TIDMAMBR
RNS Number : 0622F
Ambrian PLC
17 February 2015
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
17 February 2015
Ambrian plc
("Ambrian" or the "Company")
Proposed Merger of Ambrian Metals Limited with Consolidated
General Minerals (Schweiz) AG
Conditional Board Appointments
Summary
-- Ambrian announces that it has entered into a conditional
agreement relating to the merger of Ambrian's Swiss subsidiary,
Ambrian Metals, with Consolidated General Minerals (Schweiz) AG
("CGM Schweiz"), the Swiss subsidiary of Consolidated General
Minerals plc ("CGM"), and the subsequent acquisition by Ambrian of
the shareholding of CGM in the merged Swiss entity, together with
all the indebtedness of the CGM Schweiz Group owed to CGM (the
"Acquisition")
-- The consideration for the Acquisition will be satisfied by
the Company as to GBP1 in cash payable on completion of the
Acquisition ("Completion") and by the Company allotting and issuing
an aggregate of up to 165,020,739 Initial Convertible Securities
(representing 85 per cent. of the total consideration) and an
aggregate of 29,121,307 Deferred Convertible Securities
(representing the remaining 15 per cent. of the total
consideration) following Completion
-- CGM Schweiz, through its 83.75 per cent. owned subsidiary
CdB, is currently engaged in the development of a clinker grinding
and cement packing operation in Beira, Mozambique with an installed
capacity of approximately 800,000 tons per annum
-- The Beira Plant is expected to commence production in April 2015
-- Being located adjacent to the port, the Beira Plant is
expected to be highly competitive due to the relatively low
logistical costs of sourcing raw materials and distributing
finished products
-- The Beira Plant has a construction cost of an estimated US$42.5 million
-- The Acquisition and the Swiss Entities Merger constitute a
'reverse takeover' under the AIM Rules
-- Robert Adair, chairman of CGM, and Jean-Pierre Conrad, CEO of
CGM, have been appointed to the board of Ambrian conditional on
Completion, as Chairman and Chief Executive Officer
respectively
-- Sub-division of each Ordinary Share of GBP0.10 into one
ordinary share of GBP0.01 and one deferred share of GBP0.09.
Commenting on the Acquisition and the Swiss Entities Merger,
Kevin Lyon, Chairman of Ambrian said:
"The merger with CGM Schweiz represents an exciting opportunity
for all shareholders and is a culmination of Ambrian's strategy
which has been developed over last 12 months with our key
investors. It fulfils our objectives of broadening our activities,
building our equity base and adding to our management team. The
Enlarged Group is well placed to move forward from a significantly
stronger base."
Commenting on the Acquisition and the Swiss Entities Merger,
Robert Adair, Chairman of CGM said:
"We at CGM look forward to working within a larger company to
enhance value for all shareholders of the Enlarged Group. I am also
pleased that we have, by way of this merger, achieved our objective
of bringing CGM back to the listed market."
For further information, please contact:
Ambrian plc
Roger Clegg, COO
John Coles, FD +44 (0)20 7634 4700
Consolidated General Minerals
plc
Robert Adair, Chairman +44 (0)7872 930 114
Jean-Pierre Conrad, CEO + 41 79 601 51 59
Cenkos Securities plc
Neil McDonald +44 (0)131 220 9771
Nick Tulloch +44 (0)131 220 9772
The Admission Document, containing further information about the
Acquisition and the Swiss Entities Merger and notice of the General
Meeting, together with the Form of Proxy, will be posted to Ambrian
Shareholders today and will shortly be available on Ambrian's
website at www.ambrian.com. It is also expected that the
Acquisition and the Swiss Entities Merger will complete on 17 March
2015, subject to the satisfaction of the conditions and further
terms set out in the Admission Document.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement including the
Appendix.
This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, Ordinary Shares in any
jurisdiction in which such offer or solicitation is unlawful. The
availability of the Ordinary Shares in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable restrictions. Ambrian
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Cenkos is authorised and regulated in the United Kingdom by the
FCA and is advising the Company and no one else in connection with
the arrangements set out in this announcement (whether or not a
recipient of this announcement), and is acting exclusively for the
Company as nominated adviser and broker for the purpose of the AIM
Rules. Cenkos shall not be responsible to any person other than the
Company for providing the protections afforded to its customers,
nor for providing advice in relation to Re-Admission or the
contents of this announcement. In particular, the information
contained in this announcement has been prepared solely for the
purposes of the arrangements set out in this announcement and is
not intended to inform or be relied upon by any subsequent
purchasers of Ordinary Shares (whether on or off exchange) and,
accordingly, no duty of care is accepted in relation to them.
Without limiting the statutory rights of any person to whom this
announcement is issued, no representation or warranty, express or
implied, is made by Cenkos as to the contents of this document. No
liability whatsoever is accepted by Cenkos for the accuracy of any
information or opinions contained in this document, for which the
Company, the Existing Directors and the Proposed Directors are
solely responsible, or for the omission of any information from
this
announcement for which it is not responsible.
FORWARD-LOOKING STATEMENTS
This announcement contains forward looking statements relating
to the Company's future prospects, developments and strategies,
which have been made after due and careful enquiry and are based on
the Existing Directors' and the Proposed Directors' current
expectations and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in such
statements. Forward-looking statements are identified by their use
of terms and phrases such as 'believe', 'could', 'envisage',
'estimate', 'intend', 'may', 'plan', 'will' or the negative of
those, variations or comparable expressions, including references
to assumptions. These forward-looking statements are subject to,
inter alia, the risk factors described in the Admission Document.
