REG - Bens Creek Group PLC - Publication of Circular and Notice of GM

Bens CreekAnnouncement

13/05/2024 18:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240513:nRSM2399Oa&default-theme=true

RNS Number : 2399O  Bens Creek Group PLC  13 May 2024

13 May 2024

Bens Creek Group plc

("Bens Creek" or the "Company")

 

Publication of circular and notice of general meeting

 

Bens Creek Group plc (AIM:BEN), the owner of a metallurgical coal mine in
North America supplying the steel industry, announces that that it has today
posted a circular to the Company's shareholders, containing a notice of
general meeting.

 

The convening of the general meeting follows the Company receiving a request
pursuant to section 303 of the Companies Act 2006 from MBU Capital Group
Limited ("MBU") received by the Company, and as announced on 23 April 2024.
MBU is the Company's second largest shareholder and, as per the Company's
announcement of 8 August 2023, is interested in 88,278,149 shares in the
Company, representing 22.08% of the Company's current issued share capital.

 

The circular can be accessed via the following link on the Company's website:
www.benscreek.com (http://www.benscreek.com) . Extracts from the letter from
the Chairman of Bens Creek contained in the circular are reproduced below.

 

The General Meeting will be held at the offices of Shakespeare Martineau LLP,
6th Floor, 60 Gracechurch Street, London EC3V 0HR at 12.00 p.m. on 10 June
2024.

 

For further information please contact:

 

Bens Creek Group plc
                                                                                           +44
(0) 204 558 2300

Adam Wilson, CEO

Peter Shea, Chief of Staff

 

Allenby Capital Limited (Nominated Adviser and Joint Broker)
               +44 (0) 203 328 5656

Nick Athanas / Nick Naylor / George Payne (Corporate Finance)

Kelly Gardiner / Guy McDougall (Sales and Corporate Broking)

 

WH Ireland Limited (Joint Broker)

Harry Ansell / Katy Mitchell
                                                                                 +44
(0) 207 220 1666

 

 

LETTER FROM THE CHAIRMAN OF BENS CREEK CONTAINED IN THE CIRCULAR

 

1.    Introduction

 

On 20 April 2024, the Board received the Requisition Notice from the
Requisitioning Shareholder requesting the Board to convene a General Meeting
of the Company for the purpose of discussing: (i) the operational and
strategic challenges facing the Company at the present time; (ii) the Chapter
11 bankruptcy cases filed in in the United States of America Bankruptcy Court
for the Southern District of West Virginia in relation to the Company's wholly
owned subsidiaries, Ben's Creek Operations WV LLC, Ben's Creek Carbon LLC
and Ben's Creek Land WV LLC; and (iii) the Company's current management
structure and decision-making processes leading to the Chapter 11 Cases.

 

As a matter of company law, and, in particular, in accordance with and subject
to the provisions of section 303 of the Act, the Board is required to convene
a General Meeting following the receipt of a valid requisition notice from
Shareholders holding at least 5% of the Company's issued share capital.

 

As at 8 August 2023, the Requisitioning Shareholder disclosed that they were
interested in 88,278,149 Ordinary Shares, representing approximately 22.08% of
the issued ordinary share capital of the Company. It is a requirement (under
section 304 of the Act) that the Board calls a General Meeting within 21 days
of the date of the Requisition Notice. The formal Notice of the General
Meeting is therefore set out on page 5 of this document.

 

2.    General Meeting

 

The Requisition Notice requests the Board to convene a General Meeting of the
Company for the purpose of discussing: (i) the operational and strategic
challenges facing the Company at the present time; (ii) the Chapter 11
bankruptcy cases filed in in the United States of America Bankruptcy Court for
the Southern District of West Virginia in relation to the Company's wholly
owned subsidiaries, Ben's Creek Operations WV LLC, Ben's Creek Carbon LLC
and Ben's Creek Land WV LLC; and (iii) the Company's current management
structure and decision-making processes leading to the Chapter 11 Cases.

 

Please note that no formal resolutions will be proposed at the General
Meeting.

 

3.    Statement from the Board

 

The Board continues to believe that the Chapter 11 Cases commenced in the
United States of America Bankruptcy Court for the Southern District of West
Virginia in relation to its wholly owned subsidiaries, Ben's Creek Operations
WV LLC, Ben's Creek Carbon LLC and Ben's Creek Land WV LLC, are in the best
interests of the Company.

 

4.    Physical attendance at the General Meeting

 

Shareholders can attend the General Meeting in person. Shareholders are
reminded that in order to access the General Meeting in person, a shareholder
will need to either: (a) be a named shareholder on the register of members as
at the record date for the General Meeting (being close of trading on 6(th)
June 2024); or (b) be a beneficial holder of shares who holds shares through a
nominee account or share trading platform and have the appropriate corporate
representation letter evidencing such beneficial holding. In each case the
shareholder must be able to provide such evidence of his or her identity as
the Company's registrar may require in order to confirm him or her as a
shareholder or a beneficial holder of shares through a nominee account or
share trading platform. In circumstances where this cannot be provided, an
individual will not be permitted to access the General Meeting.

 

5.    Actions to be taken by Shareholders

 

A Form of Proxy for use at the General Meeting is enclosed. To be valid, the
Form of Proxy must be completed, signed and returned in accordance with the
instructions printed on it to the Company's registrars Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible
but in any event so as to arrive no later than 12.00pm on 6(th) June 2024 or
48 hours before any adjourned meeting.

 

Shareholders unable or unwilling to attend are invited to submit questions to
the company via the following email address info@benscreek.com
(mailto:info@benscreek.com) before 6(th) June 2024 on 5.00pm with "Bens Creek
GM" in the subject. Questions of a similar nature may be grouped and answered
as a whole and responses, where permissible will be publish after the
meeting.  Information that is required to be published by the Act in relation
to this GM will be displayed on the following website www.benscreek.com
(http://www.benscreek.com) .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCAJMFTMTBBBII