Tuesday 20 November, 2018
URU Metals Limited
Replacement: Consolidation of Ordinary Shares
The following clarification has been made to the announcement by URU Metals Limited, “Consolidation of Ordinary Shares in issue” released on 13 November 2018 at 07:00 with RNS number 1138H.
It is noted that the existing ordinary shares of URU Metals had a nominal value of US$0.01 at the time of the Company’s admission to the AIM market in September 2007 (“AIM IPO”) and that Depositary Interests also had a nominal value of US$0.01, reflecting the then underlying nominal value of ordinary shares of the Company. The Board informs shareholders that the nominal value of the ordinary shares of the Company were reduced to “nil par value” by Board resolution on 25 September 2015. The change to the nominal value of ordinary shares of the Company did not require shareholder approval and has not affected the rights of shareholders of URU. The Company is incorporated in the British Virgin Islands (“BVI”) and, accordingly, is subject to BVI law. The Board believes that the change to the nominal value of ordinary shares of URU was in compliance with BVI law.
All other details remain unchanged. The full amended text is shown below.
(“URU Metals” or “the Company”)
Consolidation of Ordinary Shares in issue
URU wishes to inform shareholders that it is proposing to consolidate the existing ordinary share capital of the Company.
The Company currently has 780,571,489 ordinary shares of no par value each in issue (‘Existing Ordinary Shares’). The Board considers that this number of shares is considerably larger than that of similar sized companies on AIM and other Recognised Investment Exchanges and that this is having a negative effect on investor perception of the Company. Accordingly, a consolidation is being proposed in order to reduce the number of Existing Ordinary Shares that are in issue.
It is noted that the existing ordinary shares of URU Metals had a nominal value of US$0.01 at the time of the Company’s admission to the AIM market in September 2007 (“AIM IPO”) and that Depositary Interests also had a nominal value of US$0.01, reflecting the then underlying nominal value of ordinary shares of the Company. The Board informs shareholders that the nominal value of the ordinary shares of the Company were reduced to “nil par value” by Board resolution on 25 September 2015. The change to the nominal value of ordinary shares of the Company did not require shareholder approval and has not affected the rights of shareholders of URU. The Company is incorporated in the British Virgin Islands (“BVI”) and, accordingly, is subject to BVI law. The Board believes that the change to the nominal value of ordinary shares of URU was in compliance with BVI law.
Consolidation of Ordinary Shares in issue
The Directors have resolved to re-organise the Company’s share capital by combining all of the Existing Ordinary Shares on the basis of one new ordinary share of no par value (‘New Ordinary Share’) for every 1,000 Existing Ordinary Shares, such shares having the same rights and being subject to the same restrictions as the Existing Ordinary Shares as set out in the Articles of the Company (‘Consolidation’).
A fractional entitlement may arise as a result of the Consolidation unless a holding of Existing Ordinary Shares is exactly divisible by 1000. For example, a Shareholder holding 1,500 Existing Ordinary Shares would be entitled to one New Ordinary Share and a fraction of 0.5 of a New Ordinary Share will arise after the Consolidation (‘Fractional Shares’). These Fractional Shares will be aggregated and retained by the Company or sold for the benefit of the Company.
New Ordinary Shares
Post Consolidation, the number of New Ordinary Shares is expected to be approximately 780,571 New Ordinary Shares. The last day for dealing in the Existing Ordinary Shares on AIM is expected to be 20 November 2018. The exact number of New Ordinary Shares in issue post Consolidation will be confirmed in an RNS announcement, as soon as this number is known.
Shareholders who hold Depositary Interests will have such interests disabled in their CREST accounts on the Consolidation Record Date (as referred to below), and their CREST accounts will be credited with Depositary Interests representing the New Ordinary Shares to which they are entitled following Admission, which is expected to take place on 21 November 2018.
Following the Consolidation, any existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in certificated form, on or before 28 November 2018.
Expected Timetable
| Announcement of Consolidation to Shareholders | 13 November 2018 |
| Last day of dealings in the Existing Ordinary Shares | 20 November 2018 |
| Consolidation Record Date | 18:00 p.m. (GMT) on 20 November 2018 |
| Admission effective and dealings in New Ordinary Shares expected to commence on AIM | 08:00 a.m. (GMT) on 21 November 2018 |
| Crediting of CREST accounts with Depositary Interests representing New Ordinary Shares | 08:00 a.m. (GMT) on 21 November 2018 |
| Despatch of definitive share certificates in respect of New Ordinary Shares in certificated form | 28 November 2018 |
Share Capital Statistics
| Number of Existing Ordinary Shares at the date of this Announcement | 780,571,489 |
| Expected number of New Ordinary Shares in issue immediately following the Consolidation | 780,571 |
| ISIN for the New Ordinary Shares | VGG930042012 |
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
For further information, please contact:
| URU Metals Limited John Zorbas (Chief Executive Officer) | +1 416 504 3978 |
| SP Angel Corporate Finance LLP (Nominated Adviser and Broker) Ewan Leggat | + 44 (0) 203 470 0470 |
| SVS Securities Plc (Joint Broker) Tom Curran | +44 (0) 203 700 0093 |
