Upgrade Now

Company Announcements

Schedule One - Central Asia Metals Plc

Related Companies

By LSE RNS

RNS Number : 9384S
AIM
06 October 2017
 

 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Central Asia Metals plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Company registered office:

Masters House

107 Hammersmith Road

London

W14 0QH

United Kingdom

 

Company trading address:

11 Albemarle Street

London

W1S 4HH

United Kingdom

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.centralasiametals.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Central Asia Metals plc:

CAML is an AIM quoted copper producer which wholly owns the Kounrad operations in central Kazakhstan and has begun exploration of the 80 per cent. owned Shuak property in the Akmola region of northern Kazakhstan. CAML's senior management team has a proven track record of developing and commercialising mining opportunities, with over 100 years of combined mining experience. The team is supported by non-executive directors who, together, have extensive experience in the natural resources and financial sectors.

 

Lynx Resources Limited:

Lynx Resources Limited is a private company registered in Bermuda established by Fusion Capital and Orion in June 2015 for the purpose of acquiring the SASA zinc-lead mine in Macedonia from Solway Industries Ltd and Solway Industries EESTI AS. Lynx Resources Limited owns an effective 100 per cent. interest in the SASA Mine and currently has offices in Macedonia, Switzerland and Bermuda.

 

Main Countries of Operation for the Applicant: Kazakhstan and Macedonia

 

Admission is being sought as a result of a reverse takeover under AIM Rule 14

 

The Company announced a placing concurrently with the notification that an agreement had been reached to acquire Lynx Resources Limited. Subject to shareholder approval being granted at an extraordinary general meeting which has been convened for 11:00am on 11 October 2017, admission of the placing shares will occur on 12 October 2017. The Acquisition is conditional on inter alia, completion of the placing and certain regulatory approvals, including from the Macedonian Competition Commission. Completion of the Acquisition, issue of the Consideration Shares and Admission is expected to occur six business days after the satisfaction or waiver (if applicable) of the conditions referred to in the Admission Document and is expected to occur during Q4 2017. The long stop date for satisfaction of such conditions is 15 December 2017.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of ordinary shares of US$0.01 each ("Ordinary Shares") to be admitted to trading: 176,498,266 (including 511,647 treasury shares)

 

There are no restrictions as to transferability of the Ordinary Shares.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

 

Capital to be raised on Admission: none (Gross capital to be raised through the placing  prior to Admission of £113.0 million)

 

Anticipated market capitalisation at Admission: £404.8 million (at the Placing Price of 230 pence per share and assuming no options are exercised prior to Admission)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Current: 36.6%

Following Admission: 19.3%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Nicholas ("Nick") Royston Clarke, Executive Chairman

Nigel Francis Robinson, Chief Financial Officer

Gavin Ronald Ferrar, Business Development Director

Christopher Nigel Hurst-Brown, Non-Executive Director, Deputy Chairman

Robert Maitland Cathery, Non-Executive Director

David John Swan, Non-Executive Director

Roger Owen Davey, Non-Executive Director

Kenges Rakishev, Non-Executive Director

Nurlan Zhakupov, Non-Executive Director

 

There are no proposed directors.

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Prior to Admission

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Kenges Rakishev

21,211,751

19.0

Canaccord Genuity

Group Inc2

11,610,300

10.4

Majedie Asset Management

8,451,384

7.6

Commonwealth American Partners LLP

6,401,000

5.7

BlackRock Investment Management

6,158,987

5.5

FIL Investment International

4,920,927

4.4

Central Asia Metals Employee Benefit Trust

4,642,896

4.2

D & A Income Ltd

4,420,626

4.0

Miton Group plc

4,203,616

3.8

 

Post admission of the Placing Shares at 12 October 2017:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

15,818,995

9.8

BlackRock Investment Management

13,966,332

8.7

FIL Investment International

12,566,707

7.8

Majedie Asset Management

11,172,777

7.0

Kenges Rakishev

10,605,876

6.6

Commonwealth American Partners LLP

6,401,000

4.0

J O Hambro Capital Management Limited

6,000,000

3.7

Miton Group plc

5,203,616

3.2

 

Post Admission of the Consideration Shares and readmission of the enlarged group:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

15,818,995

8.9

Orion Co-Investment III L.P

15,278,528

8.7

BlackRock Investment Management

13,966,332

7.9

FIL Investment International

12,566,707

7.1

Majedie Asset Management

11,172,777

6.3

Kenges Rakishev

10,605,876

6.0

Commonwealth American Partners LLP

6,401,000

3.6

J O Hambro Capital Management Limited

6,000,000

3.4

Miton Group plc

5,203,616

3.0

 

Note (1): Issued share capital excludes treasury shares (511,647 ordinary shares currently held in treasury)

Note (2): Hargreave Hale Limited has recently been acquired by Canaccord Genuity Group Inc., through its wholly-owned subsidiary Canaccord Genuity Wealth Group Holdings (Jersey) Limited, and therefore Hargreave Hale Limited's shares held have been aggregated with shareholdings of other wholly-owned subsidiaries of Canaccord Genuity Group Inc.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)  31 December

(ii)  30 June 2017

(iii) 30 June 2018; 31 September 2018, 30 June 2019

 

EXPECTED ADMISSION DATE:

 

Expected date of Admission: 15 December 2017¹

 

Note (1): the abovementioned expected date of Admission is the long stop date for the satisfaction or waiver (if applicable) of the conditions to the Acquisition as referred to in the Admission Document. Completion of the Acquisition is expected to occur during Q4 2017 and the Company will notify the market and update the expected date of Admission when the conditions have been satisfied or waived (if applicable).

 

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

United Kingdom

 

Mirabaud Securities Limited

10 Bressenden Place

London

SW1E 5DH

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

A copy of the Admission Document containing full details about the applicant and the admission of its securities is available on the Company's website at:

 

www.centralasiametals.com

 

DATE OF NOTIFICATION:

 

6 October 2017

 

NEW/ UPDATE:

 

New

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAUNUKRBRARRRA

Top of Page