The Existing Directors and the Proposed Directors believe that the
expectations reflected in these statements are reasonable, but may
be affected by a number of variables which could cause actual
results or trends to differ materially. Each forward-looking
statement speaks only as of the date of the particular
statement.
PUBLICATION OF THIS ANNOUNCEMENT
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in the Restricted
Jurisdictions on Ambrian's website at www.ambrian.com.
The contents of Ambrian's website are not incorporated into and
do not form part of this announcement.
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
17 February 2015
Ambrian plc
("Ambrian" or the "Company")
Proposed Merger of Ambrian Metals Limited with Consolidated
General Minerals (Schweiz) AG
Conditional Board Appointments
1. Introduction
Ambrian announces that it has entered into a conditional
agreement relating to the merger of Ambrian's Swiss subsidiary,
Ambrian Metals, with CGM Schweiz pursuant to a 'merger by
absorption' process governed by Swiss law and the subsequent
acquisition by the Company of CGM's shareholding in the resulting
Swiss Merged Entity, together with all the indebtedness of the CGM
Schweiz Group owed to CGM.
The consideration for the Acquisition will be satisfied by the
Company as to GBP1 in cash payable on Completion and by the Company
allotting and issuing an aggregate of up to 165,020,739 Initial
Convertible Securities (representing 85 per cent. of the total
consideration) and an aggregate of 29,121,307 Deferred Convertible
Securities (representing the remaining 15 per cent. of the total
consideration), following Completion. Both the Initial Convertible
Securities and the Deferred Convertible Securities will (subject to
adjustment as described below) convert into the same number of new
Ordinary Shares on distribution of such Convertible Securities by
CGM to its shareholders (i.e. by way of an illustrative example, 85
Initial Convertible Securities would convert into 85 new Ordinary
Shares and 15 Deferred Convertible Securities would convert into 15
new Ordinary Shares), but in the case of the Deferred Convertible
Securities subject also to the satisfaction of the relevant
conditions which are referred to below.
The Initial Convertible Securities and the Deferred Convertible
Securities will be allotted and issued as soon as the CGM
Shareholders have resolved (or not, as the case may be) to put CGM
into liquidation and appoint liquidators (which it is anticipated
will be known within five weeks following Completion) and if
relevant, following the expiry of the statutory 21 day
advertisement period for creditors of CGM. The number of Initial
Convertible Securities to be allotted and issued to CGM and,
following their allotment and issue, the number of Deferred
Convertible Securities which convert into new Ordinary Shares may
be subject to adjustment (as referred to below).
The Acquisition and the Swiss Entities Merger constitute a
'reverse takeover' under the AIM Rules and together they are
therefore conditional, inter alia, upon the approval of
Shareholders. Such approval is being sought at the General Meeting
being convened to be held at 4 More London Riverside London SE1 2AU
at 11.00 a.m. on 5 March 2015 pursuant to the notice of General
Meeting set out in the Admission Document.
If Resolutions nos. 2 to 6 are passed at the General Meeting,
and the other conditions set out in the
Acquisition Agreement are satisfied or waived, it is anticipated
that Re-Admission will occur on the day following Completion, which
is expected to take place on 18 March 2015.
The Directors and certain Shareholders (including CGM Schweiz
itself) have irrevocably undertaken to vote in favour of the
Resolutions in respect of their beneficial holdings, which amount
in aggregate to 64,819,561 Existing Issued Ordinary Shares,
representing 60.66 per cent. of all Existing Issued Ordinary
Shares.
2. The Acquisition
A. Background to and reasons for the Swiss Entities Merger and the Acquisition
In July 2012, CGM acquired a 29.9 per cent. interest in Ambrian
for approximately US$8 million. Since then, the CGM management has
actively supported Ambrian in defining its future strategy, which
is to become a global commodity supply chain service provider that
sources and supplies commodities to clients worldwide, with a
strong emphasis on tailored financing solutions. Drawing on CGM's
expertise, Ambrian's trading teams have been very active in
consolidating and expanding their footprint, both geographically
and in the breadth of products traded.
As stated in the Company's interim results announcement on 12
September 2014, the Directors consider that Ambrian's future growth
and prospects remain constrained by its asset base and that the
Company has continued to work on means to increase this and
diversify its revenue streams. The
Directors believe that the Acquisition represents significant
progress towards meeting Ambrian's strategic objectives in this
respect, in particular, by bringing an operating asset into the
Group, giving exposure to the fast growing and developing market of
Mozambique and increasing the Enlarged Group's shareholder base,
with the consequent prospects of additional liquidity in share
trading and
improving the Enlarged Group's profile with institutional
investors.
B. Principal Terms of the Swiss Entities Merger and the Acquisition
Ambrian Metals and CGM Schweiz, the Swiss-incorporated
subsidiaries of the Company and CGM respectively, have agreed to
merge pursuant to a 'merger by absorption' process governed by
Swiss law, with Ambrian Metals being the surviving entity from the
merger.
