Anglesey Mining PLC Annual Financial Report -13-
30 Juillet 2014 - 4:28PM
UK Regulatory
All the group's leases may be terminated with 12 months' notice. If they are
not so terminated, the minimum payments due in respect of the leases and
royalty agreement are analysed as follows: within the year commencing 1 April
2014 - GBP15,821; between 1 April 2015 and 31 March 2020 - GBP84,168. Thereafter
the payments will continue at proportionate annual rates, in some cases with
increases for inflation, so long as the leases are retained or extended.
27 Material non cash transactions
There were no material non-cash transactions in the year.
28 Commitments
Other than commitments under leases (note 26) there is no capital expenditure
authorised or contracted which is not provided for in these accounts (2013 -
nil).
29 Contingent liabilities
There are no contingent liabilities (2013 - nil).
30 Events after the period end
On 28 May 2014 the group purchased an indirect 6% holding in Grangesberg Iron
AB, a company incorporated in Sweden, for a consideration of US$145,000.
Also on 28 May 2014 the group was granted an option over 100% of the share
capital of Eurang Limited, which itself acquired a 51% interest in Grangesberg
Iron AB. For details of this option see the Strategic Report on page 4. The
group has yet to complete an assessment of the financial impact of the
transaction and therefore is not able to provide the additional disclosures
required by IFFRS3 paragraph B64.
Since the year end the market value of the group's shareholding in LIM has
fallen below the amount at which it is held in the statement of financial
position - see note 14.
Otherwise there are no events after the period end to report.
Notice of AGM
Notice is given that the 2014 annual general meeting of Anglesey Mining plc
will be held at the offices of the company's lawyers, DLA Piper UK LLP, 1
London Wall, London, EC2Y 5EA on 30 September 2014 at 11.00 a.m. to consider
and, if thought fit, to pass the following resolutions. Resolutions 1 to 13
will be proposed as ordinary resolutions and resolution 14 will be proposed as
a special resolution:
As ordinary business
To receive the annual accounts and directors' and auditor's reports for the
year ended 31 March 2013
To approve the directors' remuneration policy report for the year ended 31
March 2013
To approve the directors' remuneration report for the year ended 31 March 2013
To reappoint John F. Kearney as a director
To reappoint Bill Hooley as a director
To reappoint David Lean as a director
To reappoint Howard Miller as a director
To reappoint Roger Turner as a director
To reappoint Danesh Varma as a director
To reappoint Mazars LLP as auditor
To authorise the directors to determine the remuneration of the auditor
As special business
12. To approve the adoption of the Anglesey Mining plc 2014 Unapproved Share
Option Scheme ("the Scheme") the proposed rules of which are provided
following this notice and to authorise the directors to do all acts and things
necessary to establish the Scheme.
13. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the
directors be and are generally and unconditionally authorised to exercise all
powers of the Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company up to an
aggregate nominal amount of GBP840,000, provided that (unless previously
revoked, varied or renewed) this authority shall expire on 31 December 2015,
save that the Company may make an offer or agreement before this authority
expires which would or might require shares to be allotted or rights to
subscribe for or to convert any security into shares to be granted after this
authority expires and the directors may allot shares or grant such rights
pursuant to any such offer or agreement as if this authority had not expired.
This authority is in substitution for all existing authorities under section
551 of the Act (which, to the extend unused at the date of this resolution,
are revoked with immediate effect).
14. That pursuant to section 570 of the Act, the directors be and are
generally empowered to allot equity securities (within the meaning of section
560 of the Act) for cash pursuant to the authority granted under section 551
of the Act pursuant to resolution 13 above as if section 561(1) of the Act did
not apply to any such allotment, provided that this power shall be limited to
the allotment of equity securities:
(a) in connection with an offer of equity securities (whether by way of a
rights issue, open offer or otherwise) (i) to holders of ordinary shares in
the capital of the company in proportion (as nearly as practicable) to the
respective numbers of ordinary shares held by them; and (ii) to holders of
other equity securities in the capital of the company, as required by the
rights of those securities or, subject to such rights, as the directors
otherwise consider necessary but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or any legal or
practical problems under the laws of any territory or the requirements of any
regulatory body or stock exchange; and
(b) otherwise than pursuant to paragraph 14(a) above, up to an aggregate
nominal amount of GBP401,500
and (unless previously revoked, varied or renewed) this power shall expire on
31 December 2015, save that the Company may make an offer or agreement before
this power expires which would or might require equity securities to be
allotted for cash after this power expires and the directors may allot equity
securities for cash pursuant to any such offer or agreement as if this power
had not expired. This power is in substitution for all existing powers under
section 570 of the Act which, to the extent effective at the date of this
resolution, are revoked with immediate effect.
