Frontier Resources International plc

LSE : FRGP


February 01, 2013 09:57 ET

Notice of General Meeting

                                                                                                           

                                                                                            1 February 2013
                                                                                               GB00B3K9ML24
                                   Frontier Resources International Plc
                                        ("Frontier" or the "Company")
                                                     
                                         Notice of General Meeting

The text set out below has been posted to shareholders in the Company today.



THIS  DOCUMENT  IS  IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are  in  any  doubt  about  the
contents of this Document, or the action you should take, you should seek your own personal ?nancial advice
immediately  from your stockbroker, bank manager, solicitor, accountant, fund manager or other  independent
?nancial adviser who specialises in advising on the acquisition of shares and other securities and is  duly
authorised  under the Financial Services and Markets Act 2000 (''FSMA'') if you are in the  United  Kingdom
or,  if  not, from another appropriately authorised independent adviser who specialises in advising on  the
acquisition of shares and other securities.

If  you  have  sold or otherwise transferred all of your Ordinary Shares, please immediately  forward  this
document,  together  with  the  accompanying Form of Proxy, to the  purchaser  or  transferee,  or  to  the
stockbroker,  bank  or  other agent through whom the sale or transfer was effected,  for  delivery  to  the
purchaser  or transferee. However, such documents should not be forwarded or transmitted in, into  or  from
the  United States, Japan, Australia or the Republic of South Africa or any other jurisdiction if to do  so
would  constitute a violation of the relevant laws of such jurisdiction. The distribution of this  document
in  jurisdictions  other than the UK may be restricted by law and therefore persons into  whose  possession
this document comes should inform themselves about and observe any such restrictions. Any failure to comply
with  such  restrictions may constitute a violation of the securities laws of any such  jurisdictions.  Any
person  (for  example but without limitation a custodian or a nominee) who has or may  have  a  contractual
obligation  or  some  other  legal  obligation, or otherwise intends,  to  forward  this  document  to  any
jurisdiction outside the UK should seek appropriate advice before taking any action.

                                                     
                                                     
                                   Frontier Resources International plc
                                                     
            (Incorporated and registered in England and Wales with registered number 06573154)
                                                     
                                                     
                                         Notice of General Meeting
                                                     


The  Directors  whose  names appear on page 1 of this Document accept responsibility  for  the  information
contained in this Document including individual and collective responsibility for compliance with the  ISDX
Rules  and  the  recommendation  set out in paragraph 6 on page 3 of this Document.  To  the  best  of  the
knowledge and belief of the Directors (who have taken reasonable care to ensure that such is the case)  the
information contained in this Document for which they are responsible (as above) is in accordance with  the
facts  and  there  are  no  other  facts the omission of which is likely  to  affect  the  import  of  such
information.

Notice of a General Meeting of the Company to be held at Staple Court, 11 Staple Inn Buildings, London WC1V
7QH  at  12.00 noon on Thursday 21 February 2013 is set out at the end of this Document. Shareholders  will
find  enclosed  a  Form of Proxy for use at the General Meeting which, to be valid, must be  completed  and
returned  so as to be received by the Company's registrars, Neville Registrars of Neville House, 18  Laurel
Lane,  Halesowen  B63 3DA, as soon as possible and in any event not later than 12.00 noon  on  20  February
2013.  Completion and return of the Form of Proxy will not preclude Shareholders from attending the meeting
and  voting in person should they subsequently wish to do so. The Directors' recommendation is set  out  on
page 3 of this Document.


