TIDMAMBR
RNS Number : 6339M
Ambrian PLC
08 May 2015
8 May 2015
Ambrian plc
("Ambrian" or the "Company")
Issue of Initial and Deferred Convertible Securities in
connection with
Merger with Consolidated General Minerals (Schweiz) AG
The Board of Ambrian is pleased to announce that, as
consideration for its acquisition of the shareholding of
Consolidated General Minerals plc ("CGM") in Ambrian Metals Limited
(following its merger with Consolidated General Minerals (Schweiz)
AG ("CGM Schweiz") which was completed on 26 March 2015), the Board
of Directors of Ambrian has today allotted and issued to CGM:-
- 165,020,739 Initial Convertible Securities (representing 85
per cent. of the total consideration);
- 19,414,205 First Tranche Deferred Convertible Securities
(representing 10 per cent. of the total consideration); and
- 9,707,102 Second Tranche Deferred Convertible Securities
(representing 5 per cent. of the total consideration).
Initial Convertible Securities
The liquidators of CGM, Jeremy Willmont & Emma Sayers,
appointed on 26 March 2015 (the "CGM Liquidators") have confirmed
to Ambrian that no unknown claims from creditors of CGM were
received by CGM during the statutory advertisement period for
creditors of CGM (which expired on 30 April 2015). In accordance
with the terms of the Acquisition Agreement dated 16 February 2015
entered into between Ambrian (1) and CGM (2), the number of Initial
Convertible Securities did not therefore require any adjustment and
consequently the maximum 165,020,739 Initial Convertible Securities
were issued to CGM.
Confirmation has also been received by Ambrian that the CGM
Liquidators have therefore immediately distributed the 165,020,739
Initial Convertible Securities to CGM Shareholders (on the register
of members of CGM as at the close of business on 3 May 2015) pro
rata to their holdings of CGM Shares at that time. Upon such
distribution, each of the Initial Convertible Securities has
automatically converted into an Ordinary Share in Ambrian in
accordance with the rights attaching to the Initial Convertible
Securities.
The aggregate of fractional entitlements to Ordinary Shares in
Ambrian has been distributed by the CGM Liquidators to charity.
CGM Shareholders who hold their CGM Shares in CREST will have
their CREST accounts credited with their entitlements to Ordinary
Shares in Ambrian on 11 May 2015 and share certificates for
entitlements to Ordinary Shares in Ambrian are expected to be
despatched to those CGM Shareholders who hold their CGM Shares in
certificated form by 18 May 2015.
Application has been made for the new Ordinary Shares in Ambrian
which have arisen on conversion of the Initial Convertible
Securities to be admitted to trading on AIM. It is expected that
such admission will take place at 8.00am on 11 May 2015.
Total Voting Rights
Ambrian confirms that, following conversion of the Initial
Convertible Securities earlier today, the total issued share
capital of Ambrian now comprises 276,381,947 ordinary shares of
GBP0.01 each ("Ordinary Shares") and 111,361,208 deferred shares of
GBP0.09 each (which deferred shares have no voting rights).
Of these, 4,500,058 Ordinary Shares are held in treasury and a
further 9,584,466 Ordinary Shares are held by the Company's
wholly-owned subsidiary, Ambrian Metals Limited, following its
merger with CGM Schweiz.
Accordingly, the total number of Ordinary Shares in Ambrian with
voting rights is 262,297,423. This figure may be used by Ambrian
shareholders as the denominator for calculations to determine if
they have a notifiable interest in Ambrian under the Disclosure and
Transparency Rules, or if such interest has changed.
Deferred Convertible Securities
Confirmation has also been received by Ambrian that the CGM
Liquidators have also immediately distributed the 19,414,205 First
Tranche Deferred Convertible Securities and the 9,707,102 Second
Tranche Deferred Convertible Securities to CGM Shareholders on the
same pro rata basis.
The First Tranche Deferred Convertible Securities will
(following their distribution to CGM Shareholders, but subject to
adjustment for any claims from creditors of CGM which come to light
prior to such conversion) convert into an equal number of new
Ordinary Shares in Ambrian conditional upon mechanical completion
of the clinker grinding and cement plant in the port of Beira,
Mozambique occurring prior to 15 May 2015 (which will be verified
by an independent technical engineer appointed by Ambrian).
The Second Tranche Deferred Convertible Securities will
(following their distribution to CGM Shareholders, but subject to
adjustment as described above) convert into an equal number of
Ordinary Shares in Ambrian conditional upon the final dissolution
of CGM.
Again, the aggregate of fractional entitlements to both the
First Tranche Deferred Convertible Securities and the Second
Tranche Deferred Convertible Securities has been distributed by the
CGM Liquidators to charity.
Both the First Tranche Deferred Convertible Securities and the
Second Tranche Deferred Convertible Securities are only capable of
being held in certificated form. Share certificates for
entitlements to such Deferred Convertible Securities are expected
to be despatched to CGM Shareholders by 18 May 2015.
Definitions
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Admission Document dated 17
February 2015 published by Ambrian, unless separately defined in
this announcement or the context requires otherwise.
For further information, please contact:-
Ambrian plc
Roger Clegg, COO +44 (0)20 7634 4700
Cenkos Securities plc
Neil McDonald +44 (0)131 220 9771
Nick Tulloch +44 (0)131 220 9772
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPKFDPCBKKNPK
Ambrian Capital (LSE:AMBR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ambrian Capital (LSE:AMBR)
Historical Stock Chart
From Apr 2023 to Apr 2024
