East West Resources PLC Requisition of general meeting (8153L)
September 07 2012 - 11:02AM
UK Regulatory
TIDMEWR
RNS Number : 8153L
East West Resources PLC
07 September 2012
East West Resources Plc
("EWR" or the "Company")
REQUISITION OF GENERAL MEETING
The Board of EWR announces that it received a requisition on 6
September 2012 from Consolidated General Minerals plc ("CGM"),
which holds 31,941,354 ordinary shares in the capital of the
Company ("Ordinary Shares"), to hold a general meeting of the
Company, pursuant to section 303 of the Companies Act 2006 (the
"Requisition").
The purpose of the meeting is:
1. to propose separate resolutions to elect Mr. Nicolas Rouveyre
and Mr. Kilian Carrarini as directors of the Company (the "CGM
Appointments");
2. to propose separate resolutions to remove each of the
existing directors of the Company, namely Mr. Nathan Steinberg
(Non-executive Chairman), Mr. Robert Ashley (Chief Executive
Officer), Mr. John Coles (Finance Director) and Mr. Peter Curry
(Non-executive Director) (the "Existing Directors"), with immediate
effect; and
3. to propose separate resolutions to reappoint each of the
Existing Directors as directors of the Company.
In the Requisition, CGM has indicated that, if the Resolutions
to effect the CGM Appointments are passed, CGM is prepared to enter
into a relationship agreement with the Company to address possible,
existing or potential conflicts of interests between the Company
and CGM and any related parties of the latter (the "Relationship
Agreement"). The Relationship Agreement would provide that CGM
will, inter alia, vote its (and to procure that certain of its
related parties vote their) shares in the Company so as to ensure
that the EWR group is capable at all times of carrying on its
business independently of CGM and its related parties and making
decisions in its best interests and that all arrangements entered
into between the EWR group and CGM or any of its related parties
will be made on an arm's length basis and on normal commercial
terms.
The Board is pleased to note that CGM has stated in the
Requisition that, for the sake of clarity and to emphasise its wish
to act reasonably in the best interests of the Company, CGM intends
to exercise the voting rights attached to its Ordinary Shares in
favour of the Resolutions to reappoint the executive directors to
the Board.
The Requisition follows extensive discussions with CGM and
various other shareholders in the Company about providing CGM with
representation on the Board. Throughout these discussions, the
Board has sought to achieve consensus with those shareholders but
has been unable to do so. As a result, the Board has not been able
to arrive at any decision on this issue and accepts that it should
now be put before shareholders. Shareholders will receive the
requisite Notice of the General Meeting as soon as possible to
enable them to make their decision.
Enquiries:
East West Resources
Plc
Nathan Steinberg, + 44 (0)20
Chairman 7269 7680
Macquarie Capital
(Europe) Limited
Steve Baldwin + 44 (0)20
Nicholas Harland 3037 2000
M:Communications
+ 44 (0)20
Charlotte Kirkham 7920 2331
This information is provided by RNS
The company news service from the London Stock Exchange
END
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