CONTENTS
                                                                                                       Page
                                                                                                           
Letter from the Chairman of Frontier                                                                      1
Notice of General Meeting                                                                                 4

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
                                                                                                           
Latest time and date for receipt of Forms of Proxy                                            12.00 noon on
                                                                                 Wednesday 20 February 2013
General Meeting                                                                               12.00 noon on
                                                                                  Thursday 21 February 2013


DEFINITIONS
"Act"                             Companies Act 2006
"Admission"                       admission of the Ordinary Shares to trading on AIM becoming effective in
                                  accordance with the AIM Rules
"AIM"                             a market operated by the London Stock Exchange
"City Code"                       the  City Code on Takeovers and Mergers (United Kingdom) as issued  from
                                  time  to  time by or on behalf of the Panel on Takeovers and Mergers  in
                                  the United Kingdom;
"Company" or "Frontier"           Frontier  International Resources Plc, a company registered  in  England
                                  and Wales with registered number 06573154
"Current Articles"                the  articles  of  association of the Company as at  the  date  of  this
                                  Document
"Directors" or "Board"            the current directors of the Company, whose names are set out on page  1
                                  of this Document
"Document"                        this document, as prepared in accordance with the ISDX Rules
"Form of Proxy"                   the form of proxy enclosed with this Document
"General Meeting"                 the  general meeting of the Company to be held at 12.00 noon on Thursday
                                  21  February 2013 at Staple Court, 11 Staple Inn Buildings, London  WC1V
                                  7QH
"ISDX"                            a market operated by ICAP Securities and Derivatives Exchange Limited, a
                                  recognised  investment  exchange under  section  290  of  the  Financial
                                  Services and Markets Act 2000
"London Stock Exchange"           London Stock Exchange plc
"New Articles"                    the new articles of association of the Company to be adopted pursuant to
                                  the Resolutions
"Ordinary Shares"                 the  77,220,435 issued Ordinary Shares of 1p each as at the date of this
                                  Document
"Resolutions"                     the  resolutions contained in the Notice of General Meeting set  out  on
                                  page 4 of this Document
"Shareholders"                    the  persons who are registered as holders of Ordinary Shares from  time
                                  to time


                                   Frontier Resources International plc
                                                     
                      (Incorporated in England and Wales under the Companies Act 1985
                                     with registered number 06573154)
                                                     
                                                     
Directors:                                                                             Registered Office:
Ric Piper (Non-Executive Chairman)                                                          Staple Court,
Jack Keyes (Chief Executive Officer)                                      11 Staple Inn Buildings, London
                                                                                                 WC1V 7QH
John O'Donovan (Non-Executive Director)                                                                  
Andrew Grosse (Non-Executive Director)
Gavin Bonnar (Non-Executive Director)

1 February 2013

To the shareholders and for information only, to any holders of options over ordinary shares

Dear Shareholder,
                                         Notice of General Meeting

1.      Update on the proposed move to AIM

In May last year the Company announced that it planned to move the listing of the Company's shares from the
ICAP Securities & Derivates Exchange (formerly the PLUS Market) ("ISDX") to AIM, a market regulated by  the
London  Stock  Exchange,  which the Board anticipates will be completed during March  this  year.  Detailed
preparations for the Admission have been underway for some time and substantial progress has been made  and
announced, including the recent award of the exploration production and sharing agreement for Block  38  in
Oman, the disposal of the Company's US production assets and the appointments to the Board of Ric Piper  as
Chairman and Gavin Bonnar as a non-executive director.

The  Company's  shares  were  first  admitted to trading on ISDX in January  2009,  a  market  for  smaller
companies' shares. The Board has decided that moving the Company's listing of its Ordinary Shares from ISDX
to  AIM is the logical next step for the Company given its progress to date, the encouraging prospects  for
Block  38  and  AIM's  higher  profile, broader investor base, liquidity and the  access  to  institutional
investors it would provide.

2.      Increase in authorised share capital and authority to issue shares

The  Board intends, at the same time as Admission, to raise additional capital to fund the Company  through
the  next  stages  of  its  exploration programme in Block 38 in Oman as well as in  its  Southern  African
exploration projects in Namibia and Zambia. Further issues of Ordinary Shares may also be required  in  the
future in excess of the current authorities to allot Ordinary Shares.

Accordingly,  the  Company  is  seeking  shareholder approval now to  ensure  that  the  Company  will,  as
appropriate,  be  able  to  issue  shares for cash with new institutional investors  immediately  prior  to
Admission.

