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. 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 6th 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 6th 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 before 6th 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.
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