Released : 24/11/2016 12:39
Results of General Meeting
Sirius Minerals Plc (the "Company") previously announced on 3 November 2016 the publication of a Circular in connection with a General Meeting of the Company, to be held at 11.00 am on 24 November 2016 at De Vere West One, 9-10 Portland Pl, Marylebone, London W1B 1PR, United Kingdom.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of 2 November 2016.
The Company announces that the Resolutions as set out in the notice of the General Meeting appended to the Circular were passed at its General Meeting held today. A poll was conducted on each Resolution proposed at the General Meeting and the number of votes cast for and against each of the Resolutions, and the number of votes withheld, are detailed below.
Russell Scrimshaw, Chairman, commented:
"Today's successful General Meeting concludes the Stage 1 Financing and delivers a major milestone for Sirius Minerals. The financing has taken a huge amount of work and dedication from everyone at the Company and also from those that support our business. We are now focussed on the construction programme ahead and the path to first production for our North Yorkshire polyhalite project.
"I would like to thank our management team for their immense efforts in putting in place a financing package that is the second-largest UK mining equity issue on the London Stock Exchange since 2012 and the largest convertible bond to be issued by an AIM company.
"This has been an outstanding result for Sirius, but we believe it only represents the end of the beginning. I would like to thank all of our shareholders and supporters, old and new, in getting us to this point and look forward to their ongoing support as we seek to achieve further significant project development progress in the months and years ahead."
To authorise the Directors to allot shares and/or grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £9,259,139 in connection with the Firm Placing and Placing and Open Offer, the Royalty Financing Ordinary Shares in connection with the Royalty Financing and the issuance of the Convertible Bonds and upon each Convertible Bond Conversion.
FOR : 1,101,962,827 99.59%
AGAINST : 4,483,853 0.41%
Withheld : 130,013
To authorise the Directors to allot shares and dis-apply pre-emption rights in connection with the Firm Placing and Placing and Open Offer, the Royalty Financing Ordinary Shares in connection with the Royalty Financing and the issuance of the Convertible Bonds and upon each Convertible Bond Conversion up to an aggregate nominal amount of £9,259,139.**
FOR : 1,101,623,251 99.59%
AGAINST : 4,589,173 0.41%
Withheld : 324,702
* A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
** Passed as a special resolution.
The conditions contained in the Placing and Open Offer Agreement include, inter alia, (i) the Royalty Financing Agreement (which comprises a US$250 million royalty purchase amount and a US$50 million equity subscription) not having been terminated prior to Admission, (ii) the Subscription Agreement in connection with the Convertible Bond Offering having been entered into and not having been terminated prior to Admission, and (iii) Admission becoming effective by not later than 8.00 am on 29 November 2016 (or such later time and/or date as the Company and the Joint Bookrunners may agree).
Application will be made to the London Stock Exchange for the New Ordinary Shares issued in connection with the Firm Placing and Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 am on 28 November 2016.
Copies of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
The total number of Ordinary Shares in issue at the record date and time for voting is 2,313,619,115. Proxy appointments were received from shareholders holding 1,105,942,160 and 1,105,902,593 Ordinary Shares for resolutions one and two respectively, representing 47.80 and 47.79 per cent of the issued share capital.
Preparation works including further geotechnical studies on site are due to begin immediately. Highways improvements are scheduled to begin in the new year, with the detailed site preparation works targeted for quarter two next year. There will be a gradual ramp up of construction related activity and the Company intends to update the market accordingly and at regular intervals in the future.
This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 1 Financing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.
"WORK to build a new fertiliser mine has moved a step closer after shareholders approved its finance plan.
Sirius Minerals, the company behind the 1,000 job York Potash project, near Whitby, said its plans were “modestly oversubscribed.”
Chris Fraser, managing director and chief executive of Sirius, said: "I would like to thank our shareholders for their continuing support and playing their part in this important moment in the Company's history.
“It has always been our intention to make this provision available and it's good to see so many existing shareholders taking part."
The Northern Echo revealed last week that work on the mine could start as early as next spring.
The company has already started smaller engineering work to prepare for more significant endeavours, including the sinking of mine shafts.
The development, which is expected to create more than 1,000 direct jobs and support a similar number in the supply chain, aims to extract the fertiliser polyhalite from land near Whitby, with production planned to get underway in late 2021.
Australia’s richest woman, Gina Rinehart, has already given her backing to Sirius through her Hancock British Holdings enterprise.
Under the terms of the finance deal, Hancock will pay £205m for the rights to five per cent of gross revenue on the first 13 million tonnes of sales every year, and another one per cent for sales above the 13 million figure."