3.      New Articles of Association

The  Company  also  intends  to  adopt new articles of association ("New Articles")  to  reflect  the  full
implementation  of the Act since the Current Articles were adopted and current best practice  on  AIM.  The
principal changes in the New Articles  compared to the Current Articles are set out below.

    *       Removal of objects
The  provisions regulating the operations of the Company are currently set out in the Company's  memorandum
and  articles  of  association. The Company's memorandum contains, among other things, the  objects  clause
which sets out the scope of the activities the Company is authorised to undertake. This is drafted to  give
a wide scope.

The  Act significantly reduced the constitutional significance of a company's memorandum. Under the Act the
objects  clause  and  all  other  provisions which are contained in a company's  memorandum,  for  existing
companies at 1 October 2009, were deemed to be contained in the company's articles of association  but  the
company can remove these provisions by special resolution.

Further  the  Act  states  that  unless a company's articles provide otherwise,  a  company's  objects  are
unrestricted. This abolishes the need for companies to have objects clauses. For this reason the Company is
proposing  to  remove  its objects clause together with all other provisions of its  memorandum  which,  by
virtue  of the Act, are now treated as forming part of the Company's articles of association. As the effect
of  this  resolution will be to remove the statement currently in the Company's memorandum  of  association
regarding  limited  liability,  the New Articles also contain an express statement  regarding  the  limited
liability of shareholders.
    
    *       Authorised share capital
The  Act  abolishes the requirement for a company to have an authorised share capital and the New  Articles
reflect this.
    
    *       Chairman's casting vote
The  New  Articles remove the provision giving the chairman a casting vote in the event of an  equality  of
votes, as this is no longer permitted under the Act.
    
    *       Appointment of proxies
The  time limits for the appointment or termination of a proxy appointment have been altered in the Act  so
that  articles of association cannot provide that they should be received earlier than 48 hours before  the
meeting  or in the case of a poll taken more than 48 hours after the meeting, earlier than 24 hours  before
the  time for taking of a poll, with weekends and bank holidays permitted to be excluded.  The New Articles
have been updated to reflect this.
    
    *       Retirement by rotation
The  Current Articles contain an obligation on one third of the Directors to retire at each Annual  General
Meeting.   This  will  be  replaced with an obligation that any Director should offer  themselves  for  re-
election  at  least  once  every three years, which matches the obligation in the  Combined  Code  for  all
directors to submit themselves for re-election at regular intervals and at least every three years.

    *       City Code provisions
The  City  Code  applies to all public companies that have their registered office  and  central  place  of
management  in the United Kingdom, the Channel Islands or the Isle of Man. Currently the Company  does  not
have  its  central place of management in the United Kingdom, and so the City Code does not apply.  Changes
are  expected to be made to the applicability of the City Code in the near future, at which point  it  will
apply to the Company. In the meantime the Board considers it appropriate to adopt provisions similar to the
City Code in the New Articles.

The  relevant  provisions in the New Articles seek to prohibit the holding or acquisition  of  30%  of  the
Ordinary  Shares without the consent of the Board. This is in line with Rule 9 of the City Code,  with  the
Board  acting as a substitute for the Panel on Takeovers and Mergers (the governing authority of  the  City
Code). The provisions also prohibit actions which would be in breach of Rules 4, 5 and 6 of the City  Code,
if it applied.

The  Directors have full authority to determine the application of these provisions, subject  to  obtaining
competent  independent  advice (in line with Rule 3 of the City Code). Once (as  expected)  the  City  Code
applies to the Company, these provisions will fall away.

The adoption of the New Articles is conditional, inter alia, on shareholder approval and Admission.

4.      General Meeting

Accordingly, you will find attached to this letter, notice of the General Meeting of the Company to be held
at  Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 12.00 noon on Thursday 21 February  2013.  At
the General Meeting the following resolution will be proposed as an ordinary resolution:

Resolution 1:          Resolution  1  is  an ordinary resolution to authorise the Directors  to  allot  new
                       Ordinary  Shares  with a nominal value of up to £3,000,000, with such  authority  to
                       expire on 30 June 2013.

