Last checked at 28 Jun 2019 10:16
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 2012.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE AUSTRALIAN SECURITIES EXCHANGE.
28 June 2019
Kore Potash Plc
("Kore Potash" or the "Company")
Notice of General Meeting
Further to its announcement of 14 June 2019 regarding a placing and subscription to raise approximately US$13 million (the "Fundraise"), Kore Potash, the potash exploration and development company whose flagship asset is the 97%-owned Sintoukola Potash Project located within the Republic of Congo, today announces that it will be holding a general meeting of shareholders (the "General Meeting") on 17 July 2019 at Level 8, The Shard, 32 London Bridge Street, London SE1 9SG. A circular containing the formal notice of meeting has been dispatched to the Company's shareholders.
The General Meeting is being held to seek shareholder approval of the issue of 646,914,254 new ordinary shares in the Company ("New Shares") at an issue price of £0.016 per New Share pursuant to the Fundraise. In accordance with the requirements of the Australian Securities Exchange, the Company is also seeking the approval of its shareholders at the General Meeting to certain changes to the CEO's current remuneration.
The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise is as follows:
Event | Date |
Last day to trade on the JSE in order to be eligible to attend and vote at the Meeting | 09 July 2019 |
Record date to determine which Shareholders on the JSE are entitled to attend and vote at the Meeting | 12 July 2019 |
Latest time and date for receipt of Forms of Proxy | 10.30am (UK time) / 11.30am (South African time) on 15 July 2019 or 5.30pm (Perth time) on 12 July 2019
|
Time and date of the General Meeting | 10.30am (UK time) / 11.30am (South African time) / 5.30pm (Perth time) on 17 July 2019
|
Announcement of the results of the General Meeting | on or around 17 July 2019
|
Allotment and issue of the New Shares | 17 July 2019
|
Admission to trading on AIM of the New Shares | 8.00 a.m. (London time) on 19 July 2019
|
Admission to trading on the JSE of the New Shares | 9.00 a.m. (South African time) on 19 July 2019 |
Each of the times and dates in the above expected timetable may be subject to change, in which event details of the new times and dates will be notified, where appropriate, by means of an announcement through a Regulatory Information Service.
In addition to the resolutions being put before the General Meeting that relate to the Fundraise, the Board (other than Brad Sampson) has also resolved to, subject to shareholder approval at the General Meeting, issue new options ("2019 Options") to Brad Sampson. This is because, following the receipt of a remuneration consultant's advice, the Board (other than Mr Sampson) determined that the Company should cancel Mr Sampson's previously issued options ("2018 Options") on the basis that they were no longer considered to be an appropriate incentive for Mr Sampson in light of the factors considered by the remuneration consultant. Accordingly, the Company and Mr Sampson have agreed to the cancellation of the 2018 Options and should shareholders approve the issue of the 2019 Options, they will form part of Mr Sampson's revised remuneration package.
The approvals being sought at the General Meeting in connection with the Fundraise include the approval, for the purposes of the ASX Rules, of the participation of the Company's two largest existing shareholders, State General Reserve Fund, Sultanate of Oman ("SGRF)" and Sociedad Quimica y Minera de Chile S.A. ("SQM"), in the Fundraise. As disclosed in the Company's announcement of 14 June 2019, as part of the Fundraise SGRF will be subscribing for 140,488,209 New Shares and SQM will be subscribing for a total of 146,107,737 New Shares (of which 17,943,055 New Shares are proposed to be allotted to SQM in lieu of a payable outstanding to SQM from the Company under a previously disclosed technical services agreement).
Full details of the General Meeting and each of the resolutions to be put before the meeting can be found in the circular containing the Notice of General Meeting which will be available at www.korepotash.com
ENDS
For further information, please visit www.korepotash.com or contact:
Kore Potash Brad Sampson - CEO | Tel: +27 11 469 9140 | |
Tavistock Communications Jos Simson Edward Lee | Tel: +44 (0) 20 7920 3150 | |
Canaccord Genuity - Nomad and Broker James Asensio Henry Fitzgerald-O'Connor | Tel: +44 (0) 20 7523 4600 | |
Shore Capital - Joint Broker Jerry Keen Toby Gibbs Mark Percy | Tel: +44 (0) 20 7408 4050 |
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of Kore Potash plc was Brad Sampson, Chief Executive Officer.
Important Notices
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy any shares or other securities of the Company to any person in Australia. This announcement is not, and does not purport to be a document containing disclosures to investors for the purposes of Part 6D.2 of the Australian Corporations Act 2001 (Cth.) and will not be filed with and has not been reviewed or approved by the Australian Securities and Investments Commission. This announcement contains no "offer to the public" and does not constitute a "registered prospectus" as such expressions are defined in Chapter 4 of the South African Companies Act, 2008. This announcement does not constitute a pre-listing statement prepared in accordance with the Johannesburg Stock Exchange Listings Requirements.
This announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity Limited, Shore Capital Stockbrokers Limited, nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any of Canaccord Genuity Limited, Shore Capital Stockbrokers Limited or any of their respective affiliates in connection with the Company or the Fundraise and any responsibility therefor is expressly disclaimed.