Edenville Energy board proposes major share reorganisation

Tanzania-focused coal-to-power project developer Edenville Energy announced a proposed reorganisation of its share capital on Friday.

The AIM-traded firm’s board said it believes that “significant progress” has been made over recent months on several areas of the power plant development process.

It said that, in order to continue the progression and deliver shareholder value, it now needs to take appropriate steps to restructure the company's share capital.

“The existing ordinary shares of £0.0002 in the capital of the company have in recent months frequently been trading on AIM at a price close to their nominal value of £0.0002 per share,” the board said in a statement.

“The issue of new shares by a company incorporated in England and Wales at a price below their nominal value is prohibited by the Companies Act 2006 and so in order to continue the mine and power plant development process by way of the issue of further equity, a capital reorganisation is recommended.”

Edenville’s board also said the share price volumes at which the existing shares have been trading mean that a small value transaction could significantly affect the company's market capitalisation.

“One or two relatively small trades in a day can result in increased share price volatility that does not reflect the company's underlying performance.

“The directors also note that, at 12,427,060,094, the number of existing ordinary shares currently in issue is an excessive number for a company of the size of Edenville,” the board explained.

Its proposed capital reorganisation comprises three subdivisions, with the first being a subdivision of the 64,179,632 existing deferred shares of £0.0008 each into 5,134,370,560 deferred shares of £0.00001 each.

The second subdivision would involve the 12,427,060,094 existing ordinary shares being subdivided into two share classes - one of 12,427,060,094 ordinary shares of £0.00001 each, and one of 12,427,060,094 deferred shares of £0.00019 each.

Edenville said the 12,427,060,094 new deferred shares will then be subdivided into 236,114,141,786 deferred shares of £0.00001 each.

“Further, the subdivided ordinary shares will be consolidated into 621,353,005 ordinary shares of £0.0002 each, such Consolidated Shares having the same rights and being subject to the same restrictions as the existing ordinary shares as currently set out in the company's articles of association,” the board explained.

“If the company determines to cancel or buy back the subdivided new deferred shares, it will advise, and if required seek further shareholder approval from, shareholders accordingly at the relevant time.

“The effect of the proposed capital reorganisation would be to reduce the number of issued ordinary shares in the capital of the company by a multiple of approximately 20,” it said.

Edenville’s board is set to propose the resolutions at a general meeting in London on 30 August.