In addition, the following resolutions will be proposed as special resolutions:

Resolution 2:          Resolution  2 is a special resolution to dis-apply shareholder statutory pre-emption
                       rights  (which  require  a company to offer new shares for cash  first  to  existing
                       shareholders in proportion to their holdings).

Resolution 3:          Resolution  3  is  a special resolution to adopt the New Articles,  subject  to  and
                       conditional upon Admission.

If  approved  by  Shareholders, Resolutions 1 and 2 will enable the Company to issue up to 300,000,000  new
Ordinary Shares for cash with new investors immediately prior to Admission.

5.      Action to be taken

You  will  find enclosed a Form of Proxy for use in connection with the General Meeting. The Form of  Proxy
should  be completed in accordance with the instructions printed thereon, whether or not you intend  to  be
present  at  the General Meeting, and returned to the Company's registrars, Neville Registrars  of  Neville
House,  18  Laurel Lane, Halesowen B63 3DA as soon as possible and in any event so that it is received  not
later  than 12.00 noon. on Wednesday 20 February 2013. Completion and return of the Form of Proxy will  not
prevent you from attending the General Meeting and voting in person, if you so wish.

A  copy  of  the  draft New Articles is available for inspection at the Company's registered office  during
normal  business hours from the date of this letter until the date of the General Meeting and can  also  be
downloaded from the Company's website, being www.friplc.com.

6.      Recommendation

The  Directors  unanimously recommend that shareholders vote in favour of the Resolutions  at  the  General
Meeting  as they intend to do in respect of their own benefical holdings of 30,462,937 ordinary  shares  in
aggregate, representing 38.68% per cent. of the Company's issued share capital.

Yours faithfully


Ric Piper
Non-executive Chairman



                                   Frontier Resources International plc
                      (Incorporated in England and Wales under the Companies Act 1985
                                     with registered number 06573154)
                                                     
                                              (the "Company")
                                                     
                                         NOTICE OF GENERAL MEETING
                                                     
                                                     
NOTICE  IS  HEREBY GIVEN that a General Meeting of the Company will be held at Staple Court, 11 Staple  Inn
Buildings,  London  WC1V 7QH at 12.00 noon on 21 February 2013 to consider, and if thought  fit,  pass  the
following resolutions as an Ordinary Resolution and Special Resolutions (as designated below):


ORDINARY RESOLUTION
      
    1.      THAT, in accordance with section 551 of the Companies Act 2006 ("2006 Act"), the directors of the
        Company ("Directors") be generally and unconditionally authorised to allot shares in the Company or grant
        rights to subscribe for or convert any security into shares in the Company with the meaning of that section
        on and subject to such terms as the Directors may determine up to an aggregate nominal amount of £3,000,000
        provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 30 June
        2013 save that the Company may, before such expiry, make an offer or agreement which would or might require
        shares  to  be allotted and the Directors may allot shares in pursuance of such offer or  agreement
        notwithstanding that the authority conferred by this resolution has expired.
        
        This  authority  is  in substitution for all previous authorities conferred  on  the  Directors  in
        accordance  with  section 80 of the Companies Act 1985 or section 551 of the 2006 Act  but  without
        prejudice to any allotment of shares already made or offered or agreed to be made pursuant to  such
        authorities.

SPECIAL RESOLUTIONS
    2.      THAT, subject to and conditional upon the passing of resolution 1 and in accordance with section
        570 of the 2006 Act, the Directors be generally empowered to allot equity securities (as defined in section
        560 of the 2006 Act) pursuant to the authority conferred by resolution 1, as if section 561(1) of the 2006
        Act did not apply to any such allotment, provided that this power shall be limited to:
        
        2.1     the allotment of equity securities in connection with an offer of such securities to holders of
                 Ordinary Shares where the equity securities for which Ordinary Shares are respectively entitled to
                 subscribe are proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them,
                 but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in
                 relation to fractional entitlements or any legal or practical problems under the laws of any overseas
                 territory or the requirements of any regulatory body or stock exchange; and
                 
        2.2     the allotment (otherwise than under paragraph 2.1 above) of equity securities up to an aggregate
                 nominal value of £3,000,000.
                 
