AMERISUR RESOURCES PLC (Incorporated and registered in England and Wales with company number 04030166)
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Amerisur Resources plc(Incorporated in England and Wales under the Companies Acts 1985 to 2006 with Registered No. 04030166)
Directors:
Giles Clarke (Chairman)
Dr. John Wardle (Chief Executive Officer)
Nick Harrison (Finance Director)
Victor M. Valdovinos (Regional Director) George Woodcock (Executive Director) Douglas Ellenor (Non-Executive Director) Nigel Luson (Non-Executive Director)
Stephen Foss (Senior Non-Executive Director)
Registered office:
Lakeside Fountain Lane St Mellons Cardiff
CF3 0FB
6 April 2016
Dear Shareholder,
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Report and Financial Statements
The Company's Report and Financial Statements for the year ended 31 December 2015 are now available on the Company's website - www.amerisurresources.com, accessible under the "Investor Information" section in the right hand tab of the front page. For those shareholders who have elected to receive paper communications, copies of the Annual Report and Financial Statements are enclosed with this letter.
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2016 Annual General Meeting
This letter explains the business set out in the Notice convening the Company's Annual General Meeting for 4 May 2016 at 9.30 a.m. at The St Mellons Hotel, Castleton, Cardiff CF3 2XR which is contained on pages 5 to 8 of this document.
This letter also explains why the directors of the Company recommend that shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting.
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Ordinary Resolutions at the AGM
Resolution 1
The directors are required by law to present to the meeting the Company's accounts and report of the directors and auditors for the year ended 31 December 2015.
Resolution 2
In accordance with best practice in corporate governance, the directors are voluntarily proposing a resolution to approve the directors' remuneration report, as set out in the annual report and accounts for the year ended 31 December 2015. This vote is advisory only and is not binding on the directors.
Resolution 3
Giles Clarke retires as a director by rotation and will stand for re-election in accordance with the Company's Articles of Association.
Resolution 4
John Wardle retires as a director by rotation and will stand for re-election in accordance with the Company's Articles of Association.
Resolution 5
Nick Harrison retires as a director by rotation and will stand for re-election in accordance with the Company's Articles of Association.
Resolution 6
Nigel Luson retires as a director by rotation and will stand for re-election in accordance with the Company's Articles of Association.
Resolutions 7 and 8
The Company is required to appoint auditors at each general meeting at which financial statements are presented. These resolutions propose the re-appointment of the Company's existing auditors, Grant Thornton UK LLP, and follow standard practice in giving authority to the board to determine their remuneration.
Resolution 9
Resolution 9 will be proposed as an ordinary resolution giving the directors a general authority to allot further shares of the Company, having an aggregate nominal value of £402,690 (representing 402,690,000 ordinary shares of 0.1p each). This represents approximately one- third of the total ordinary share capital of the Company in issue at the date of this letter, the amounts being in accordance with institutional shareholder guidelines. This authority will expire at the conclusion of the Annual General Meeting to be held in 2017 (save that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities in pursuance of such an offer or agreement as if the authority had not expired).
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Special Resolutions at the AGM
Resolution 10
Resolution 10 is to renew the directors' authority to issue equity securities for cash otherwise than in proportion to existing holdings. This authority is limited to shares having a maximum aggregate nominal value of £60,400 (representing 60,400,000 ordinary shares of 0.1p each) which represents approximately 5 per cent. of the total ordinary share capital of the Company in issue at the date of this letter. This is in accordance with the Company's interpretation of best practice, the Pre-Emption Group's Statement of Principles and institutional shareholder guidelines. This authority will expire at the conclusion of the Annual General Meeting to be held in 2017.
Resolution 11
Under Resolution 11, the Company will seek limited authority to make purchases in the market of its own ordinary shares subject to specified limits including the minimum and maximum prices which may be paid. The maximum number of ordinary shares which the Company may purchase pursuant to this authority is limited to a maximum of 120,807,000 ordinary shares, representing approximately 10 per cent. of the total ordinary share capital of the Company in issue at the date of this letter.
This authority is commonly sought by listed companies. In seeking this authority the board is not indicating any commitment to buy back ordinary shares. The board will only exercise the authority if, in the light of market conditions prevailing at the time, it considers that the purchases of ordinary shares can be expected to result in an increase in earnings per share and be in the best interests of shareholders generally. The directors do, however, consider it desirable for this authorisation to be available to provide flexibility in the management of the
Company's capital reserves. In the event of any purchase under this authority, the directors would either hold the purchased ordinary shares in treasury or cancel them. The authority will expire at the conclusion of the next Annual General Meeting of the Company.
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Action to be taken
Shareholders will find enclosed with this document a form of proxy for the Annual General Meeting. Whether or not you intend to attend the Annual General Meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it. The completed form of proxy should be returned by post or hand to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to arrive not later than 9.30 a.m. on 2 May 2016. The completion and return of a form of proxy will not preclude you from attending the meeting and voting in person should you wish to do so.
- Recommendation
The directors consider that each of the proposed resolutions set out in the notice of Annual General Meeting included at the end of this document are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that you vote in favour of the resolutions, as they and those connected with them intend to do in respect of their own beneficial shareholdings, which amount in aggregate to 48,617,884 ordinary shares, representing approximately 4.02 per cent of the issued share capital of the Company.
Yours faithfully,
Amerisur Resources plc issued this content on 07 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 April 2016 09:11:11 UTC
Original Document: http://www.amerisurresources.com/images/rns-pdfs/NoticeofAGM_060416.pdf
