BELLZONE MINING PLC Bellzone Mining plc (AIM: BZM) announces notice of its Annual General Meeting.
Bellzone's Annual Report and Financial Statements for 2015, enclosing the Notice of AGM (together, the "Circular") will be posted to shareholders on 13 June 2016.
The resolutions detailed in the Circular will be proposed at the Annual General Meeting of the Company to be held in the Boardroom, Consortia Secretaries Limited, 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands at 11.00am London time on Friday, 1 July 2016.
Copies of the Circular are available from the Company's website www.bellzone.com.
Enquiries:Bellzone Mining plc | |
Simon Edwards | +44 (0) 1534 513 500 |
WH Ireland Limited | |
Nominated Advisor | |
James Joyce / James Bavister | +44 (0) 20 7220 1666 |
HD Capital Partners Limited | |
Broker | |
Paul Dudley / Philip Haydn-Slater | +44 (0) 20 3551 4870 |
Bell Pottinger | |
Financial Public and Investor Relations | |
Daniel Thole | +44 (0) 20 3772 2500 |
Registered No 99308 Companies (Jersey) Law 1991 (the "Law")
Registered office address: Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands
Directors: Michael Farrow (Non-Executive Chairman); Julian Cheong (Acting Chief Executive Officer); Simon Brickles (Non-Executive director); Tony Gardner-Hillman (Non-Executive director); Angel Tong (Non-Executive director) Dear Shareholder NOTICE OF ANNUAL GENERAL MEETINGEnclosed is the notice of the Annual General Meeting ("AGM") of the shareholders of Bellzone Mining plc (the "Company") for 2016.
The AGM will be held in the Boardroom, Consortia Secretaries Limited, 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands at 11.00am London time on Friday, 1 July 2016.
The resolutions to be proposed at the AGM comprise:
an ordinary resolution to receive and adopt the financial statements of the Company for the year ended 31 December 2015 and the directors' and auditors' reports thereon (copies of which have been posted to shareholders and are also available for download on the Company's website at www.bellzone.com);
an ordinary resolution to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration;
an ordinary resolution to re-appoint Michael Farrow as a director of the Company (such re-appointment being recommended by the directors of the Company);
an ordinary resolution to appoint Julian Cheong as a director of the Company (such appointment being recommended by the directors of the Company);
an ordinary resolution to appoint Angel Tong as a director of the Company (such appointment being recommended by the directors of the Company);
an ordinary resolution authorising the directors of the Company for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional four hundred and forty million, nine hundred and fifty-seven thousand (440,957,000) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 9 June 2016);
a special resolution, in the context of the Company's ongoing requirement for funding to develop projects, pursuant to Article 2.10 of the Articles dis-applying the pre-emption provisions in Articles 2.4 to 2.8 of the Articles in relation to the issue of equity securities (as that term is defined in the Articles) for cash in the following circumstances:
the allotment of equity securities in connection with a pre-emptive issue (whether by a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date, but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and
to the allotment (other than under paragraph (i) above) of equity securities up to a maximum number of two hundred and twenty million, four hundred and seventy-eight thousand (220,478,000) equity securities (representing 15% of the number of ordinary shares in issue on 9 June 2016); and
The resolutions referred to at paragraphs 6 and 7 above are required to enable the Company to allot and issue additional shares, should the Company need to raise additional capital, and, in the case of the authority referred to in paragraph 7 (ii) above, to take advantage of opportunities that may arise that require the Company to allot shares other than on a pre-emptive basis.
Action to be takenYou will find a Form of Proxy enclosed with this letter for use in connection with the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company's Registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not later than 11.00am London time on Wednesday 29 June 2016, being 48 hours before the time appointed for holding the AGM. Completion of the Form of Proxy will not preclude you from attending the meeting and voting in person if you so wish.
The directors of the Company consider that all the proposed resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The directors unanimously recommend that, for the reasons set out in this letter, you vote in favour of each of the proposed resolutions as they intend to do in respect of their own beneficial holdings.
On behalf of the directors of the Company,
Michael FarrowChairman
10 June 2016
NOTICE OF ANNUAL GENERAL MEETING
Bellzone Mining plcRegistered No 99308 Companies (Jersey) Law 1991 (the "Law")
Registered office address: Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERSNotice is hereby given that an annual general meeting of members (the "Shareholders") of Bellzone Mining plc (the "Company") will be held in the Boardroom, Consortia Secretaries Limited, 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ, Channel Islands (the "Venue") at 11.00am London time on Friday 1 July 2016 to consider and, if deemed fit, to pass the resolutions set out below.