Pursuant to the Swiss Entities Merger Agreement, Ambrian Metals
will acquire by way of merger (universal succession) all of the
assets and liabilities of CGM Schweiz (including the shareholdings
in
all of the subsidiaries of CGM Schweiz) as from 1 October 2014
and such that all actions taken by CGM Schweiz since 1 October 2014
will be deemed to have been undertaken on behalf of Ambrian
Metals.
Pursuant to the Swiss Entities Merger Agreement, the Company
will transfer to CGM 1,101,368,800 shares in Ambrian Metals (out of
the Company's holding of 1,840,000,000 shares, being all the issued
share capital of Ambrian Metals).
Execution and completion of the Swiss Entities Merger Agreement
is conditional on, inter alia, the passing of Resolutions 2 to 6 at
the General Meeting and approval at meetings of the shareholders of
Ambrian Metals and CGM Schweiz themselves and will only become
effective upon registration by the Canton of Zug, Switzerland
(anticipated to take place within 10 days after approval at the
meetings of the shareholders of Ambrian Metals and CGM Schweiz and
filing of the Swiss Entities Merger Agreement with the Canton of
Zug, Switzerland).
In addition, the Company and CGM have entered into a conditional
agreement dated 16 February 2015 (the "Acquisition Agreement")
pursuant to which the Company has conditionally agreed to acquire
CGM's resulting shareholding in Ambrian Metals (as the surviving
entity from the merger), together with all the indebtedness of the
CGM Schweiz Group owed to CGM.
The consideration for the Acquisition will be satisfied by the
Company as to GBP1 in cash payable on Completion and by the Company
allotting and issuing an aggregate of 165,020,739 Initial
Convertible Securities and an aggregate 29,121,307 Deferred
Convertible Securities following Completion.
The Initial Convertible Securities and the Deferred Convertible
Securities will be allotted and issued once the CGM Shareholders
have resolved (or not, as the case may be) to put CGM into
liquidation and appoint liquidators (which it is anticipated will
be known within five weeks following Completion) and, if relevant,
following the expiry of the statutory 21 day advertisement period
for creditors of CGM. Once CGM has distributed all the Initial
Convertible Securities and the Deferred Convertible Securities to
CGM Shareholders, it will have no assets left and the Company has
therefore agreed to give an indemnity to the liquidator of CGM (on
their appointment) to cover, inter alia, any claims from creditors
of CGM that may subsequently come to light and any other financial
liabilities or expenses it incurs that cannot be paid out of CGM's
assets.
The number of Initial Convertible Securities to be allotted and
issued to CGM will therefore be subject to adjustment to recompense
the Company in respect of any valid claims by the liquidators of
CGM under such indemnity which exceed US$400,000. Further details
of the mechanics of this adjustment are set out in the Admission
Document.
To the extent that any further claims from creditors of CGM come
to light after the Initial Convertible Securities and the Deferred
Convertible Securities have been issued to CGM, the number of
Deferred Convertible Securities which convert into new Ordinary
Shares will be subject to adjustment in a similar way. In the event
that First Tranche Deferred Convertible Securities are not
converted into new Ordinary Shares due to any relevant CGM creditor
claims not being accepted by, or are subject to validation by, the
liquidators of CGM at the relevant time, they may subsequently
convert into new Ordinary Shares to the extent that any relevant
CGM creditor claim is finally rejected by the liquidators of CGM.
Any such further conversion of First Tranche Deferred Convertible
Securities into new Ordinary Shares will take place at the end of
every quarter thereafter (on 30 June, 30 September, 31 December and
31 March) in accordance with when any relevant CGM creditor claims
are finally rejected by the liquidators of CGM.
The Deferred Convertible Securities will be issued in two
tranches. One tranche of 19,414,205 Deferred Convertible Securities
(the "First Tranche Deferred Convertible Securities") will (subject
to
adjustment as described above) convert into an equal number of
new Ordinary Shares upon their distribution to CGM Shareholders and
also (and subject to) mechanical completion of the clinker grinding
and cement plant in the port of Beira, Mozambique owned by CdB
(currently under construction) occurring prior to 15 May 2015. The
second tranche of 9,707,102 Deferred Convertible Securities (the
"Second Tranche Deferred Convertible Securities") will (subject to
adjustment as described above) convert into an equal number of
Ordinary Shares upon their distribution to CGM Shareholders and
also (and subject to) the final dissolution of CGM.
The rights attaching to the Initial Convertible Securities and
the Deferred Convertible Securities (which are set out in full in
the notice of the General Meeting in the Admission Document) will
be similar to the Ordinary Shares save that, pending conversion
into Ordinary Shares, they will have no voting rights whatsoever
and they will only be issued to CGM and be transferable by CGM to
CGM shareholders or, in respect of fractional entitlements to a
charity nominated by CGM (or otherwise as the Board may, by
exception, agree) whereupon they will automatically convert into
Ordinary Shares.
CGM has undertaken to use all reasonable endeavours to
distribute both the Initial Convertible Securities and the Deferred
Convertible Securities to CGM Shareholders as soon as practicable
following their issue by the Company to CGM.
The 165,020,739 new Ordinary Shares which would arise on
conversion of the maximum 165,020,739 Initial Convertible
Securities (on distribution to CGM Shareholders) will represent
approximately 59.7 per cent. of the Enlarged Issued Share Capital
(following such conversion). The 29,121,307 new Ordinary Shares
which would arise on maximum conversion of the 29,121,307 Deferred
Convertible Securities (on distribution to CGM Shareholders and
satisfaction of the conditions for their conversion) will represent
approximately 9.5 per cent. of the Fully Enlarged Issued Share
Capital (following such further conversion).
