NEPTUNE MINERALS PLC
30 January 2009
Results of AGM
Neptune Minerals plc (the "Company") (AIM: NPM) announces that the
Annual General Meeting ("AGM") of the Company was held today. The
resolutions proposed for the AGM, as set out in the Notice of Meeting
(as announced on 30 December 2008) and the Notice of Intention to
Propose Directors (as announced on 27 January 2009) were as follows:
1. That the financial statements of the Company for the period
ended 30 June 2008 together with the Reports of the Directors and
Auditors be received and adopted.
2. That Mazars LLP of 3 Sheldon Square, London be re-appointed as
auditors of the Company to hold office until the conclusion of the
next Annual General Meeting and that their remuneration be fixed by
the Directors.
3. To re-elect John Feenan, who retires by rotation in accordance
with the Company's Articles of Association, as a Director of the
Company.
4. To elect Richard Gorton, who was appointed as a Director since
the last Annual General Meeting, as a Director of the Company.
5. That the Directors be and they are hereby generally and
unconditionally authorized in accordance with the Companies Act 1985
(the "Act") to exercise all powers of the Company to allot relevant
securities within the meaning of Section 80 of the Act up to the
aggregate nominal amount of the authorised but unissued share capital
of the Company immediately following the passing of this resolution,
provided that the authority hereby conferred shall operate in
substitution for and to the exclusion of any previous authority given
to the Directors pursuant to Section 80 of the Act and shall expire
on the date 15 months after the passing of this resolution or, if
earlier, at the conclusion of the next Annual General Meeting of the
Company, unless such authority is renewed, varied, or revoked by the
Company in general meeting, save that the Company may at any time
before such expiry make an offer or agreement which might require
relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer or
agreement as if the authority hereby conferred had not expired.
6. That the Directors be and they are hereby empowered pursuant to
Section 95 of the Act to allot equity securities (as defined in
Section 94 of the Act) for cash as if Section 89(1) of the Act did
not apply to any such allotment pursuant to the general authority
conferred on them by resolution 5 above (as varied from time to time
by the Company in general meeting) provided that such power shall be
limited to:
(a) the allotment of equity securities in connection with a
rights issue or any other pre-emptive offer in favour of holders of
equity securities where the equity securities respectively
attributable to the interests of all such holders are proportionate
(as nearly as may be) to the respective amounts of equity securities
held by them subject only to such exclusions or other arrangements as
the directors may consider appropriate to deal with fractional
entitlements or legal or practical difficulties under the laws of or
the requirements of any recognised stock exchange or regulatory body
in any territory or otherwise;
(b) the allotment of options, conditional awards and
performance shares of 0.5 pence each in the capital of the Company to
the management and employees, Directors and consultants of the
Company pursuant to the Company's Executive Incentive Plan and the
subsequent allotment on conversion or, as appropriate, exercise of
such performance shares, conditional awards or options into ordinary
shares representing up to an aggregate 20 per cent of all of the
issued ordinary share capital after conversion or (as appropriate)
exercise of all options, conditional awards and performance shares
issued under the Executive Incentive Plan; and
(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and
(b) above) of equity securities up to an aggregate nominal amount of
£66,500 representing approximately 20 per cent of the issued ordinary
share capital of the Company
and the power hereby conferred shall operate in substitution for and
to the exclusion of any previous power given to the Directors
pursuant to Section 95 of the Act and shall expire on the date 15
months after the passing of this resolution or, if earlier, at the
conclusion of the next Annual General Meeting of the Company, unless
such power is renewed or extended prior to or at such meeting except
that the Company may before the expiry of any power contained in this
resolution make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired.
7. That the Articles of Association produced to the meeting and
initialed 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 Articles of
Association.
8. To consider and, if thought fit, pass the following resolution:
In accordance with Listing Rule 41 of the AIM Market the admission of
the Company's Ordinary Shares on the AIM Market of the London Stock
Exchange be cancelled.
9. To appoint Christopher John Rowe as a Director of the Company
(nominated by
Clachan Nominees Limited A/C Holdings).
10. To appoint Douglas Harry Winton as a Director of the Company
(nominated by
Clachan Nominees Limited A/C Holdings).
11. To appoint Peter Adrian Vanderspuy as a Director of the Company
(nominated by
Newsmith Opportunities Private Equity Fund LP).
.
