| Thu 20 May 2010, 8:00 | | AEA - African Eagle Resources plc- Communication With Shareholders & Notice Of |
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AEA
AEA
AEA - African Eagle Resources plc- Communication With Shareholders & Notice Of
AGM
African Eagle Resources plc
(Incorporated in England and Wales, registered number 3912362)
AIM share code: AFE AIM ISIN: GB0003394813
JSE share code: AEA JSE ISIN: GB0003394813
Communication with shareholders & Notice of AGM
African Eagle Resources plc ("African Eagle", "AFE" or "the Company", ticker
AIM: AFE, AltX: AEA) has today sent the communications detailed below to its
shareholders.
The Company advises all its shareholders and other interested parties that the
Annual Report and Accounts for the year ended 31 December 2009 will be available
on the Company`s website www.africaneagle.co.uk from today, Thursday 20 May
2010.
To those shareholders who have opted to receive the Company`s Annual Report and
Accounts for the year ended 31 December 2009 in printed form, a copy has been
sent by post today together with the Notice of the Company`s Annual General
Meeting and a proxy-voting card.
Letter to shareholders who have opted to receive the Annual Report and Accounts
electronically.
Dear Shareholder
Please accept this letter as notification that the Company`s Notice of Annual
General Meeting and Annual Report and Accounts for the year ended 31 December
2009, have now been published on the Company`s website at
www.africaneagle.co.uk.
I have pleasure in attaching the Notice of this year`s Annual General Meeting
which will be held at 2.00pm on 15 June 2010 at the Company`s office at 2nd
Floor, 6-7 Queen Street, London, EC4N 1SP. Also enclosed is your proxy-voting
card. Please ensure that you use this if you wish to register your votes, as
generic proxy cards are not available on the Company`s website.
You will note that Resolution 7 set out in the Notice seeks to (i) abolish those
provisions of the Memorandum of Association of the Company which were, with
effect from 1 October 2009 deemed, by virtue of the Companies Act 2006, to form
part of the Articles of Association of the Company; and (ii) replace the
existing Articles of Association of the Company (the "Current Articles") with
new updated Articles of Association ("New Articles"). An explanatory note in
respect of the changes is now available on the website.
Copies of the New Articles and the Current Articles can be found on the
Company`s website (www.africaneagle.co.uk) or can be obtained from the Company
Secretary, African Eagle Resources plc, 2nd Floor, 6-7 Queen Street, London,
EC4N 1SP. Telephone: +44 207 248 6059.
We would like to thank you for having consented to receive this information via
the Company`s website, as this will contribute to cost savings for the Company
and will minimise paper usage. If you require assistance while registering your
email address, please telephone Capita Registrars on 0871 664 0391. If dialling
from overseas please call + 44 20 8639 3367.
Notice of Annual General Meeting
Please note that this document is important and requires your immediate
attention. If you are in any doubt as to the action to be taken, please consult
an independent adviser immediately.
If you have sold or transferred or otherwise intend to sell or transfer all of
your holding of ordinary shares in the Company prior to the Annual General
Meeting of the Company on 15 June 2010 at 2.00pm, you should send this document,
together with the accompanying Form of Proxy, to the (intended) purchaser or
transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was or is to be effected for transmission to the (intended) purchaser
or transferee.
Notice is hereby given that the Annual General Meeting of the Company will be
held at the Company`s offices at 2nd Floor, 6-7 Queen Street, London, EC4N 1SP,
on 15 June 2010 at 2.00pm in order to consider and, if thought fit, pass
resolutions 1 to 5 as Ordinary Resolutions and resolution 6 and 7 as a Special
Resolutions:-
Ordinary Resolutions
1. To receive the Annual Report and Accounts for the year ended 31 December
2009.
2. To re-elect Mark Parker who is retiring by rotation under the Articles of
Association as a director of the Company.
3. To re-elect Geoffrey Cooper who is retiring by rotation under the Articles
of Association as a director of the Company.
4. To re-appoint Grant Thornton UK LLP as auditors and to authorise the
directors to fix their remuneration.
5. That, in accordance with section 551 of the Companies Act 2006 ("2006
Act"), the Directors be generally and unconditionally authorised to allot
shares in the Company or grant rights to subscribe for or to convert any
security into shares in the Company ("Rights") up to an aggregate nominal
amount of GBP296,762 provided that this authority shall, unless renewed,
varied or revoked by the Company, expire at the end of the next Annual
General Meeting of the Company to be held after the date on which this
resolution is passed, save that the Company may, before such expiry, make
an offer or agreement which would or might require shares to be allotted or
Rights to be granted and the Directors may allot shares or grant Rights 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.