Completion of the Acquisition Agreement is conditional on, inter
alia (i) the passing of Resolutions nos 2 to 6 at the General
Meeting of the Company (ii) the approval of the Acquisition
Agreement and
the Swiss Entities Merger Agreement by the CGM Shareholders at a
general meeting of CGM and, (iii) the execution and completion of
the Swiss Entities Merger Agreement (including the registration of
the Swiss Entities Merger Agreement in the commercial register of
the Canton of Zug, Switzerland).
Further details of both the Swiss Entities Merger Agreement and
the Acquisition Agreement are set out in the Admission
Document.
3. Information on CdB and the Beira Plant
A. Introduction
CGM Schweiz, which is a wholly owned subsidiary of CGM, holds
29.9 per cent. of the Existing Issued Ordinary Shares in Ambrian.
It also, through its 83.75 per cent. owned subsidiary CdB, is
currently engaged in the development of a clinker grinding and
cement packing operation in Beira, Mozambique. This project, which
is in the advanced stages of construction, is managed by CdB.
The Beira Plant is located immediately behind the port of Beira
on the coast of the central region of
Mozambique. With an estimated US$42.5 million construction cost,
the Beira Plant will be a clinker grinding and cement packing
operation with an installed capacity of 110 tonnes per hour or
approximately 800,000 tons per annum. CdB expects to commence
operations in April 2015 and to increase production levels in line
with sales growth. It is anticipated that the Beira Plant will be
capable of being scaled up very quickly to full capacity.
Funding for the Beira Plant has been provided through both
equity and debt facilities. Specifically, US$16 million has been
provided by CdB shareholders and IDC has provided an aggregate of
US$19 million of long term project finance debt and US$4 million in
convertible loans without interest. Additional funding is a
combination of suppliers' credit and working capital facilities
with local banks.
Furthermore, as announced on 17 November 2014, additional credit
support has been provided by Ambrian through standby letters of
credit and guarantees for an aggregate amount of US$2 million
pursuant to an agency agreement whereby Ambrian Metals has secured
the exclusive rights to act as
an agent in the sourcing of all raw materials for CdB for a
period of up to eight years.
Prior to Completion, CGM will acquire the remaining shares
bringing its interest in the Beira Plant to 100 per cent.
B. Advantages of the Beira Plant
The Directors consider that the Beira Plant has the following
attributes:
Benefits of operating in Mozambique
-- A growing economy with a positive economic outlook;
-- Additional production coming on stream is expected to stimulate latent demand from the low;
-- Structural deficiencies and the development of public
infrastructure positively underpin the cement market dynamics.
Benefits of the Beira Plant's location
-- Built in the immediate vicinity of the port, the Beira Plant
will benefit from low raw material handling costs;
-- Ready access to intermodal transport alternatives into Central and Northern Mozambique;
-- Beira and its port are the main commercial and logistic hub
of Central Mozambique and the natural export and entry port for
Zimbabwe and, to a lesser extent, Malawi and Zambia;
-- Access to utilities including the secure supply of electricity.
Benefits of the Beira Plant's operations
-- A facility built to international standards;
-- The ability to produce large volumes over a short period of
time providing flexibility in scheduling production and minimising
the necessity of carrying large inventories;
-- A ready mix concrete plant on site provides the ability to supply concrete to the Beira area competitively ;
-- A modern palletising and wrapping system provides a faster
and safer packing option to customers;
-- Efficient loading procedures reduce the turnaround time for
the trucks thus minimising customers' transport costs;
-- A low degree of operating leverage allows production to
mirror demand thus minimising inventories.
4. Future Strategy of the Enlarged Group
As stated in Ambrian's interim results announcement on 12
September 2014, the Directors consider that Ambrian's future growth
and prospects remain constrained by its asset base and that the
Company has continued to work on means to increase this and
diversify its revenue streams. The Directors believe that the
Acquisition represents significant progress towards meeting
Ambrian's strategic objectives and that:
A. CdB's cement plant in Beira, Mozambique brings an operating
asset into the Enlarged Group and, in particular, has the potential
to be a significantly cash generative asset for the Enlarged
Group;
B. Participation in the fast growing and developing market of
Mozambique may give Ambrian access to future asset based business
opportunities in that region or in other cement producers;
C. Ambrian's board and senior executive team will be
strengthened by the addition of the CGM executive team and the
additional skills that they bring; and
D. The Acquisition will, following distribution of the
Convertible Securities, increase the Company's shareholder base,
with consequent prospects of additional liquidity in share trading
and improving the Enlarged Group's profile with institutional
investors.
In addition to the above, the CGM and Ambrian trading teams are
currently investigating possible business opportunities in upstream
and downstream assets that will provide benefits to their
respective customers and suppliers in the flow of the goods. CGM is
also utilising and benefitting from Ambrian's know-how in managing
the sourcing and logistics of the raw materials that will be
consumed in the future cement operations in Beira, Mozambique. This
is expected to include clinker,
limestone and gypsum but also aggregates as it is intended to
develop a concrete ready-mix business
in parallel to supplying cement in Mozambique and elsewhere. All
raw materials used are bulk commodities and clinker, the largest
raw material intake in the production of cement, is a seaborne
traded bulk commodity.
