Alexander Mining plc
TSX VENTURE : AXD
AIM : AXM

May 21, 2012 06:30 ET

Alexander Mining plc-Proposed Capital Re-Organisation and Notice of General Meeting

LONDON, UNITED KINGDOM--(Marketwire - May 21, 2012) - Alexander Mining plc (TSX VENTURE:AXD)(AIM:AXM) ("Alexander" or the "Company"), the AIM-listed mineral processing technologies company, announces that it has today posted to shareholders notice of a general meeting for approval of a proposed capital re-organisation to be held at 11:00am on 14 June 2012, or immediately following the conclusion of the AGM being held at 10.30 am, at the East India Club, 16 St James's Square, London, SW1Y 4LH (the "General Meeting").

Background

Alexander, in common with a multitude of other companies in the mining sector, has been affected by the acutely challenging economic and market conditions. The market value of the ordinary shares has fallen below their nominal value of 10 pence and, as a result, Alexander is precluded by the Companies Act 2006 (the "Act") from issuing new shares at or around their current market value, meaning that, if required, any realistic opportunity to raise equity finance is closed to the Company. The Company may have a need to issue new shares, whether as part of an equity fund-raising or as consideration for the acquisition of new assets, as and when an opportunity may arise which may complement or enhance the Company's business. To take advantage expeditiously of the opportunities that may exist, the Board may be required to take a flexible approach to agreeing transactions involving the issue of shares at less than the current nominal value of 10 pence. In order to facilitate this, the Directors are seeking shareholder approval for the proposed capital re-organisation.

The Capital Re-organisation and New Articles of Association

Under the proposed capital re-organisation each ordinary share of 10 pence each ("Existing Ordinary Share") on the register of members of the Company at 11.59 pm on 14 June 2012 (or such other time or date as the Board may determine) will be divided into:

1 new ordinary share of 0.1 pence each ("New Ordinary Share"); and

1 deferred share of 9.9 pence each ("Deferred Share").

(the "Capital Re-organisation")

Therefore, following the Capital Re-organisation, the number of New Ordinary Shares held by each existing shareholder will be the same as the number of Existing Ordinary Shares held by them immediately before the Capital Re-organisation.

The New Ordinary Shares will have the same rights and benefits of the Existing Ordinary Shares. The number of New Ordinary Shares in issue following the Capital Re-organisation will be unchanged from the number of Existing Ordinary Shares in issue immediately prior to the Capital Re-organisation.

The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders. No share certificates will be issued for the Deferred Shares. It is currently intended that, in due course, all the Deferred Shares will be re-purchased by the Company, at its sole discretion, for an aggregate consideration of £1 and cancelled. For the same purpose, amended articles of association are proposed to be adopted including the limited rights proposed for the Deferred Shares (the "New Articles of Association").

Further, it is proposed that the article setting out the authorised share capital be removed in the New Articles of Association as permitted under the Act. The Directors will still be limited as to the number of shares they can at any time allot because an allotment authority continues to be required under the Act.

In addition, shareholders will be asked to grant to the Directors replacement authorities to issue New Ordinary Shares and to allot the same without applying pre-emption rights in accordance with the Act, on the basis of the same number of ordinary shares at the new nominal value as previously set out in the notice of Annual General Meeting.

Admission to trading on AIM

Application will be made for the New Ordinary Shares to be admitted to trading on AIM. Dealings in the Existing Ordinary Shares will cease at the close of business on the date of the General Meeting and dealings in the New Ordinary Shares are expected to commence at 8:00am on 15 June 2012, being the day following the General Meeting.

The ISIN and SEDOL numbers of the New Ordinary Shares will be the same as the Existing Ordinary Shares and any share certificates for the Existing Ordinary Shares will remain valid for the New Ordinary Shares.

Recommendation and voting intentions

A failure to obtain the requisite support of the shareholders at the General Meeting would prevent the Company from proceeding with the Capital Re-organisation which would therefore prohibit the Directors from issuing shares at less than 10 pence per share.

The Board considers that the proposals described are in the best interests of the Company and of the shareholders as a whole. Accordingly, the Board recommends that shareholders should vote in favour of the resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings amounting to, in aggregate, 10,906,000 Existing Ordinary Shares (representing 8.02 per cent of the Existing Ordinary Shares).

Availability of Documents

A circular which sets out full details of the Capital Re-organisation (the "Circular"), a form of proxy for shareholders and a copy of the Company's Annual Accounts for the period ending 31 December 2011 have been sent to shareholders today.

Copies of the Circular, the form of proxy, the proposed New Articles of Association and Annual Accounts are available on the Company's website at www.alexandermining.com. Additional copies will be made available to the public, free of charge, from the Company's registered office at 35 Piccadilly, London W1J 0DW.

Disclaimers

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This news release contains forward looking information, being statements and information which are not historical facts, including discussions of future plans and objectives. There can be no assurance that such statements and information will prove accurate. Such statements and information are necessarily based upon a number of estimates and assumptions that are subject to numerous risks and uncertainties that could cause actual results and future events to differ materially from those anticipated or projected. Important factors that could cause actual results to differ materially from the Company's expectations are in Company documents filed from time to time with the TSX Venture Exchange and provincial securities regulators, most of which are available at www.sedar.com. Although the Company does not anticipate any objection, the Company is required under the rules of the TSX Venture Exchange to obtain TSX Venture Exchange approval of the proposed Capital reorganisation. The Company disclaims any intention or obligation to revise or update such statements and information unless required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Alexander Mining plc
    Martin Rosser
    Chief Executive Officer
    Mobile: +44 (0) 7770 865 341

    Alexander Mining plc
    Matt Sutcliffe
    Executive Chairman
    Mobile: +44 (0) 7887 930 758

    Alexander Mining plc
    1st Floor, 35 Piccadilly
    London, W1J 0DW
    +44 (0) 20 7292 1300
    +44 (0) 20 7292 1313 (FAX)
    mail@alexandermining.com
    www.alexandermining.com

    RFC Ambrian Limited
    Nominated Advisor and Broker
    Samantha Harrison / Jen Boorer
    +44 (0) 20 7634 4700

    XCAP Securities plc
    Joint Broker
    Karen Kelly / Adrian Kirk / David Lawman
    +44 (0) 20 7101 7070

    Public/Media Relations
    Britton Financial PR
    Tim Blackstone
    +44 (0) 20 7242 9786