AIM Schedule 1 update - Ambrian plc (5221H)
March 16 2015 - 7:30AM
UK Regulatory
TIDMAMBR
RNS Number : 5221H
AIM
16 March 2015
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:
Ambrian plc ("Ambrian", the "Company" or, together with its subsidiaries,
the "Ambrian Group")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING
ADDRESS (INCLUDING POSTCODES) :
6th Floor
62-64 Cornhill
London
EC3V 3NH
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM
RULE 26:
www.ambrian.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:
Ambrian is a London-based international metal trading business whose
activities are focused on the physical trading of LME base metals
- principally copper and also lead, zinc and aluminium. These are
mainly sourced in China, Africa, Russia and India and sold to customers
in Middle East, China and East Asia. The Company currently employs
33 people in London, Shanghai, Taiwan and Singapore.
Pursuant to the Acquisition (as defined in the Admission Document),
which constitutes a reverse takeover for the purpose of Rule 14
of the AIM Rules for Companies, Ambrian will acquire an interest
in Cimentos de Beira Limitada ("CdB"), which is engaged in the development
of a clinker grinding and cement packing operation in Beira, Mozambique
with an expected installed capacity of 110 tonnes per hour or approximately
800,000 tons per annum.
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):
111,361,208 ordinary shares of GBP0.10 each of which 4,500,058 will
be held in treasury
Note: A total of up to 194,142,046 further ordinary shares may be
issued on conversion of convertible securities issued to CGM (for
distribution by CGM to CGM Shareholders) as consideration for the
Acquisition (such terms as defined in the Admission Document).
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on admission.
Market capitalisation was GBP12.25 million as at close of business
on 12 March 2015.
Assuming all additional ordinary shares referred to above are issued
in consideration for the Acquisition, the implied market capitalisation
is GBP33.61 million (based on the Ambrian share price at close of
business on 12 March 2015).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
38.69%
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:
N/A
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):
Existing Directors Kevin John Lyon Chairman *
John Michael Coles Chief Financial Officer
Roger Francis Clegg Chief Operating Officer
Edward Hammond Rivers Non-Executive Director
Marlow
Nicolas Francois Marie Non-Executive Director
Rouveyre
Proposed Directors Robert Fredrik Martin Chairman **
Adair
Jean-Pierre Conrad Chief Executive Officer **
(* Non-Executive Director
effective from Completion)
(** Effective from Completion)
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):
Significant Shareholders prior to Admission
Name Number of Shares % of Issued Share Capital
CGM Schweiz 31,941,354 29.89%
Kestrel Opportunities 14,119,485 13.21%
Charles Davies 13,461,599 12.60%
Ambrian Capital PLC Trustees 6,259,036 5.86%
Church House Investments 5,000,000 4.68%
Fidelity Investments 4,491,423 4.20%
Significant Shareholders following Admission
Name Number of Shares % of Issued Share Capital
Kestrel Opportunities 14,119,485 13.21%
Charles Davies 13,461,599 12.60%
CGM Schweiz 9,584,466 8.97%
Cael Engineering Limited 7,925,409 7.42%
Nicolas Rouveyre 7,925,409 7.42%
Ambrian Capital PLC Trustees 6,259,046 5.86%
Jean-Pierre Conrad 5,106,070 4.78%
Church House Investments 5,000,000 4.68%
Fidelity Investments 4,491,423 4.20%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(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 2014
(iii) 30 June 2015 (annual report for the 12 months ended 31 December
2014)
30 September 2015 (half-yearly report for the 6 months ended 30
June 2015)
30 June 2016 (annual report for the 12 months ended 31 December
2015)
EXPECTED ADMISSION DATE:
25 March 2015
NAME AND ADDRESS OF NOMINATED ADVISER:
Cenkos Securities plc
66 Hanover Street
Edinburgh EH2 1EL
NAME AND ADDRESS OF BROKER:
Cenkos Securities plc
66 Hanover Street
Edinburgh EH2 1EL
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:
www.ambrian.com
The Admission Document contains full details about Ambrian plc and
its securities.
DATE OF NOTIFICATION:
16 March 2015
NEW/ UPDATE:
Update
This information is provided by RNS
The company news service from the London Stock Exchange
END
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