The Directors intend to continue to utilise their existing
relationships, experience and expertise to create value for
shareholders and believe that several good growth opportunities
exist.
Trading activities
The Directors intend that the Enlarged Group will grow its
trading activities, broaden its product range and extend its
geographical reach by continuing to target market share increases
and expansion in emerging markets. The Enlarged Group will focus on
increasing the sourcing of competitively priced physical
commodities from reliable third party suppliers whilst developing
its logistical capabilities. It will target market share increases
in the geographies in which it currently operates and further
expansion in new markets. This strategy will allow it to continue
to supply an increasingly diversified range of physical commodities
to its existing customer base and provide opportunities to continue
developing new producer and consumer relationships and selectively
target new business opportunities.
Strategic investments in industrial assets
The Directors intend to investigate opportunities to enhance and
broaden the Enlarged Group's services in metal and minerals
trading. This may include investments in operating assets with the
aim of improving the marketing and distribution capabilities of the
Enlarged Group's trading activities, delivering superior growth and
creating value for the benefit of all the Enlarged Group's
stakeholders.
While the Enlarged Group intends to remain focused on physical
commodity sourcing, distribution and marketing, it also intends to
pursue selective strategic acquisitions and ventures where such
acquisitions and ventures have their own industrial and financial
justification. Industrial assets are seen by the Directors as a
source of potential stand-alone financial returns and overall
business diversification, which support and strengthen Ambrian's
core physical marketing and value added activities.
Whilst developing the cement plant in Mozambique, CGM Schweiz
has continued to investigate additional similar locations in other
Sub-Saharan countries by evaluating the viability of further
clinker grinding mills and greenfield cement milling operations
that offer similar benefits as the Beira
Plant. The Directors believe that similar investment
opportunities exist in various African and South
East Asian economies which still report low cement per capita
consumption but strong economic growth.
5. Conditional appointment of new Directors
On (and subject to) Completion, the following Proposed Directors
will become additional directors of the Company and will join the
Board in the capacities described below:
Robert Adair, Non-Executive Chairman
Mr Adair is currently non-executive Chairman of Consolidated
General Minerals plc. After graduating in geology from Oxford
University, Mr Adair qualified as a Chartered Accountant. He is the
Chairman
of Petroceltic International plc and also Deputy Chairman of
Urban & Civic plc and a number of other
companies.
Jean-Pierre Conrad, Chief Executive Officer
Mr Conrad is currently an executive director of Consolidated
General Minerals plc. He started his career in the banking industry
in Switzerland. In 1994 he joined Marc Rich which became Glencore
International thereafter, responsible for corporate finance
activities in the metals and minerals trading division in
Switzerland. He was appointed chief financial officer of Xstrata in
1997 which transformed from an investment vehicle to a diversified
natural resource group during his period in office. Since leaving
Xstrata at the end of 2001, he has pursued private ventures
including in the natural resource sector. He is a director of
Financière Mermod SA, a private asset management company in
Switzerland.
Disclosures in accordance with the AIM Rules in respect of the
appointments of Mr Adair and Mr Conrad are set out in Appendix 1 to
this announcement.
6. Lock-In and Orderly Market Arrangements
Under the terms of the Lock-In Agreements, each of the Directors
have, in accordance with Rule 7 of the AIM Rules, undertaken to the
Company and Cenkos that he will not sell or otherwise dispose of
any interest in the Ordinary Shares or any other securities held by
him in the Company for a period of 12 months following
Re-Admission, save in limited circumstances.
Each of the Directors has also agreed to certain 'orderly
market' provisions whereby any disposal of Ordinary Shares in the
12 months after the expiry of the initial 12 months following
Re-Admission must (save in limited circumstances) be effected
through the Company's broker.
Details of the Lock-in Arrangements are set out in the Admission
Document.
7. Related Party Transaction
CGM Schweiz holds a 29.9 per cent. shareholding in Ambrian and
is therefore considered to be a substantial shareholder in Ambrian
for the purposes of the AIM Rules. Accordingly, the Acquisition and
the Swiss Entities Merger constitute a related party transaction
for the purposes of the AIM Rules. Having consulted with the
Company's Nominated Adviser, Cenkos, the Directors of Ambrian who
are independent of the transaction consider that the terms of the
Acquisition and the Swiss Entities Merger are fair and reasonable
insofar as its shareholders are concerned.
8. Sub-division of Ordinary Shares
The nominal value of an Ordinary Share is GBP0.10, which is
currently above the market price of an Ordinary Share, such that
any future issue of Ordinary Shares by the Company would be
difficult, as a public company cannot issue shares at a discount to
their nominal value. The Board is therefore proposing (pursuant to
Resolution no. 1 to be proposed at the General Meeting) that the
nominal value of an Ordinary Share should effectively be reduced
from GBP0.10 to GBP0.01 by sub-dividing each Ordinary Share of
GBP0.10 into one ordinary share of GBP0.01 and one deferred share
of GBP0.09.
Such deferred shares created will be effectively valueless as
they will not carry any rights to vote or dividend rights. In
addition, holders of deferred shares will only be entitled to a
payment on a return
of capital or on a winding up of the Company after each of the
holders of the Ordinary Shares have received a payment of
GBP1,000,000 on each such share. Such deferred shares will not be
listed or traded on AIM and will not be transferable without the
prior written consent of the Board. No share certificates will be
issued in respect of the deferred shares, nor will CREST accounts
of shareholders be credited in respect of any entitlement to
deferred shares. It is intended that, in due course, all such
deferred shares will be repurchased by the Company for an aggregate
of GBP1 and cancelled.