12. To appoint Sadiq Currimbhoy as a Director of the Company.
(nominated by
Newsmith Opportunities Private Equity Fund LP).
At the Annual General Meeting of the Company held today resolutions
1, 2, 7, 8, 9, 10, 11 & 12 were carried. Resolutions 3, 4, 5 & 6 were
not carried. As a result of this, John Feenan and Richard Gorton were
not re-elected to the board of the Company.
Cancellation from AIM
Resolution 8 passed by Shareholders approved the cancellation of the
admission of the Company's ordinary fully paid shares ("Shares") to
trading on the AIM market of the London Stock Exchange plc ("AIM").
As announced on 30 October 2008, cancellation of admission of the
Company's Shares to trading on AIM will occur at 7.00am UK time on 9
February 2009.
Appointment of Directors
Further to the carrying of resolutions 9, 10, 11 & 12, the Company
announces the appointment of Christopher John Rowe, Harry Winton,
Peter Adrian Vanderspuy and Sadiq Currimbhoy as Non Executive
Directors with immediate effect.
Due to the timing of the notices put forward (as detailed above),
Grant Thornton UK LLP, as Nominated Adviser to Neptune Minerals Plc,
was not given a satisfactory timeframe within which to complete the
due diligence procedures as required under the AIM Rules and as such
has been unable to conclude on the appropriateness of the changes to
the Board. A further announcement in relation to this matter will be
made as appropriate.
Christopher John Rowe, aged 64 has been appointed to the board of the
Company following his election as detailed in Resolution 9 above.
Mr Rowe holds/has held the following positions where he has been
acting in the capacity of a director:
Current Past
Directorships/Partnerships Directorships/Partnerships
(within the last five
years)
ARC Fund Management Limited Subsea Resources Plc
104 Belgrave Road Limited Consolidated Asset
Management (Holdings) Plc
ARC Property Nominees Limited Consolidated Asset
Management Limited
ARC Equities Limited Throgmorton Asset
Management Limited
ARC Capital and Income Plc API Petroleum Limited
API Resources Limited
ARC Private Equity Plc
Throgmorton Financial
Services Limited
There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Douglas Harry Winton, aged 56 has been appointed to the board of the
Company following his election as detailed in Resolution 10 above.
Mr Winton holds/has held the following positions where he has been
acting in the capacity of a director:
Current Past
Directorships/Partnerships Directorships/Partnerships
(within the last five
years)
Spearhead and Partners Limited Topbright Limited
Spearhead Consultants Limited Commonwealth Risk Services
(Europe) Limited
Spearhead Limited
32 Threadneedle Limited
Enigma Handling Limited
Douglas Winton Consultants
There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Peter Adrian Vanderspuy, aged 43 has been appointed to the board of
the Company following his election as detailed in Resolution 11
above.
Mr Vanderspuy holds/has held the following positions where he has
been acting in the capacity of a director:
Current Past
Directorships/Partnerships Directorships/Partnerships
(within the last five
years)
NewSmith Capital Partners LLP None
There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Sadiq Currimbhoy, aged 42 has been appointed to the board of the
Company following his election as detailed in Resolution 12 above.
Mr Currimbhoy holds/has held the following positions where he has
been acting in the capacity of a director:
Current Past
Directorships/Partnerships Directorships/Partnerships
(within the last five
years)
NewSmith Capital Partners LLP None
There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Further to the above appointments, the board of directors of the
Company is now as follows:
John Goodwin - non-executive Chairman
Simon McDonald - Managing Director
Christopher Rowe - non-executive Director
Douglas Winton - non-executive Director
Adrian Vanderspuy - non-executive Director
Sadiq Currimbhoy - non-executive Director
For more information please contact:
Simon McDonald (Neptune MD and CEO): T: +61 (0) 2 9957 5244
By email to the Company info@nepmins.com
Fiona Owen (Grant Thornton UK LLP, Nomad): T: +44 (0) 20 7383 5100
Rozanne Ichikowitz (Grant Thornton, Sydney): T: +61 (0) 2 8297 2522
Daniel Fox-Davies (Fox Davies Capital T: +44 (0) 20 7936 5230
Limited, Broker):
Nadja Vetter/Sofia Rehman/Matthew Law (Cardew T: +44 (0) 20 7930 0777
Group, PR): T: +44 (0) 7941 340 436
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