Tethyan Resources PLC Posting of General Meeting Circular - Replacement (7113T)

TIDMTETH

RNS Number : 7113T

Tethyan Resources PLC

16 October 2017

Tethyan Resources plc

Posting of General Meeting Circular - Correcting Announcement

The RNS announcement 7490S, released on 5 October 2017 at 7.00 a.m. regarding the posting of a notice of meeting and information circular, contained an error in respect of the date that members must on the register to be eligible to vote. The Company wishes to clarify that the record date on which members must be registered on the Company's register of members in order to vote at the general meeting, to be held on November 1, 2017, will be no later than:

   --              6.00 p.m. (London Time) on 30 October 2017; or, 

-- if this general and special meeting is adjourned, at 6.00 p.m. (London Time) on the day two days prior to the adjourned meeting

A copy of the notice of meeting and information circular along with proxy materials is available on the Company's website, www.tethyan-resources.com.

For the avoidance of doubt no other details set out in the notice of meeting, the information circular or the proxy materials have changed and the general and special meeting will be held on November 1, 2017 at 12:00 p.m. (London time) as previously announced.

All other text in the announcement remains the same. The corrected version of the announcement is as follows:

Tethyan Resources plc

Posting of General Meeting Circular

Tethyan Resources plc (the "Company") announces that, further to the announcements of September 8, 2017 and September 22, 2017, the Company has posted a notice of meeting and information circular, along with proxy materials, which is available on the Company's website, www.tethyan-resources.com.

The general and special meeting will be held on November 1, 2017 at 12:00 p.m. (London time). Shareholders on the register as of 6.00 p.m. on October 30, 2017 will be eligible to vote.

For further information please contact:

 
 Tethyan Resources PLC       [phone] 
 Peter Mullens (CEO)         [e-mail] 
 
 Cairn Financial Advisers 
  LLP                        [phone] 
 James Caithie / Sandy 
  Jamieson 
 

Background and proposed Delisting

On 6 September 2017, the ordinary shares of the Company ("Ordinary Shares") commenced trading on the TSX Venture Exchange (the "TSXV"), under the symbol "TETH". Following its admission to TSXV the Company undertook a strategic review process assessing the viability of its ongoing quotations on both AIM and the TSXV.

The board of directors of the Company (the "Board") is confident that trading on the TSXV will provide a healthy platform for trading and that the added benefit of continued trading on AIM is outweighed by the regulatory burden and costs associated with maintaining the listing on AIM.

The Board has now taken the decision that, in light of the additional costs and regulatory burdens imposed upon the Company by having two quotations, it will seek shareholders' approval for the cancellation of admission to trading on AIM of its Ordinary Shares (the "Delisting").

The Board has taken this decision in order to further reduce its ongoing costs. The Company's shareholders ("Shareholders") will still be able to trade Ordinary Shares on the TSXV.

Process of Delisting

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange plc of the Delisting.

Under the AIM Rules, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General and Special Meeting (being not less than 75% of the votes cast).

Accordingly, the special resolution set out in the Notice of General and Special Meeting seeks Shareholders' approval to the Delisting. Subject to the special resolution approving the Delisting being passed at the General and Special Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 9 November 2017 with the Delisting taking effect at 7:00 a.m. (London Time) on 10 November 2017.

Upon the Delisting becoming effective, Cairn Financial Advisers LLP will cease to be nominated adviser to the Company and the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

Shareholders should note, however, that the Company will nevertheless remain subject to the provisions of the UK Takeover Code, the policies of the TSXV and Canadian securities laws.

Consolidation

In addition, the Board considers that the current issued share capital is considerably higher than similar sized companies listed on the TSXV and it believes that this affects negatively investors' perception of the Company. Accordingly, a consolidation is being proposed in order to reduce the number of existing Ordinary Shares that are in issue to a level more in line with comparable TSXV listed companies. Subject to shareholder and TSXV approval, the Company anticipates completing the Consolidation after the Delisting has been completed.

Pursuant to the proposed consolidation the 168,182,052 existing Ordinary Shares ("Existing Ordinary Shares") of the Company will be consolidated and divided into 28,030,342 new ordinary shares of the Company ("New Ordinary Shares"). Such New Ordinary Shares will have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares ("Consolidation").

The Board believes that the Consolidation may improve the liquidity and marketability of the New Ordinary Shares to a wider range of investors, including institutional investors and that the Consolidation will make the New Ordinary Shares a more attractive investment proposition.

Accordingly the Board is proposing to convene the General and Special Meeting to put to Shareholders a special resolution to approve the Delisting and an ordinary resolution to approve the Consolidation in accordance with the AIM Rules and the U.K. Companies Act.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                Date (2017) 
 
 Publication of this document and posting         4 October 
  to Shareholders 
 
 Last time and date for receipt of the           12:00 p.m. 
  Form of Proxy                               (London Time) 
                                              on 30 October 
 
 Time and date of the General and Special        12:00 p.m. 
  Meeting                                     (London Time) 
                                              on 1 November 
 
 Last day of dealings in Ordinary Shares         9 November 
  on AIM 
 
 Expected time and date of the Delisting          7:00 a.m. 
  becoming effective                          (London Time) 
                                             on 10 November 
 
 Consolidation(3)                            Post-Delisting 
 

Notes:

(1) If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service recognized by the London Stock Exchange.

(2) The Delisting requires the approval of not less than 75%. of the votes cast by Shareholders at the General and Special Meeting.

(3) Neither the Consolidation nor the Delisting is contingent on the approval of the other. If one resolution is passed by Shareholders and the other fails, then the Company will proceed on that basis. Additional details with respect to the Consolidation are set out below.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 16, 2017 07:29 ET (11:29 GMT)