RESOLUTIONS ORDINARY RESOLUTIONS:Financial statements of the Company for the year ended 31 December 2015
Resolved to receive and adopt the financial statements of the Company for the year ended 31 December 2015 and the directors' and auditors' reports thereon.
Re-appointment of auditors
Resolved to re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors of the Company to fix their remuneration.
Re-appointment of director
Resolved that Michael Farrow be re-appointed as a director of the Company (such re-appointment being recommended by the directors of the Company).
Appointment of director
Resolved that Julian Cheong be appointed as a director of the Company (such appointment being recommended by the directors of the Company).
Appointment of director
Resolved that Angel Tong be appointed as a director of the Company (such appointment being recommended by the directors of the Company).
Allotment of relevant securities
Resolved that the directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Article 2.3 of the Company's articles of association (the "Articles") to exercise all or any of the powers of the Company pursuant to the Articles to allot relevant securities (as that term is defined in the Articles) in respect of up to an additional four hundred and forty million, nine hundred and fifty-seven thousand (440,957,000) ordinary shares (being equal to 30% of the number of ordinary shares in issue on 9 June 2016), provided that this authority shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot relevant securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
SPECIAL RESOLUTIONS:DISAPPLICATION OF PRE-EMPTION RIGHTS PURSUANT TO ARTICLE 2.10 OF THE ARTICLES
Resolved that, subject to and conditional upon the passing of resolution 6, the directors of the Company be generally and unconditionally authorised by virtue of Article 2.10 of the Articles to exercise all powers of the Company to allot equity securities (as that term is defined in the Articles) for cash pursuant to the authority conferred in resolution 6 as if the pre-emption provisions of Articles 2.4 to 2.8 of the Articles did not apply to any such allotment, provided that this power:
shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 18 calendar months from the passing of this resolution and the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and
shall be limited to the following circumstances:
to the allotment of equity securities in connection with a pre-emptive issue (whether by way of a rights issue, open offer or otherwise) to holders of the ordinary shares of the Company on a date fixed by the directors where the equity securities respectively attributable to the interests of all those Shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the directors of the Company may make such exclusions or other arrangements as they may deem necessary or expedient in relation to any fractional entitlements, treasury shares, legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any relevant regulatory body or stock exchange; and
to the allotment (other than under paragraph (B)(i) above) of equity securities up to a maximum number of two hundred and
twenty million, four hundred and seventy-eight thousand (220,478,000) equity securities (representing 15% of the number of ordinary shares in issue on 9 June 2016).
VOTING AND PROXIES The form of proxy for Shareholders is enclosed with this notice.A Shareholder entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy to attend, speak and vote in their stead.
A proxy need not be a Shareholder.
On a show of hands, every Shareholder who is present in person or by proxy (or being a company is represented) and who is allowed to vote at the annual general meeting shall have one vote. Upon a poll every such Shareholder shall have one vote for every share of which he/she/it is the registered holder.
All ordinary resolutions put to the vote of the annual general meeting shall be decided on a show of hands unless, before, or on the declaration of the result of, a vote on a show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. All special resolutions put to the vote of the annual general meeting shall be decided by way of poll.
Forms of proxy may also be obtained on request from the Company's registered office. The completed forms of proxy must be deposited at the Company's registrar's offices at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom by no later than 11.00 am London time on Wednesday 29 June 2016. Any Shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the annual general meeting (to the exclusion of any proxy appointed) should the Shareholder subsequently decide to do so.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service, may do so for the annual general meeting and any adjournment(s) thereof by utilising the procedures described in the "CREST Reference Manual" issued by Euroclear UK & Ireland Limited. Please see the notes on the enclosed form of proxy for further details.
The Company has fixed the close of business on 8 June 2016 as the record date for determining the persons entitled to receive this notice, so that the persons entered on the Company's register of members at that time are the persons so entitled.
In order to be able to attend and vote at the annual general meeting or any adjourned meeting (and also for the purpose of calculating how many votes a person may cast), a person must have his/her/its name entered on the register of members of the Company 48 hours prior to the meeting (or 48 hours before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
By order of the board
Consortia Secretaries Limited Company Secretary10 June 2016
Registered OfficeStandard Bank House 47-49 La Motte Street St Helier
Jersey JE2 4SZ
Channel Islands
Bellzone Mining plc published this content on 13 June 2016 and is solely responsible for the information contained herein.
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