By order of the board
Danesh Varma
Company secretary
30 July 2014
Notes to the notice of AGM
Entitlement to attend and vote
1. The right to vote at the meeting is determined by reference to the register
of members. Only those shareholders registered in the register of members of
the Company as at 6.00 p.m. on 26 September 2014 (or, if the meeting is
adjourned, 48 hours (excluding any part of a day that is not a working day)
before the date and time of the adjourned meeting) shall be entitled to attend
and vote at the meeting in respect of the number of shares registered in their
name at that time. Changes to entries in the register of members after that
time shall be disregarded in determining the rights of any person to attend or
vote (and the number of votes they may cast) at the meeting.
Proxies
2. A shareholder is entitled to appoint another person as his or her proxy to
exercise all or any of his or her rights to attend and to speak and vote at
the meeting. A proxy need not be a member of the Company. A shareholder may
appoint more than one proxy in relation to the meeting, provided that each
proxy is appointed to exercise the rights attached to a different share or
shares held by that shareholder. Failure to specify the number of shares each
proxy appointment relates to or specifying a number which when taken together
with the numbers of shares set out in the other proxy appointments is in
excess of the number of shares held by the shareholder may result in the proxy
appointment being invalid. A proxy may be appointed only in accordance with
the procedures set out in note 3 and the notes to the proxy form. The
appointment of a proxy will not preclude a shareholder from attending and
voting in person at the meeting.
3. A form of proxy is enclosed. When appointing more than one proxy, complete
a separate proxy form in relation to each appointment. Additional proxy forms
may be obtained by contacting the Company's registrar Capita Asset Services,
Proxies, The Registry, 34 Beckenham Road, Kent BR3 4TU or the proxy form may
be photocopied. State clearly on each proxy form the number of shares in
relation to which the proxy is appointed. To be valid, a proxy form must be
received by post or (during normal business hours only) by hand at the offices
of the Company's registrar, Capita Asset Services, Proxies, The Registry, 34
Beckenham Road, Kent BR3 4TU, no later than 11.00 a.m. on 26 September 2014
(or, if the meeting is adjourned, no later than 48 hours (excluding any part
of a day that is not a working day) before the time of any adjourned meeting).
Corporate representatives
4. A shareholder which is a corporation may authorise one or more persons to
act as its representative(s) at the meeting. Each such representative may
exercise (on behalf of the corporation) the same powers as the corporation
could exercise if it were an individual shareholder, provided that (where
there is more than one representative and the vote is otherwise than on a show
of hands) they do not do so in relation to the same shares.
Total voting rights
5. As at 14 July 2014 (being the last practicable date before the publication
of this notice), the issued share capital consists of 160,608,051 ordinary
shares of GBP0.01 each, carrying one vote each and 21,529,451 Deferred A Shares
and 116,241,384 Deferred B Shares which do not carry any rights to vote.
Therefore, the total voting rights as at 14 July 2014 are 160,608,051.
Nominated Persons
6. Where a copy of this notice is being received by a person who has been
nominated to enjoy information rights under section 146 of the Companies Act
2006 ("Act") ("Nominated Person"):
(a) the Nominated Person may have a right under an agreement between him/her
and the shareholder by whom he/she was nominated, to be appointed, or to have
someone else appointed, as a proxy for the meeting; or
(b) if the Nominated Person has no such right or does not wish to exercise
such right, he/she may have a right under such an agreement to give
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