ordinary Shares will be 
distributed without charge. 
 
   Certificates for the New Ordinary Shares issued to a shareholder who 
provides the appropriate documentation described above, shall be 
registered in such name or names and will be delivered to such address 
or addresses as such holder may direct in the letter of transmittal as 
soon as practicable after the receipt by Computershare Investor Services 
Inc. of the required documents. 
 
   No delivery of a certificate evidencing a New Ordinary Share to a 
shareholder will be made until the shareholder has surrendered its 
current issued certificates. Until surrendered, each certificate 
formerly representing old Ordinary Shares shall be deemed for all 
purposes to represent the number of New Ordinary Shares to which the 
holder is entitled as a result of the Consolidation. 
 
   Shareholders are requested to refer to the Notice to familairise 
themselves with the full details of the Capital Reorganisation and what, 
if any, action they need to take.  A copy of the Notice can be accessed 
using the following link - https://bit.ly/2wBJMGZ 
 
   Statistics relating to the Capital Reorganisation 
 
 
 
 
Total number of Existing Ordinary Shares in issue 
 immediately prior to the Capital Reorganisation (Note 
 1)                                                       1,175,281,440 
Total number of New Ordinary Shares in issue following 
 the Capital Reorganisation                                  58,764,072 
ISIN code for the New Ordinary Shares                      GB00BG5NDX91 
SEDOL for the New Ordinary Shares                               BG5NDX9 
Existing Company's Tradable Instrument Display Mnemonic       SRB - AIM 
 ("TIDM") (unchanged)                                         SBI - TSX 
 
   Note 1: 
 
   As set out in the Notice, in anticipation of the Resolutions being 
passed by the Shareholders, the Company immediately prior to the Meeting 
issued a further six Existing Ordinary Shares to the Company Secretary 
(Clive Line, a director of the Company) so as to result in the total 
number of Existing Ordinary Shares in issue being exactly divisible by 
20. These additional shares represent only a fraction of a New Ordinary 
Share, and that fraction will therefore be aggregated with any other 
fractions and sold pursuant to the arrangement for fractional 
entitlements for the benefit of the Company. As a consequence, Clive 
Line's interest in the share capital of the Company on completion of the 
Capital Reorganisation is unchanged and no application to AIM will be 
made in respect of these six additional shares. 
 
   Total Voting Rights 
 
   With effect from Admission, the Company's issued share capital will 
comprise 58,764,072 New Ordinary Shares with each share carrying the 
right to one vote.   There are no shares held in treasury.   The total 
number of voting rights in the Company will therefore be 58,764,072 and 
this figure may be used by shareholders as the denominator for the 
calculations by which they determine if they are required to notify 
their interest in, or a change to their interest in, the Company under 
the FCA's Disclosure and Transparency Rules. 
 
   Enquiries: 
 
 
 
 
Serabi Gold plc 
Michael Hodgson                Tel: [phone] 
Chief Executive                Mobile: [phone] 
 
Clive Line                     Tel: [phone] 
Finance Director               Mobile: [phone] 
 
Email: [e-mail] 
Website: www.serabigold.com 
 
Beaumont Cornish Limited 
 Nominated Adviser 
Roland Cornish                 Tel: [phone] 
Michael Cornish                Tel: [phone] 
 
Peel Hunt LLP 
 UK Broker 
Ross Allister                  Tel: [phone] 
James Bavister                 Tel: [phone] 
 
Blytheweigh 
 Public Relations 
Tim Blythe                     Tel: [phone] 
Camilla Horsfall               Tel: [phone] 
 
 
   Copies of this release are available from the Company's website at 
www.serabigold.com. 
 
   Neither the Toronto Stock Exchange, nor any other securities regulatory 
authority, has approved or disapproved of the contents of this news 
release.S 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 

responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Serabi Gold plc via Globenewswire 
 
 
  http://www.serabigold.com 
 

(END) Dow Jones Newswires

June 14, 2018 12:15 ET (16:15 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.