Special Resolutions
6. That, subject to the passing of resolution 5, the Directors be given the
general power to allot equity securities (as defined by section 560 of the
Companies Act 2006 ("2006 Act")) for cash, either pursuant to the authority
conferred by resolution 5 or by way of a sale of treasury shares, as if
section 561(1) of the 2006 Act did not apply to any such allotment,
provided that this power shall be limited to:
- the allotment of equity securities in connection with an offer by way
of a rights issue to the holders of ordinary shares in proportion (as
nearly as may be practicable) to their respective holdings but subject
to such exclusions or other arrangements as the Board may deem
necessary or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems in or under
the laws of any territory or the requirements of any regulatory body
or stock exchange; and
- the allotment (otherwise than pursuant to sub-paragraph 6.1 above) of
equity securities up to an aggregate nominal value equivalent to 10%
of the Issued Share Capital of the Company;
The power granted by this resolution will expire on the conclusion of the
Company`s next annual general meeting (unless renewed, varied or revoked by
the Company prior to or on such date) save that the Company may, before
such expiry make offers or agreements which would or might require equity
securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously
granted to the Directors to allot equity securities as if either section
89(1) of the Companies Act 1985 or section 561(1) of the 2006 Act did not
apply but without prejudice to any allotment of equity securities already
made or agreed to be made pursuant to such authorities.
7. That:
- 7.1 the Articles of Association of the Company be amended by deleting
all the provisions of the Company`s Memorandum of Association which,
by virtue of section 28 of the Companies Act 2006, are to be treated
as provisions of the Company`s Articles of Association; and
- 7.2 the Articles of Association produced to the meeting and initialled
by the chairman of the meeting for the purpose of identification be adopted
as the Articles of Association of the Company in substitution for, and to
the exclusion of, the existing Articles of Association.
Explanatory Notes
Resolutions 5 and 6 will empower the directors to issue and allot shares for
cash or other consideration up to the limits stated, to existing or new
shareholders.
Resolution 7 will ensure that the Company`s Articles comply with the Companies
Act 2006.
By order of the Board
Bevan Metcalf
Company Secretary
Registered Office:
2nd Floor
6-7 Queen Street
London
EC4N 1SP
29 April 2010
Notes:
1. As a member of the Company you are entitled to appoint a proxy to exercise
all or any of your rights to attend, speak and vote at a general meeting of the
Company. You can only appoint a proxy using the procedures set out in these
notes.
2. Appointment of a proxy does not preclude you from attending the meeting and
voting in person. If you have appointed a proxy and attend the meeting in
person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the
meeting to represent you. To appoint as your proxy a person other than the
Chairman of the meeting, insert their full name in the box. If you sign and
return this proxy form with no name inserted in the box, the Chairman of the
meeting will be deemed to be your proxy. Where you appoint as your proxy someone
other than the Chairman, you are responsible for ensuring that they attend the
meeting and are aware of your voting intentions. If you wish your proxy to make
any comments on your behalf, you will need to appoint someone other than the
Chairman and give them the relevant instructions directly.
4. You may not appoint more than one proxy to exercise rights attached to any
one share.
5. To direct your proxy how to vote on the resolutions mark the appropriate box
with an `X`. To abstain from voting on a resolution, select the relevant "Vote
withheld" box. A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against the resolution.
If you give no voting indication, your proxy will vote or abstain from voting at
his or her discretion. Your proxy will vote (or abstain from voting) as he or
she thinks fit in relation to any other matter which is put before the meeting.
6. To appoint a proxy you must:
- Ensure that the attached proxy form is completed, signed and sent to
African Eagle Resources plc, 2nd Floor, 6-7 Queen Street, London EC4N
1SP or;
- Register electronically by logging onto www.capitaregistrars.com. Full
details of the procedure are given on that website.
- Your proxy appointment must be received by African Eagle Resources plc
or Capita Registrars no later than 2.00pm 13 June 2010.
7. In the case of a member which is a company, the Form of Proxy must be
executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company.
8. Any power of attorney or any other authority under which this proxy form is
signed (or a duly certified copy of such power or authority) must be included
with the proxy form.
9. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the names
of the joint holders appear in the Company`s register of members in respect of
the joint holding (the first-named being the most senior).
10. If you submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies will take
precedence.
11. You may not use any electronic address provided in this proxy form to
communicate with the Company for any purposes other than those expressly stated.
Sponsor
Nedbank Capital
20 May 2010
Date: 20/05/2010 08:00:01 Produced by the JSE SENS Department.
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