(30/09/08) Results of AGM, Capital Re-organisation
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RNS Number : 6950E
GTL Resources PLC
30 September 2008
GTL Resources PLC
("GTL" or the "Company")
Results of AGM, Capital Re-organisation
At the Annual General Meeting of GTL held today all resolutions proposed, including resolution '5' (Re-organisation of the share capital), were duly passed.
Therefore dealings in the Company's re-organised 31,988,745 new ordinary shares of 1 pence each (the "New Ordinary Shares") are expected to commence at 8.00 a.m. tomorrow, 1 October 2008, and application for admission of the New Ordinary Shares has been made.
Following admission of the New Ordinary Shares, the unchanged total number of issued ordinary shares in the Company will be 31,988,745 ordinary shares with voting rights. The Company does not hold any ordinary shares in Treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.
For information only, set out below is the explanatory wording to the resolution relating to the re-organisation of the Company share capital, contained within the AGM notice:
"The par value of the Company's ordinary shares ("Shares") is £1.00, which is the minimum price at which such Shares can be issued. As the Shares are now, and have been for some time, trading below this price, we are proposing to undertake a re-organisation of the Company's share capital so that the par value of the Shares is reduced to below the traded price in order to make possible various corporate actions such as the issue or buyback of shares. The proposal, which would be implemented by Resolution 5, if passed, would involve splitting each issued Share into one new ordinary share of 1p ("New Share") and one deferred share of 99p ("Deferred Share") and each unissued Share into 100 New Shares. The split would take effect from 7.00 am on 1 October 2008.
The rights of the Deferred Shares are very limited - they do not carry voting rights and carry no rights to dividends and only have rights to return of capital after very substantial sums have first been paid to the holders of New Shares. As such, the value in the issued shares is vested in the New Shares and not the Deferred Shares. Only the New Shares will be traded on AIM, in place of the existing Shares, and application for the New Shares to be admitted to trading in place of the Shares with effect from 7.00 am on 1 October 2008 will be made to AIM. The terms of issue of the Deferred Shares enable the Company to acquire them for nominal consideration and for the Company to transfer such shares on behalf of the holders.
The practical effect of this change, if implemented, will be that each Shareholder will receive the same number of New Shares as they hold Shares, without any diminution in rights. The Deferred Shares can be purchased back from Shareholders for nominal consideration to facilitate tidying up the share capital in due course. The Resolution also approves the entry into an agreement for this purpose.
In addition to implementing the share split, Resolution 5 will, if passed amend the Company's Articles of Association to set out the rights attached to the Deferred Shares, which are set out in full in the Resolution."
A full copy of the AGM Notice may be found at www.gtlresources.com.
For further information please contact:
GTL Resources PLC
Michael Brennan, Finance Director Tel; +44 1642 794000
Richard Ruebe, CEO Tel; U.S. 1 312 474 7845
Arbuthnot Securities Limited
James Steel Tel: +44 20 7012 2100
Antonio Bossi Tel: +44 20 7012 2116
Buchanan Communication
Charles Ryland Tel; +44 20 7466 5000
Ben Romney Tel; +44 20 7466 5000
This information is provided by RNS The company news service from the London Stock Exchange END
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