TIDMAPF
RNS Number : 9858F
Anglo Pacific Group PLC
26 February 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, JERSEY, SOUTH
AFRICA, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE
UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, JERSEY OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This Announcement is an advertisement and not a prospectus or a
prospectus equivalent document and does not constitute or form part
of, and should not be construed as, any offer for sale or
subscription of, or solicitation of any offer to buy or subscribe
for, any shares in Anglo Pacific Group PLC or securities in any
other entity, in any jurisdiction, including the United States, nor
shall it, or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract or
investment decision whatsoever, in any jurisdiction. This
Announcement is for information only and does not constitute a
recommendation regarding any securities. Any investment decision
must be made exclusively on the basis of the final prospectus
published by the Company (incorporating a circular for the purposes
of the Listing Rules of the UK Listing Authority) (the
"Prospectus") and any supplement thereto in connection with the
admission of New Ordinary Shares of the Company to the premium
segment of the Official List of the UK Listing Authority and to
trading on the London Stock Exchange's main market for listed
securities. Copies of the Prospectus are available from the
Company's registered office.
News Release
February 26, 2015
Anglo Pacific Group PLC
Results of General Meeting
Anglo Pacific Group PLC ("Anglo Pacific", the "Company") (LSE:
APF, TSX: APY) is pleased to announce that at the General Meeting
held earlier today, the resolutions proposed in connection with the
Proposed Acquisition and Firm Placing and Placing and Open Offer
were duly passed on a show of hands. Resolution 3 was passed as a
special resolution.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
will shortly be submitted to the National Storage Mechanism, and
will be available for inspection at
www.morningstar.co.uk/uk/NSM.
The full text of all the resolutions passed at the meeting can
be found in the Notice of General Meeting, which is available for
inspection in the Prospectus at www.morningstar.co.uk/uk/NSM and on
the Company's website by pasting the following URL into the address
bar of your browser: www.anglopacificgroup.com/investors.php.
Full details of the proxy voting will also be available on the
Company's website later today by pasting the following URL into the
address bar of your browser:
http://anglopacificgroup.com/pdf/150226-EGMVotingResults.pdf.
Application has been made for the 49,375,000 New Ordinary Shares
to be admitted to the premium segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities and to be listed on the Toronto Stock Exchange, such
admission being expected at 8:00 a.m. on February 27, 2015 on the
London Stock Exchange's main market for Listed Securities and at
market open on February 27, 2015 on the Toronto Stock Exchange. The
New Ordinary Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares.
The following table sets out the shareholdings and percentage
interests in the issued share capital of the Company of the
Directors, persons discharging managerial responsibilities
("PDMRs") and their connected persons following admission of the
New Ordinary Shares and the Acquisition Shares, including shares
taken up in the Open Offer (but excluding outstanding awards under
the Company Share Option Plan, Joint Share Ownership Plan and Value
Creation Plan):
Name of Number of Percentage Number of Percentage
Director/PDMR Ordinary of Existing Ordinary of total
Shares prior Ordinary Shares immediately issued share
to admission Shares following capital(1)
admission(1)
Julian Treger 1,199,389 1.03% 5,391,454 3.17%
Bob Stan - - 73,540 0.04%
Mark Potter 100,000 0.09% 121,473 0.07%
Mike Blyth 20,600 0.02% 61,372 0.04%
Anthony
Yadgaroff 180,501 0.16% 180,501 0.11%
Rachel Rhodes - - - -
David Archer - - - -
Kevin Flynn 2,000 0.00% 2,388 0.00%
Peter Mason 1,192 0.00% 1,423 0.00%
(1)Post admission of New Ordinary Shares and Acquisition
Shares
The expected date of completion of the Acquisition is March 5,
2015. Application has been made for the 4,135,238 Acquisition
Shares to be admitted to the premium segment of the Official List
and to trading on the London Stock Exchange's main market for
listed securities and to be listed on the Toronto Stock Exchange,
such admission being expected at 8:00 a.m. on March 6, 2015 on the
London Stock Exchange's main market for Listed Securities and at
market open on March 6, 2015 on the Toronto Stock Exchange. The
Acquisition Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares.
Upon admission of the New Ordinary Shares, assuming no further
exercise of options under the Share Schemes, the total issued share
capital is expected to be 165,806,796 Ordinary Shares. Following
admission of the Acquisition Shares, assuming no further exercise
of options under the Share Schemes, the total issued share capital
is expected to be 169,942,034. These figures may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to, their interest in the Company under the Disclosure and
Transparency Rules of the Financial Conduct Authority.
Capitalised terms used, but not defined, in this announcement,
have the same meanings as set out in the announcement released by
the Company on February 4, 2015 in relation to the Firm Placing,
Placing and Open Offer.
BMO Capital Markets Limited and Macquarie Capital (Europe)
Limited are acting as joint bookrunners in connection with the Firm
Placing, Placing and Open Offer and Shard Capital Partners LLP is
acting as Co-Manager.
For further information:
Anglo Pacific Group PLC +44 (0) 20 3435 7400
Julian Treger - Chief Executive
Officer
Mark Potter - Chief Investment
Officer
Website: www.anglopacificgroup.com
BMO Capital Markets Limited -
Sponsor and Joint Bookrunner +44 (0) 20 7664 8020
Jeffrey Couch / Neil Haycock /
Tom Rider / Jenny Wyllie
Macquarie Capital (Europe) Limited
- Joint Bookrunner +44 (0) 20 3037 2000
Raj Khatri / Ken Fleming / Fergus Marcroft
/ Nicholas Harland / Ariel Tepperman
Shard Capital Partners LLP - Co-Manager +44 (0) 20 3463 4970
Katrina Damouni / Damon Heath
/ Gareth Burchell
Bell Pottinger +44 (0) 20 3772 2500
Nick Lambert / Lorna Cobbett
About the Company
Anglo Pacific is a global natural resources royalty company. The
Company's strategy is to develop a leading international
diversified royalty company with a portfolio centred on base metals
and bulk materials, focusing on accelerating income growth through
acquiring royalties on projects that are currently cash flow
generating or are expected to be within the next 24 months. It is a
continuing policy of the Company to pay a substantial portion of
these royalties to shareholders as dividends.
Disclaimer
This Announcement is for information only and is not for
release, publication or distribution, directly or indirectly, in or
into the United States, Australia, Japan, Jersey, South Africa, New
Zealand or any jurisdiction in or into which the same would be
unlawful. This Announcement is not an offer of securities in any
jurisdiction, including the United States, Canada, Australia,
Japan, Jersey or South Africa or any jurisdiction in which the same
would be unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such jurisdiction.
Persons needing advice should consult an independent financial
adviser.
This Announcement has been issued by and is the sole
responsibility of the Company. Save for the responsibilities and
liabilities, if any, of any of the Banks under FSMA or the
regulatory regime established thereunder, none of the Banks assumes
any responsibility whatsoever and the Banks make no representations
or warranties, express or implied, in relation to the contents of
this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by the Company, or on the Company's behalf, or by any of the
Banks, or on their behalf, and nothing contained in this
Announcement is, or shall be, relied on as a promise or
representation in this respect, whether as to the past or the
future, in connection with the Company, the Firm Placing, Placing,
Open Offer or the Acquisition. The Banks disclaim to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this Announcement or any
such statement.
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