New share certificates will not be issued in respect of the new
Ordinary Shares of GBP0.01, unless specifically requested by a
Shareholder or upon the transfer of any Ordinary Shares held in
certificated form. Existing share certificates previously issued
for Ordinary Shares of GBP0.01 will remain valid and transfers of
certificated Ordinary Shares will be certified against the
Company's register of members.
Shareholders who hold their entitlement in uncertificated form
through CREST will have their CREST
accounts adjusted to reflect their entitlement to new Ordinary
Shares of GBP0.01.
The Directors will make appropriate adjustments to the number of
Ordinary Shares under options granted under the Share Option Scheme
and under individual Option Agreements and the
exercise/subscription price. Any adjustments will be made in
accordance with the rules of the Share
Option Scheme or the relevant individual Option Agreement.
9. Irrevocable voting undertakings
Each of the Existing Directors as well as certain Shareholders
(including CGM Schweiz) have irrevocably undertaken to vote in
favour of the Resolutions to be proposed at the General Meeting in
respect of any Ordinary Shares in which they have an interest,
whether direct or indirect, totalling 64,819,561 Existing Issued
Ordinary Shares in aggregate which represents approximately 60.66
per cent. of the Existing Issued Ordinary Shares.
Further details of the Irrevocable Voting Undertakings are set
out in the Admission Document.
10. Share Capital and Voting Rights
CGM Schweiz currently holds 31,941,354 Existing Issued Ordinary
Shares in the Company and the Company owns 8,692,543 CGM
Shares.
4,500,058 Existing Issued Ordinary Shares are also currently
held by the Company in treasury and therefore do not have voting
rights so long as they continue to be held in treasury.
On completion of the Logo Acquisition Agreement (expected to
take place prior to completion of the
Acquisition Agreement), 20,606,888 of the 31,941,354 Existing
Issued Ordinary Shares are to be transferred to the shareholder of
Logo and, at the direction of such shareholder, to Landino Finance
Limited (a company owned by Nicolas Rouveyre) and Jean-Pierre
Conrad, leaving CGM Schweiz holding a balance of 11,334,466
Existing Issued Ordinary Shares. These Existing Issued Ordinary
Shares will cease to carry voting rights as from Completion so long
as they are held by CGM Schweiz or any other member of the Enlarged
Group. However, should those Ordinary Shares be sold by the
Enlarged Group to a third party, then those Existing Issued
Ordinary Shares will become voting shares at that time.
Furthermore, by virtue of its holding of 8,692,543 CGM Shares,
the Company will receive its pro rata
entitlement of any distribution to CGM Shareholders in respect
of the Initial Convertible Securities and the Deferred Convertible
Securities. However, any new Ordinary Shares to which the
Company
would be entitled on a distribution to it of Initial Convertible
Securities or Deferred Convertible Securities will be held by the
Company but, as above, will cease to carry voting rights. However,
in respect of these Ordinary Shares, the Company has a statutory
duty to endeavour to sell them to a
third party within three years, failing which they will be
cancelled.
The Company will set out in any announcement of Completion, the
total voting rights in the Company.
In addition, following any distribution of Initial Convertible
Securities or Deferred Convertible Securities to CGM Shareholders
and the consequential conversion of such Convertible Securities
into
new Ordinary Shares, the Company will make an announcement of
the increased ordinary share capital of the Company and the
increased total voting rights in the Company.
11. Re-Admission & Dealings
If Shareholders approve the Swiss Entities Merger Agreement and
the Acquisition Agreement at the
General Meeting, it is expected that re-admission of the
Company's Existing Issued Shares to trading
on AIM will be cancelled as from 6.00 p.m. on 17 March 2015.
However, application will be made to the London Stock Exchange for
the Existing Issued Ordinary to be re-admitted to trading on AIM
and it is expected that Re-Admission will become effective and
trading on AIM in the Existing Issued Ordinary Shares will
re-commence at 8.00 a.m. on 18 March 2015.
