TIDMBMR
RNS Number : 2993F
Berkeley Mineral Resources PLC
19 February 2015
Berkeley Mineral Resources PLC
("BMR" or the "Company")
GBP1.0 million Settlement Agreement
Investigation
The Company announced on 2 February 2015 that the Board
anticipated that, in light of the investigation into the Company's
affairs, the results for the year ended 30 June 2014 would
incorporate write downs of assets in the range of GBP10 million to
GBP12 million. This will facilitate completion of the audit for
that year, and the write downs to be itemised and announced to
shareholders in due course.
Settlement agreement
The Company announces today that on 16 February 2015 it entered
into a settlement agreement (the "Settlement Agreement") relating
to the matters underlying certain of these write downs of
assets.
The parties to the Settlement Agreement with the Company
comprise Masoud Alikhani (its former Chairman) via an interim
deputy as explained below, Mrs Barbara Alikhani (wife of Masoud
Alikhani), Said Alikhani (a brother of Masoud Alikhani), Alberg
Mining & Minerals Exploration Limited (a vendor of assets sold
to BMR), Dominion Energy PLC (a company in which Masoud Alikhani
was interested), ESV Group PLC (a further company in which Masoud
Alikhani was interested), Ms Anita Carr (a former contractor of
BMR) and Swan Logistics Limited (a company controlled by Ms Anita
Carr) (together, the "Settlement Parties"), and Heathley Limited (a
company of which Masoud Alikhani's son is an authorised
signatory).
Further to a series of medical opinions over recent months,
Masoud Alikhani has been diagnosed with Alzheimer's
Disease. It was considered by doctors that Masoud Alikhani did
not have the capacity/understanding to execute or deal with complex
transactions and therefore his wife made an application to Court to
have an independent person
consider the document and sign the Settlement Agreement on his
behalf.
Under the Settlement Agreement:
-- Mrs Alikhani paid to BMR on exchange of the agreement
GBP960,000 in cash (the "Settlement Funds") and Heathley Limited
waived repayment by BMR of a loan of GBP40,000;
-- The Settlement Parties waived all of their rights under
options and warrants exercisable over, in aggregate, 35,957,579
ordinary shares of BMR ("Ordinary Shares") (representing
approximately 2.7 per cent of the current issued share
capital);
-- Masoud Alikhani (in respect of 9,350,000 Ordinary Shares),
Mrs Barbara Alikhani (in respect of 2,656,578 Ordinary Shares) and
Swan Logistics Limited (in respect of 12,472,798 Ordinary Shares)
agreed to such shares (representing approximately 1.8 per cent of
the current issued share capital) being converted into deferred
shares at the next general meeting of BMR, such deferred shares
having no economic or voting rights, and being de-listed from
trading on the AIM Market, with lock-in provisions until such
date;
-- The Settlement Parties released and discharged, all and/or
any actions, claims, demands, set-offs, rights (including the right
to make complaint) whether in this jurisdiction or any other,
whether under criminal or civil law, whether or not presently known
to such signatories or to the law, and whether in law or equity,
that it, or its related parties or any of them ever had, may have
or hereafter can, shall or may have against the other signatories
and/or their related parties relating to the aforementioned write
down of certain of BMR assets; and
-- Subject to regulatory or legal obligations from time-to-time,
each of the parties to the Settlement Agreement is subject to
confidentiality obligations and restrictive covenants.
The Directors believe that entering into the Settlement
Agreement represented the most suitable course of action for the
Company in the current circumstances. The Directors understand
significant costs would be incurred in pursuing potential claims
against the Settlement Parties, and recovery of any funds and
receipt of any damages (and costs) awarded, even if successful,
could not, based on the Directors' current understanding of the
available assets of the Settlement Parties, be guaranteed.
Following protracted negotiations with the Settlement Parties,
the Directors believe that the terms of the Settlement Agreement
are fair and reasonable and result in the Company being credited
with GBP1.0 million at a critical point for working capital
sufficiency, resulting in a current cash balance of approximately
GBP1.2 million. The Settlement Funds will facilitate completion of
the audit for the year ended 30 June 2014 and will also enable the
Company to progress with its plans for implementing the processing
of its tailings assets at Kabwe in Zambia.
The Settlement Agreement represents a related party transaction
in accordance with Rule 13 of the AIM Rules for Companies.
Accordingly the Directors consider, having consulted with BMR's
nominated adviser, that the terms of the Settlement Agreement are
fair and reasonable insofar as its shareholders are concerned.
Following receipt of the Settlement Funds, the Company will
proceed to finalise as soon as possible its accounts for the year
ended 30 June 2014, which will include further information on the
write down of assets. It is anticipated that the suspension imposed
on trading of the Company's shares on the AIM Market will be lifted
on publication of the accounts. A further announcement in this
regard will be made in due course.
For further information:
Berkeley Mineral Resources PLC 020 7408 1181
Alex Borrelli, Chairman
WH Ireland Limited 020 7220 1666
Chris Fielding, Head of Corporate Finance
This information is provided by RNS
The company news service from the London Stock Exchange
END
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