    3.      THAT, subject to and conditional upon the passing of resolutions 1 and 2 and upon admission of the
        Company's shares on AIM (a market operated by the London Stock Exchange), the draft regulations produced to
        the meeting and, for the purposes of identification, attached to this resolution be adopted as the articles
        of association of the Company in substitution for, and to the exclusion of, the existing articles of
        association.
        




By order of the Board

Ric Piper
Director

1 February 2013

Registered Office:
Staple Court,
11 Staple Inn Buildings,
London WC1V 7QH



Notes
1. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that
only  those  members registered in the Register of Members of the Company at 6.00 p.m. on 19 February  2013
(or  if  the  General Meeting is adjourned, members entered on the Register of Members of the  Company  not
later  than 48 hours before the time fixed for the adjourned General Meeting) shall be entitled  to  attend
and  vote  at the General Meeting in respect of the number of Ordinary Shares registered in their  name  at
that time.  Changes to the entries on the Register of Members of the Company after 6.00 p.m. on 19 February
2013 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2.  All members are entitled to attend the General Meeting in respect of the Resolutions contained in  this
Notice.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend,
speak  and  vote at the meeting.  A proxy need not be a member of the Company.  A member may  appoint  more
than  one  proxy  provided  each  proxy  is appointed to exercise  rights  attached  to  different  shares.
Completion  and  return  of a form of proxy will not preclude a member from attending  and  voting  at  the
meeting or any adjournment thereof in person.

4.  A  form  of proxy is attached and to be valid must be completed and lodged with the Registrars  of  the
Company,  Neville Registrars of Neville House, 18 Laurel Lane, Halesowen B63 3DA not later  than  24  hours
before the time appointed for the meeting or for any adjournment thereof together with, if appropriate, the
power  of attorney or other authority (if any) under which it is signed or a notarially certified or office
copy of such power or authority.

5.  In the case of joint holders, the signature of only one of the joint holders is required on the form of
proxy  but  the vote of the first named on the Register of Members of the Company will be accepted  to  the
exclusion of the other joint holders.

6.  CREST  members  who  wish to appoint a proxy or proxies by utilising the CREST  electronic  appointment
services may do so for the meeting and any adjournment of the meeting by using the procedures described  in
the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have
appointed  a  voting service provider(s) should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.

7.  In  order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message  (a
CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's
(EUI)  specifications and must contain the information required for such instructions, as described in  the
CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID) by 12.00 noon
on  19 February 2013. For this purpose, the time of receipt will be taken to be the time (as determined  by
the  timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able
to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

8.  CREST members and, where applicable, their CREST sponsors or voting service providers should note  that
EUI  does not make available special procedures in CREST for any particular messages. Normal system timings
and  limitations  will  therefore apply in relation to the input of CREST Proxy  Instructions.  It  is  the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting
service  provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted  by
means  of the CREST system by any particular time. In this connection, CREST members and, where applicable,
their  CREST  sponsors or voting service providers are referred, in particular, to those  sections  of  the
CREST Manual concerning practical limitations of the CREST system and timings.

9.  The  Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in  Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.

11.  To  appoint  more than one proxy you may photocopy the proxy form. Please indicate the proxy  holder's
name  and  the  number of shares in relation to which they are authorised to act as your proxy  (which,  in
aggregate,  should  not  exceed  the  number of shares held by you). Please  also  indicate  if  the  proxy
instruction  is one of multiple instructions being given. All forms must be signed and should  be  returned
together in the same envelope.


The Directors of the Company are responsible for the contents of this announcement.

Contact Details:
Frontier Resources International Plc.
Jack Keyes, CEO
Telephone: +1 (281) 920-0061

Ric Piper, Chairman
Telephone: +44 7966 381974

ISDX Corporate Adviser
Peterhouse Corporate Finance Limited
Duncan Vasey and Mark Anwyl
Telephone:+44 (0) 20 7220 9796




Contact Information

  • Frontier Resources International plc