For further information, please contact:
Ambrian plc
Roger Clegg, COO
John Coles, FD +44 (0)20 7634 4700
Consolidated General Minerals
plc
Robert Adair, Chairman +44 (0)7872 930 114
Jean-Pierre Conrad, CEO + 41 79 601 51 59
Cenkos Securities plc
Neil McDonald +44 (0)131 220 9771
Nick Tulloch +44 (0)131 220 9772
APPENDIX 1
In relation to the appointment of Mr Adair as a proposed, the
Company confirms that there is no further information to be
disclosed under paragraph (g) of Schedule 2 of the AIM Rules save
as disclosed below:
Full Name: Robert Fredrik Martin
Adair
Age: 58
Current Directorships / Partnerships Blair Underwriting
in the last 5 years: Limited
Butters Group Limited
Castell Underwriting
Limited
Consolidated General
Minerals Plc
Consolidated General
Minerals (Schweiz)
AG
Petroceltic International
Plc
Dart Films LLP
David Scott Underwriting
Limited Earthrapid
Limited
Terrace Hill Lettings
Terrace Hill Residential
Plc
ICP Capital Limited
ICP General Partner
Limited
ICP Holdings Limited
Nameco (No. 921) Limited
Pen Hill LLP
Rudyco Limited
Simcla Limited
Skye Holdings Limited
Skye Investments Limited
Tay Hotel (Dundee)
LLP
The Invicta Film Partnership
No.34 LLP
The Invicta Film Partnership
No.37 LLP
Westview Investments
Limited
Previous Directorships / Broadspan Limited
Partnerships in the last EarlyCall Limited
5 years: Terrace Hill (Hampton)
Limited
Hurrian Resources
Limited
Ingenious Film Partners
2 LLP
Leed Resources Plc
Melrose Iraq Limited
Melrose Mediterranean
Limited
Petroceltic Energy
Limited
Petroceltic Resources
Plc
Plexus Holdings Plc
Skye Securities Limited
Wharrels Hill LLP
In relation to the appointment of Mr Conrad as a proposed
Director, the Company confirms that there is no further information
to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules
save as disclosed below:
Full Name: Jean-Pierre Conrad
Age: 54
Current Directorships / Partnerships Consolidated General
in the last 5 years: Minerals plc
Consolidated General
Minerals (Schweiz)
AG
CGM (UAE) FZE
Financière Mermod
SA
African Potash plc
Minestream AG
Previous Directorships / NAG Resources AG
Partnerships in the last
5 years:
APPENDIX 2
"Acquisition" the proposed acquisition (following completion of the Swiss Entities
Merger) of CGM's shareholding
in the Swiss Merged Entity (and all of the indebtedness of the CGM
Schweiz Group to CGM) by
the Company from CGM pursuant to the Acquisition Agreement
"Acquisition "Agreement" the conditional agreement dated 16 February 2015 between the Company (1)
and CGM (2) in respect
of the Acquisition
"Admission Document" the admission document in connection with Re-Admission to be published
and posted by Ambrian
to its Shareholders today
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the 'AIM Rules for Companies' setting out the rules and responsibilities
in relation to AIM
companies published by the London Stock Exchange, as amended from time
to time
"Ambrian Group" or "Group" the Company and its subsidiaries prior to the date of Re-Admission
"Ambrian Metals" Ambrian Metals Limited, incorporated in Switzerland with registered
number CH-114.313.888,
being a wholly-owned subsidiary of Ambrian
"Beira Plant" the clinker grinding and cement packing plant in the port of Beira,
Mozambique owned by CdB
and currently under construction
"Board" the board of directors of the Company from time to time
"CdB" Cimentos da Beira Limitada, a company incorporated in Mozambique with
registered number 100206471,
being a 83.75 per cent. owned subsidiary of CGM (UAE)
"Cenkos" Cenkos Securities plc, incorporated in England and Wales with registered
number 05210733 and
having its registered office at 6.7.8 Tokenhouse Yard, London EC2R 7AS
"certificated" or "in certificated form" a share or other security which is not in uncertificated form (that is
not in CREST)
"CGM" Consolidated General Minerals plc, a company incorporated in England and
Wales with registered
number 05529561 and having its registered office at 2(nd) Floor, 68
Upper Thames Street, London
EC4V 3BJ
"CGM Schweiz" Consolidated General Minerals (Schweiz) AG, a company incorporated in
Switzerland with registered
number CH-228.090.956, being a wholly-owned subsidiary of CGM
"CGM Schweiz Group" CGM Schweiz and its subsidiaries from time to time
"CGM Shareholders" holders of CGM Shares
"CGM Shares" ordinary shares of 1 pence each in the capital of CGM
"CGM (UAE)" CGM (UAE) FZE, a company incorporated in the Ras Al Khaimah Investment
Authority, the United
Arab Emirates under the laws of Ras Al Khaimah with registered number
RAKIA 51 FZ3 0111 3680,
being a wholly-owned subsidiary of CGM Schweiz
"Company" or "Ambrian" Ambrian plc, a company incorporated in England and Wales with registered
number 03172986
"Completion" completion of the Acquisition Agreement
"Convertible Securities" the Initial Convertible Securities and/or the Deferred Convertible
Securities, as the case
may be, to be issued by the Company to CGM as consideration under the
Acquisition Agreement
"CREST" the relevant system (as defined in the CREST Regulations) for paperless
settlement of share
transfers and the holding of shares in uncertificated form which is
administered by Euroclear
UK & Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as
amended
"Deferred Convertible Securities" the 29,121,307 Deferred Convertible Securities to be issued by the
Company on completion of
the Acquisition Agreement, the rights and restrictions attaching to
which are set out in the
notice of General Meeting set out in the Admission Document
"Directors" the Existing Directors and the Proposed Directors
"Enlarged Group" the Ambrian Group following completion of the Acquisition
"Enlarged Issued Share Capital" the 111,361,208 Existing Issued Ordinary Shares and (following
completion of the Acquisition
Agreement) the 165,020,739 new Ordinary Shares arising on conversion in
full of the maximum
165,020,739 Initial Convertible Securities (but excluding the 19,727,725
Ordinary Shares arising
