African Copper PLC Correction from Source: Proposed Cancellation of Admission to Trading on AIM and the Botswana Stock Exchan...
May 12 2015 - 2:00AM
UK Regulatory
TIDMACU
Correction from Source: Proposed Cancellation of Admission to Trading on AIM and the Botswana Stock Exchange and Notice of General Meeting
FOR: AFRICAN COPPER PLC
AIM SYMBOL: ACU
May 12, 2015
Correction from Source: Proposed Cancellation of Admission to Trading on AIM and the
Botswana Stock Exchange and Notice of General Meeting
LONDON, UNITED KINGDOM--(Marketwired - May 12, 2015) - African Copper plc ("ACU" or the "Company")
(AIM:ACU)(BOTSWANA:AFRICAN COPPER) today announces that the following amendment has been made to the "Proposed
Cancellation of Admission to trading on AIM and Botswana Stock Exchange and Notice of General Meeting"
announcement (the "Cancellation Announcement") released at 7.00 a.m. on 7 May 2015. The Cancellation
Announcement incorrectly stated that African Copper plc would remain subject to the City Code on Takeovers and
Mergers (the "Takeover Code") following the proposed cancellation of its admissions to trading on AIM and the
BSE.
All other details in the announcement remain unchanged and the full amended text of the Cancellation
Announcement is shown below.
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM AND THE BOTSWANA STOCK EXCHANGE AND NOTICE OF GENERAL
MEETING
African Copper plc ("ACU" or the "Company") today announces its intention to seek Shareholders' approval for
the cancellation of admission of its ordinary shares of 1 pence each ("Ordinary Shares") to trading on AIM (the
"AIM Cancellation") and the Botswana Stock Exchange ("BSE") (the "BSE Cancellation") (together the
"Cancellations").
A circular will shortly be posted to Shareholders setting out the background to and reasons for the
Cancellations, the reasons why the Directors believe that the Cancellations are in the best interests of the
Company and its Shareholders, and the Directors' recommendation to Shareholders to vote in favour of the
resolutions on the Cancellations ("Resolutions"). Following the Cancellations, there will be no formal trading
facility for dealings to take place in Ordinary Shares and no price for them will be publicly quoted.
A general meeting ("General Meeting") of the Company will be held on 27 May 2015 at which the Resolutions will
be proposed to Shareholders for approval. A notice convening the General Meeting will be set out in the
circular to Shareholders which will be posted to Shareholders shortly and will be made available on the
Company's website at www.africancopper.com.
Background to and reasons for the proposed Cancellations
The size of the Company and the lack of liquidity in the market for the Company's shares have led the Directors
to undertake a review of the merits or otherwise of the Company continuing to be admitted to trading on AIM and
the BSE. After careful consideration, the Directors have concluded that it is no longer in the interests of the
Company to retain its admission on AIM and the BSE and that a proposal to cancel the Admissions should be made
to the Shareholders at the General Meeting.
The factors taken into consideration by the Directors in reaching the conclusion above include:
=- like many other small listed companies, the Company suffers from a lack
of demand for its shares and, in practical terms, a small free float. As
a result, the Board believes that there is currently no reasonable
prospect of the Company being able to use the listing to raise money
from other investors;
=- the low liquidity in the Company's shares tends to lead to a volatility
in the share price which the Board believes may distort any objective
assessment of the Company's value; and
=- the Board believes that, in the light of the above, the costs associated
with the listings are not justified as being in the best interests of
the Company and its Shareholders.
AIM Cancellation
Pursuant to AIM Rule 41, the AIM Cancellation can only be effected by the Company after the passing of a
resolution of the Shareholders in a General Meeting passed by a majority of not less than 75 per cent of the
votes cast, and the expiry of a period of twenty Business Days from the date on which notice of the AIM
Cancellation is given. In addition, a period of at least five Business Days following the passing of the
Resolutions is required before the AIM Cancellation may be put into effect. Subject to the passing of the
Resolutions at the General Meeting, it is expected that trading on AIM in the Ordinary Shares will cease at
close of business on 5 June 2015 with the AIM Cancellation becoming effective from 7.00 a.m. on 8 June 2015.
BSE Cancellation
The Company has also applied for the cancellation of its Ordinary Shares from the BSE. The Company's admission
of its Ordinary Shares on the BSE will be maintained until such time when the Company has concluded discussions
with the BSE on the BSE Cancellation, which will be notified to the Shareholders in due course. Ahead of such
time, the Company is seeking the approval of Shareholders at the General Meeting for the BSE Cancellation.
Effect of the Cancellations on Shareholders
Once the Cancellations take effect (AIM and the BSE), the principal effects will be that:
=- there will no longer be a formal market mechanism enabling Shareholders
to trade their Ordinary Shares through AIM, the BSE or any other public
stock market;
=- the Company will not be bound to announce material developments, interim
or final results;
=- the Company will no longer be required to comply with the AIM Rules or
the BSE Rules, or to have a nominated adviser on AIM or a sponsoring
broker on the BSE;
=- the Company will no longer be bound to comply with the corporate
governance requirements for companies with shares admitted to trading on
AIM or the BSE; and
=- the Company will no longer be subject to the Takeover Code.
