Business
Notice of Meeting of Shareholders and Disposal
Notice of Meeting of Shareholders and Disposal.
About this update from Emmerson Plc
[{"type":"text","content":"\n \n EMERGING METALS LIMITED \n\n (the \"Company\") \n\n \n Notice of Meeting of Shareholders and Disposal \n\n1. Introduction\n\nThe Company is today posting a circular to Shareholders convening a meeting of\nthe Company to approve the disposal of the balance of its holding of shares in\nKalahari Minerals plc and to give more detail on the proposed Special Dividend.\nExtracts from the circular are set out below.\n\nOn 26 March 2010, Emerging Metals announced that it had sold 8,917,647 shares\nin Kalahari Minerals plc (\"Kalahari Shares\") to Nippon Uranium Resources\n(Australia) Proprietary Limited (\"Nippon\") (the \"Tranche One Sale\"). The price\nper Kalahari Share of the Tranche One Sale was £1.85, and the Company received\ngross proceeds of £16,497,647.\n\nUnder the terms of the Nippon Sale Agreement, the Directors conditionally\nagreed to sell to Nippon, at the same price of £1.85 per Kalahari Share, the\nbalance of the Company's holdings of Kalahari Shares (being 8,917,647 Kalahari\nShares), subject to Shareholder approval being obtained within four weeks of\nthe execution of the Nippon Sale Agreement. Under Rule 15 of the AIM Rules, the\nCompany could not have sold its entire holding of Kalahari Shares on 25 March\n2010 since such a disposal of assets would have constituted a fundamental\nchange of business by the Company requiring prior shareholder approval. Under\nthe terms of the Nippon Sale Agreement, the Directors agreed to seek\nShareholder approval within four weeks of 25 March 2010.\n\nAt a meeting of the Board held on 25 March 2010 the Directors resolved, subject\nto the Proposed Sale being approved by Shareholders and the Directors\ndelivering a Solvency Statement on the Record Date, that £16,161,629 be\ndistributed to Shareholders pro rata, by way of a \"Special Dividend\". Following\nfurther discussions between the Directors in consultation with the Company's\nadvisers, it was resolved on 31 March 2010 that the value of the Special\nDividend be increased, and that the Company distribute all excess cash over an\namount of approximately £8.6 million (US$13 million) by way of a \"Special\nDividend\". If the Proposed Sale is approved by Shareholders this will result in\npayment of the Full Special Dividend of 7.13 pence per Ordinary Share, however\nif the Proposed Sale is not approved by Shareholders this ...