Frontier Resources International Issue of Circular (7100D)
July 08 2016 - 12:00PM
UK Regulatory
TIDMFRI
RNS Number : 7100D
Frontier Resources International
08 July 2016
Frontier Resources International Plc
("Frontier" or the "Company")
8 July 2016
Issue of Circular
The Board of Frontier (AIM Ticker: FRI) announces that the
Company has today issued a circular convening a general meeting for
11.15am on Monday 25 July.
As previously announced on 7 July 2016, the Company) intends to
tidy up its share capital by buying back all the deferred shares of
0.9p each and A deferred shares of 0.09p each in its share capital
("Deferred Shares") for the sum of GBP1 in aggregate
("Buy-Back").
The Deferred Shares were created because, due to earlier losses
of capital, the market value of the Company's ordinary shares had
dropped below their nominal value and, as company law does not
permit a public limited company to issue shares at less than their
nominal value, the Company could not raise new funding by the
allotment of new ordinary shares. In order to enable the Company to
issue new shares the nominal value of such ordinary shares was
rebased and the excess share capital was applied in creating the
Deferred Shares.
Under the terms of its articles of association ("Articles") the
Company is entitled to buy back all of the Deferred Shares for GBP1
in aggregate. No shareholder is entitled to be paid any sum if the
proceeds of sale of his Deferred Shares are less than 1p, and the
Company does not anticipate any holder of Deferred Shares
qualifying to receive any such proceeds. The Buy-Back has to be
funded from the carried forward profits of the Company or a fresh
issue of shares. As the Company does not have any carried forward
profits, the Company has allotted 3,721 Ordinary Shares of 0.01p
each at an issue price of 0.03p per Ordinary Share to Barbara
Spurrier, one of its directors, in order to create the necessary
proceeds to effect the Buy-Back. Once the Buy-Back has been
completed the Deferred Shares will be cancelled, and the Ordinary
Shares will constitute the only class of share capital in the
Company.
Any Director of the Company is authorised under the Articles to
execute a contract to effect the Buy-Back on behalf of all the
holders of the Deferred Shares (the "Contract"). The Contract has
to be approved by a special resolution of the ordinary shareholders
of the Company. Under the Articles the Company is not required to
seek the approval for the Buy-Back from the holders of the Deferred
Shares. A copy of the Contract is on display at the Company's
website at http://www.friplc.com/ and will remain on display for
ten years from the date that the purchase of the Deferred Shares is
completed.
The Company has convened a general meeting of the Company to be
held at 11.15 a.m. on 25 July 2016 at Finsgate, 5-7 Cranwood
Street, London EC1V 9EE, at which a special resolution to approve
the Buy-Back and the Contract will be proposed ("General
Meeting").
The board of directors of the Company is of the opinion that the
above resolution to be proposed at the General Meeting (the
"Resolution") is in the best interests of the Company and its
shareholders as a whole. Accordingly, the Directors unanimously
recommend that shareholders vote in favour of the Resolution, as
the Directors intend to do in respect of their own beneficial
shareholdings, which amount in aggregate to 537,097,355 ordinary
shares of 0.03p each, representing approximately 10.41 per cent. of
the existing ordinary share capital of the Company.
Enquiries:
Frontier Resources International Plc
Adam Reynolds, Chairman
Tel: +44 (0) 7785 908158
SPARK Advisory Partners Limited (Nomad)
Neil Baldwin/Mark Brady
Tel: +44 (0)20 368 3550
Beaufort Securities Limited (Broker)
Jon Belliss
Tel: +44 (0)20 7382 8300
Yellow Jersey PR Limited (Financial PR)
Felicity Winkles/ Joe Burgess/ Josh Cole
Tel: +44 (0) 7748 843 871
A copy of this announcement is available from the Company's
website www.friplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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