| Tue 17 May 2011, 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
(Registration 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 2010 will be available
on the Company`s website www.africaneagle.co.uk from today, Tuesday 17 May 2011.
To those shareholders who have opted to receive the Company`s Annual Report and
Accounts for the year ended 31 December 2010 in printed form, a copy has been
sent by post 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
Notice of Annual General Meeting and Publication of the Annual Report and
Accounts 2010
Please accept this letter as notification that the Company`s Notice of Annual
General Meeting and Annual Report for the year ended 31 December 2010 have now
been published on the Company`s website at www.africaneagle.co.uk.
I have pleasure in: (a) attaching the Notice of this year`s Annual General
Meeting which will be held at 3.00pm (London, UK time) on 9 June 2011 at the
Company`s offices at 2nd Floor, 6-7 Queen Street, London, EC4N 1SP, United
Kingdom; and (b) the proxy-voting card. Please ensure that you use this proxy-
voting card if you wish to register your votes at the Annual General Meeting, as
generic cards are not available on the Company`s website. Alternatively, you can
register your proxy electronically by logging onto www.capitaregistrars.com.
Full details of how to register are given on that website.
We would like to thank you for having consented to receive information via the
Company`s website, as this will contribute to cost savings for the Company and
will minimise paper usage.
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 record date (as
described in Note 13) for the Annual General Meeting of the Company on 9 June
2011 at 3.00pm (London, UK time), 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,
United Kingdom on 9 June 2011 at 3.00pm (London, UK time) in order to consider
and, if thought fit, pass resolutions 1 to 8 as Ordinary Resolutions and
resolution 9 as a Special Resolution:
Ordinary Resolutions
1 To receive the Annual Report and Accounts for the year ended 31 December
2010.
2 To re-elect Bevan John Metcalf who is retiring by rotation under the
Articles of Association as a director of the Company.
3 To re-elect Euan Arthur Worthington who is retiring by rotation under the
Articles of Association as a director of the Company.
4 To elect Julian Alexander McIntyre as a director of the Company.
5 To re-appoint Grant Thornton UK LLP as auditors and to authorise the
directors to fix their remuneration.
6 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 GBP1,227,462 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 551 of the 2006 Act.
7 To adopt the Company`s Unapproved Share Option Scheme (as amended) for a
further 5 years.
8 To adopt the UK Government Enterprise Management Incentive ("EMI") Share
Option Plan for UK tax resident employees.
Special Resolution
9 THAT, subject to the passing of resolution 6, 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 6 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:
9.1 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
9.2 the allotment (otherwise than pursuant to sub-paragraph 9.1 above) of
equity securities up to an aggregate nominal value equivalent to 30% 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 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.
Explanatory Notes
Resolutions 6 and 9 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 renew the Company`s unapproved share option scheme (as
amended) for a further 5 years while resolution 8 will allow share options
granted to UK tax resident employees of the Company to benefit from tax
advantages under an EMI government approved scheme. Under the rules of both
schemes, the number of share options granted will not together exceed 10% of the
issued share capital of the Company.
By order of the Board
Bevan Metcalf
Company Secretary
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, United Kingdom or;
* Register electronically by logging onto www.capitaregistrars.com. Full
details of how to register are given on that website.
Your proxy appointment must be received by African Eagle Resources plc or Capita
Registrars no later than 3.00pm (London, UK time) on 7 June 2011.
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 the proxy form to
communicate with the Company for any purposes other than those expressly
stated.
12. The Company`s amended Unapproved Share Option Scheme and the Company`s EMI
Share Option Plan will be available for inspection during normal business
hours at the Company`s offices on any weekday (Saturdays and public
holidays excepted) from the date of this notice until the conclusion of the
Annual General Meeting, and on the Company`s website:
http://www.africaneagle.co.uk. The principal amendments to the rules of the
Unapproved Share Option Scheme are to: (i) update legislative references
and certain definitions; (ii) permit options to be exercised in part
(previously all options granted in any particular year had to be exercised
in full); (iii) enable Optionholders who leave for a good reason to retain
options that have not yet vested; (iv) extend the time period during which
vested options can be exercised as of right on resignation, except as a
consequence of or in connection with gross misconduct from 90 to 180 days;
and (v) in Appendix 1 and 2, request the Optionholder to clarify his UK tax
residence status on exercising his options. The unapproved share option
contract has also been amended to provide for the option holder to
reimburse 50% of any UK Employers` National Insurance Contributions arising
in excess of two time the exercise price. Before this proposed amendment
the Optionholder was required to indemnify the Company for any UK
Employers` National Insurance Contributions which arises on exercise. The
Company have made this change in order to attract and retain employees.
13. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the time by which a person must be entered on the register of members
in order to have the right to attend and vote at the Annual General Meeting
is 3.00pm (London, UK time) on 7 June 2011, (being not more than 48 hours
prior to the time fixed for the Meeting) or, if the Meeting is adjourned,
such time being not more than 48 hours prior to the time fixed for the
adjourned meeting. Changes to entries on the register of members after
that time will be disregarded in determining the right of any person to
attend or vote at the Meeting.
Sponsor
Merchantec Capital
17 May 2011
For further information, see the Company`s website www.africaneagle.co.uk or
contact one of the following:
Bevan Metcalf - Finance Director
African Eagle Resources plc
+44 20 7248 6059
+44 77 5640 6899
Andrew Chubb/Bhavesh Patel
Canaccord Genuity Limited
+44 20 7050 6500
Guy Wilkes
Ocean Equities Limited
+44 20 7786 4370
Charmane Russell/Marion Brower
Russell & Associates, Johannesburg
+ 27 11 8803924
+ 27 82 8928052
About African Eagle
Since discovering a major nickel oxide deposit at Dutwa in Tanzania, African
Eagle is in transition from an explorer into a nickel producer. The Company is
now working towards a pre-feasibility study at Dutwa which is scheduled for
completion by the end of Q3, 2011. In addition the Company is also evaluating a
second promising nickel oxide at Zanzui, which is located 60 km from Dutwa.
Aside from its nickel projects, the most valuable asset is the copper portfolio
in Zambia which the Company plans to IPO later this year.
Date: 17/05/2011 08:00:01 Produced by the JSE SENS Department.
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