Business
Buy-back of Deferred Shares, Notice of GM
Buy-back of Deferred Shares, Notice of GM.
About this update from Tertiary Minerals Plc
[{"type":"text","content":"\n \n \n \n RNS Number : 8746W\n Tertiary Minerals PLC\n 24 August 2020\n \n \n \n \n \n \n \n 24 August 2020\n \n \n Tertiary Minerals plc (\"Tertiary\" or \"the Company\")\n \n \n \n \n \n Buy-back and cancellation of Deferred Shares\n \n \n Director Dealing, Issue of Equity and Total Voting Rights \n \n \n Notice of General Meeting\n \n \n \n \n \n Tertiary Minerals plc, the AIM traded company building a multi-commodity project portfolio announces that it is proposing a buy-back and cancellation of the Company's issued deferred shares (the \"Deferred Shares\"). A \n circular and notice of general meeting in relation to a proposed buy-back and cancellation of the Deferred Shares have been posted to shareholders (the \"Circular\" and the \"Notice\"). \n \n \n The Company currently has 267,076,933 Deferred Shares which were issued in 2017 following a share capital reorganisation. The Deferred Shares are not admitted to trading on AIM (unlike the Company's ordinary shares of 0.01p each (the \"Ordinary Shares\")) and are economically valueless. The Company is proposing to simplify its balance sheet by buying back and cancelling the Deferred Shares in accordance with the Company's Articles of Association for an aggregate consideration of £1.00. \n \n \n Issue of Equity and Total Voting Rights \n \n \n Under the Companies Act 2006, a share buy-back by a public company (such as Tertiary) can only be financed through distributable reserves or the proceeds of a fresh issue of shares made for that purpose. \n \n \n The Company currently has no distributable reserves to finance the buy-back of the Deferred Shares and, therefore, this will be financed by a fresh issue of new Ordinary Shares. The Directors have therefore resolved to issue 1,000 new Ordinary Shares (\"the New Shares\") to the Chairman, Patrick Cheetham, at a price of 0.25 pence per New Share. Part of the proceeds of the issue of the New Shares will be used to fund the purchase of the Deferred Shares for an aggregate consideration of £1.00. The Board considers this to be the best way of funding the buy-back of the Deferred Shares given the Company currently has no distributable reserves. \n \n \n Following this share issue, Patrick Cheetham will have an interest in 12,613,113 shares in the Company which represents 1.52 per cent. of the issued sh...