TIDMAMBR

RNS Number : 5200H

Ambrian PLC

16 March 2015

Ambrian plc

("Ambrian" or the "Company")

Update on Merger with Consolidated General Minerals (Schweiz) AG

On 17 February 2015, Ambrian announced that it had entered into a conditional agreement relating to the merger (the "Swiss Entities Merger") of Ambrian's Swiss subsidiary, Ambrian Metals Limited, 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"). On 5 March 2015 and 10 March 2015 respectively, Ambrian and CGM announced that all resolutions proposed at the General Meetings of the companies were passed and consequently that the Acquisition and the Swiss Entities Merger have been approved.

Further information about the Acquisition and the Swiss Entities Merger is set out in full in the AIM Admission document dated 17 February 2015 published by Ambrian (the "Admission Document"), which is available on Ambrian's website at www.ambrian.com. Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Admission Document unless the context requires otherwise.

In addition to shareholder approval, completion of the Acquisition and the Swiss Entities Merger are subject to the satisfaction of a number of conditions precedent. To date, certain of these conditions precedent, including certain regulatory clearances which the Enlarged Group requires in Switzerland, remain outstanding. Whilst the boards of both Ambrian and CGM expect these outstanding conditions precedent to be satisfied shortly, it is now anticipated that they will be satisfied one week later than originally envisaged, with a consequent extension to the anticipated timetable set out in the Admission Document.

Accordingly, it is now expected that the Acquisition and the Swiss Entities Merger will complete on 24 March 2015, and that re-admission of the 111,361,208 Existing Issued Ordinary Shares to trading on AIM ("Re-Admission") will occur at 8.00 a.m. on the day following Completion, which is now expected to take place on 25 March 2015. Further announcements will be made in due course.

As previously announced, pursuant to Resolution no. 1 passed at the General Meeting, the nominal value of an Ordinary Share has been 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. However, the Existing Issued Ordinary Shares will continue to be marked by the London Stock Exchange as having a nominal value of GBP0.10 each pending the cancellation of trading in such shares on AIM (now expected to take place at 6.00 p.m. on 24 March 2015) prior to Re-Admission at 8.00 a.m. the following morning.

For further information, please contact:-

 
 Ambrian plc 
 Roger Clegg, COO                 +44 (0)20 7634 4700 
 John Coles, FD 
 
 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

This information is provided by RNS

The company news service from the London Stock Exchange

END

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