on conversion in full of the 19,727,725 Initial Convertible Securities
which would be distributed
to the Company as a CGM Shareholder (assuming that all the 165,020,739
Initial Convertible
Securities are to be distributed by CGM to CGM Shareholders on a pro
rata basis) which would
not carry voting rights upon such distribution to the Company)
"Existing Directors" the Directors of the Company at the date of this document, being Kevin
Lyon (Chairman), John
Coles (Chief Financial Officer), Roger Clegg (Chief Operating Officer),
Ed Marlow (Non-Executive
Director) and Nicolas Rouveyre (Non-Executive Director)
"Existing Issued Ordinary Shares" the 111,361,208 Ordinary Shares in issue at the date of this document
"FCA" the UK Financial Conduct Authority
"Fully Enlarged Issued Share Capital" the Enlarged Issued Share Capital and the 29,121,307 new Ordinary Shares
arising on conversion
in full of the maximum 29,121,307 Deferred Convertible Securities (but
excluding the 3,481,364
Ordinary Shares arising on conversion in full of the 3,481,364 Deferred
Convertible Securities
which would be distributed to the Company as a CGM Shareholder (assuming
that all the 29,121,307
Deferred Convertible Securities are to be distributed by CGM to CGM
Shareholders on a pro
rata basis) which would not carry voting rights upon such distribution
to the Company)
"General Meeting" the general meeting of the Company to consider the Proposals, notice of
which is set out in
the Admission Document
"IDC" Industrial Development Corporation of South Africa Limited
"Increased Voting Rights" the voting rights attaching to the Enlarged Issued Share Capital on the
assumption that the
maximum 165,020,739 Initial Convertible Securities have converted into
165,020,739 Ordinary
Shares and on the basis that (i) the 4,500,058 Existing Issued Ordinary
Shares currently held
by the Company in treasury continue to be held in treasury; (ii) CGM
Schweiz's remaining holding
of 9,584,466 Ordinary Shares (following completion of the Logo
Acquisition Agreement and the
distribution of 1,750,000 Shares under a management incentive scheme
which is described in
the Admission Document) will cease to carry voting rights as from
Completion and (iii) the
19,727,725 Ordinary Shares arising on conversion of the 19,727,725
Initial Convertible Securities
which would be distributed to the Company as a CGM Shareholder (assuming
that all the 165,020,739
Initial Convertible Securities are to be distributed by CGM to CGM
Shareholders on a pro rata
basis) would not carry voting rights upon such distribution to the
Company
"Initial Convertible Securities" the maximum 165,020,739 Initial Convertible Securities to be issued by
the Company on completion
of the Acquisition Agreement, the rights and restrictions attaching to
which are set out in
the notice of General Meeting set out in the Admission Document
"Irrevocable Voting Undertakings" the irrevocable undertakings to vote in favour of the Resolutions at the
General Meeting given
by each of the Directors and certain other Shareholders, further details
of which are set
out in the Admission Document
"Lock-In Agreements" the agreements by which each Director has agreed, with the Company and
Cenkos, certain undertakings
with respect to their holdings of Ordinary Shares on Re-Admission
"LME" London Metal Exchange
"Logo" Logo International Limited, a company incorporated under the laws of Ras
al Khaimah Free Trade
Authority, Government of Ras al Khaimah, Ras al Khaimah, United Arab
Emirates
"Logo Acquisition Agreement" the acquisition agreement pursuant to which CGM Schweiz will
conditionally agree to purchase
the whole of the issued share capital of Logo (and thereby Logo's 16.25
per cent. shareholding
in CdB) in consideration of the transfer of an aggregate 20,606,888 of
the existing 31,941,354
Ordinary Shares held by CGM Schweiz in the Company), to be completed
prior to the Swiss Merger
becoming effective and completion of the Acquisition Agreement
"London Stock Exchange" London Stock Exchange plc
"Nominated Adviser" or "Nomad" Cenkos, in its capacity as nominated adviser to the Company for the
purposes of the AIM Rules
"Ordinary Shares" or "Shares" ordinary shares of GBP0.10 each in the capital of the Company(or, upon
the Share Sub-Division,
ordinary shares of GBP0.01 each in the capital of the Company)
"Proposals" the Acquisition, the Swiss Entities Merger and Re-Admission
"Proposed Directors" the additional Directors proposed to be appointed to the Board on
completion of the Acquisition,
being Jean-Pierre Conrad (Chief Executive Officer) and Robert Adair
(Chairman)
"Re-Admission" the re-admission of the Existing Issued Ordinary Shares to trading on
AIM (on or following
Completion ) and such re-admission becoming effective in accordance with
the AIM Rules
"Resolutions" the resolutions in the notice of General Meeting to approve, inter alia,
the Acquisition
"Share Sub-Division" the proposed sub-division of each issued ordinary share of GBP0.10 in
the capital of the Company
into one ordinary share of GBP0.01 and one deferred share of GBP0.09 (as
set out in resolution
no. 1 of the notice of General Meeting set out in the Admission
Document)
"Shareholders" holders of Ordinary Shares
"Swiss Entities Merger" the proposed merger by absorption under Swiss law of Ambrian Metals and
CGM Schweiz
"Swiss Entities Merger Agreement" the conditional agreement in the agreed form to be entered into between
Ambrian Metals (1)
and CGM Schweiz (2) in respect of the Swiss Entities Merger, further
details of which are
set out in the Admission Document
"Swiss Merged Entity" the surviving entity (being Ambrian Metals) as a result of the Swiss
Entities Merger
"uncertificated" or "in uncertificated form" a share or shares recorded on the register of members as being held in
uncertificated form
in CREST, entitlement to which, by virtue of the CREST Regulations, may
be transferred by
means of CREST
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUNAWRVKAUAAR
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