The Takeover Code currently applies to the Company. The Directors consider that the central management and
control of the Company is outside of the UK, Channel Islands or Isle of Man and accordingly believe that the
Company will no longer be subject to the Takeover Code once the AIM Cancellation becomes effective.
Shareholders should note that, if the Resolutions to approve the Cancellations are approved, they will not
receive the protections afforded by the Takeover Code in the event that there is a subsequent offer to acquire
their African Copper shares.
Before giving your consent to the Cancellations, you may want to take independent professional advice from an
appropriate independent financial adviser.
The Takeover Code
The Takeover Code is issued and administered by the Panel on Takeovers and Mergers (the "Panel"). African
Copper is a company to which the Takeover Code currently applies and its shareholders are accordingly entitled
to the protections afforded by the Takeover Code.
The Takeover Code and the Panel operate principally to ensure that shareholders are treated fairly and are not
denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are
afforded equivalent treatment by an offeror. The Takeover Code also provides an orderly framework within which
takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes,
the integrity of the financial markets.
The General Principles and Rules of the Takeover Code can be found at http://www.thetakeoverpanel.org.uk/the-
code.
However, Shareholders will continue to benefit from the relevant provisions of the UK Companies Act 2006, which
contains various provisions for the protection of minority Shareholders. No changes are currently proposed to
be made to the Company's Articles of Association.
The Directors intend to keep Shareholders informed of the Company's progress from time to time and remain
committed to high standards of corporate governance. As such the Directors will:
=- continue to provide Shareholders with copies of the Company's audited
accounts in accordance with the applicable statutory requirements;
=- continue to hold annual general meetings and other general meetings in
accordance with applicable statutory requirements;
=- keep Shareholders updated in respect of certain matters concerning the
Company through announcements on the Company's website;
=- comply with corporate governance standards appropriate for a company
with the number of Shareholders it has; and
=- the Company intends to retain at least one non-executive director on the
Board for the foreseeable future.
Whilst the Board believes that the Cancellations are in the interests of the Shareholders as a whole, it
recognises that the Cancellations will make it more difficult for Shareholders to buy and sell Ordinary Shares
should they wish to do so. Accordingly the Board will set up a matched bargain settlement facility (the
"Facility") to enable Shareholders to trade their Ordinary Shares, and further notification will be made once
this is implemented. Under the Facility, it is intended that Shareholders or persons wishing to trade will be
able to leave an indication with the provider of the service that they are prepared to buy or sell at an agreed
price. In the event that the Facility is able to match that indication with an opposite buy or sell
instruction, they will contact both parties to effect the bargain.
The Board intends to monitor the popularity of this arrangement amongst Shareholders and will review it at
regular intervals to consider whether it remains cost effective. Information relating to the facility will be
put on the Company's website. The Company's CREST trading facility will remain in place for so long as it
remains economic to do so.
Irrevocable undertakings
The Company has received irrevocable undertakings from certain Shareholders, including ZCI Limited and iCapital
(Mauritius) Limited, to vote in favour of the Resolutions in respect of, in aggregate, 1,338,247,251 Ordinary
Shares, representing approximately 90.1 per cent. of the votes capable of being cast at the General Meeting.
General Meeting
The General Meeting is expected to be held at the offices of Tavistock Communications, 131 Finsbury Pavement,
London EC2A 1NT at 10.30 a.m. on 27 May 2015 at which the Resolutions will be put to Shareholders. A notice
convening the General Meeting will be set out in the circular to Shareholders which will be posted to
Shareholders shortly and will be made available on the Company's website at www.africancopper.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of
Proxy 10.30 a.m. on 25 May 2015
General Meeting 10.30 a.m. on 27 May 2015
Last day of dealings in Ordinary Shares on AIM 5 June 2015
Cancellation takes effect for Ordinary Shares
listed on AIM 7.00 a.m. on 8 June 2015
Last day of dealings in Ordinary Shares on the
BSE TBA
Cancellation takes effect for Ordinary Shares
listed on BSE TBA
Each of the times and dates in this timetable is subject to change. If any of the above time and/or dates
change, the revised times and dates will be notified to Shareholders by an announcement through a regulatory
information service recognised by the London Stock Exchange Plc and the Botswana Stock Exchange.
All references in this announcement are to London time unless otherwise stated.
For further information please visit www.africancopper.com.
Notes to Editors:
African Copper is an AIM and Botswana listed copper producer and exploration company, currently focused on
Botswana.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
African Copper plc
Brad Kipp
Chief Financial Officer
+1 (416) 847 4866
bradk@africancopper.com
www.africancopper.com
OR
Henry Fitzgerald O'Connor/Tarica Mpinga
Canaccord Genuity Limited (NOMAD and Broker)
+44 (0) 20 7523 8000
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