TIDMPMA
RNS Number : 2699Z
Premier Management Holdings PLC
13 March 2012
13 March 2012
Premier Management Holdings plc
("Premier Management" or the "Company")
Posting of Shareholder Circular,
Proposed Acquistion and
General Meeting Notice
Premier Management, the Central Asia-focused natural resources
investment company, is pleased to announce the posting of a
shareholder circular ("Circular") in connection with the proposed
acquisition of Central Asia Resources ("CAR") a company which holds
a controlling stake in the Cholokkaindy gold project in Kyrgyzstan.
The Company has exercised the CAR Option Deed today and completion
of the Acquisition is subject to the prior approval of Shareholders
which will be sought at the General Meeting.
As announced on 16 November 2011 the Company's shares were
suspended from trading on AIM as the Company had not yet
implemented its Investing Policy as required by Rule 15 of the AIM
Rules for Companies ("Rule 15"). As the acquisition of CAR
constitutes a reverse takeover under Rule 14 of the AIM Rules the
Company is required to publish an Admission Document. In addition,
as a result of the Consideration Shares to be allotted to the
Vendors pursuant to the Acquisition, the Company is seeking a
waiver of Rule 9 of the Takeover Code, which would otherwise
require the Concert Party to make an offer to acquire those
Ordinary Shares that they do not own.
The Circular serves both as the admission document required by
the AIM Rules and as a whitewash circular under the Takeover
Code
Expected timetable of principal events
Latest time and date 10:00 a.m. on 27 March
for receipt of Forms 2012
of Proxy in respect of
the GM
Time and Date of the 10:00 a.m. on 29 March
General Meeting 2012
Completion of the Acquisition 30 March 2012
and Admission
Dealings in the Enlarged 8:00 am on 30 March 2012
Share Capital and Warrants
to commence on AIM and
CREST accounts expected
to be credited in respect
of Consideration Shares
and Warrants
Despatch of definitive 13 April 2012
share certificates in
respect of Consideration
Shares and Warrants to
be held in certified
form
General meeting
The Circular also includes a notice of a general meeting, to be
held at the offices of Nabarro LLP, Lacon House, Theobald's Road,
London, WC1X 8RW on 29 March 2012 at 10:00am. The Resolutions which
will be put to Shareholders at the GM are as follows:
1. conditional upon the passing of resolution 2 below, to
approve the Acquisition for the purpose of Rule 14 of the AIM
Rules;
2. approve the Rule 9 waiver, to be passed on a poll by Independent Shareholders;
3. approve the proposed change of name.
Irrevocable undertakings
The Company has received irrevocable undertakings from certain
of the Directors and Shareholders to vote in favour of the
Acquisition and the other resolutions to be proposed at the GM. In
total, irrevocable undertakings to vote in favour of Resolutions 1
and 3 have been received in respect of 285,985,691 Ordinary Shares,
representing 54.1 per cent. of the Existing Ordinary Shares.
Irrevocable undertakings have also been received from
Independent Shareholders to vote in favour of Resolution 2 in
respect of 135,736,485 Ordinary Shares, representing 35.9 per cent.
of Ordinary Shares held by Independent Shareholders.
Key statistics
Closing Price per Ordinary
Share on 15 November
2011 (last day prior
to suspension 0.76p
------------------------------------ -------------
Number of Existing Ordinary
Shares 528,745,125
------------------------------------ -------------
Implied price of the
Consideration Shares 3p
------------------------------------ -------------
Number of Consideration
Shares being issued pursuant
to the Acquisition 83,333,333
------------------------------------ -------------
Enlarged Share Capital
on Admission(1,2) 612,078,458
------------------------------------ -------------
Consideration Shares
as a percentage of Enlarged
Share Capital 13.61%
------------------------------------ -------------
Number of Warrants in
issue following Admission 175,799,093
------------------------------------ -------------
ISIN Number of Existing GB0002636438
Ordinary Shares and Consideration
Shares
------------------------------------ -------------
ISIN Number of Warrants BG00B5916V19
------------------------------------ -------------
(1) Assuming no exercise of Warrants between the date of the
Admission Document and Admission
(2) Enlarged Share Capital on Admission is the aggregate of the
Existing Ordinary Shares and the Consideration shares issued
pursuant to the Acquisition
Action to be taken
A Form of Proxy for use by Shareholders at the GM is attached to
the Circular and has been posted to shareholders. Whether or not
shareholders intend to be present at the General Meeting, they are
requested to complete, sign and return the Form of Proxy to the
Company's registrars, Capita Registrars (PXS), Bourne House, 34
Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but in
any event so as to arrive not later than 10:00 a.m. on 27 March
2012. The completion and return of a Form of Proxy will not
preclude shareholders from attending the GM and voting in person
should they subsequently wish to do so.
Recommendation
Richard Nolan, Chief Operating Officer of the Company, is also
an employee of Tomilly Ltd., a company which manages some of the
business interests of John McKeon. Christian Schaffalitzky and Dr.
Reza Tabrizi are both beneficial owners of shares in CAR and will
receive Consideration Shares on completion of the Acquisition.
Accordingly, all three of these Directors are considered to have
conflicts of interest which prevent them from expressing their
views on the merits of the Acquisition and thus accept no
responsibility for the views of the Independent Director on the
Acquisition.
The Independent Director, who has been so advised by Libertas,
considers the proposals for the Acquisition and the Rule 9 Waiver
to be fair and reasonable and in the best interest of the
Independent Shareholders and the Company as a whole. Accordingly
the Independent Director recommends that Shareholders vote in
favour of Resolution 1 and 3 and that the Independent Shareholders
vote in favour of Resolution 2 and will do so in respect of his own
beneficial holdings which amount, in aggregate, to 488,169 Ordinary
Shares, representing approximately 0.09 per cent. of the Existing
Ordinary Shares.
The Directors unanimously recommend that Shareholders vote in
favour of Resolutions 1 and 3 and will do so in respect of their
own beneficial holdings which amount, in aggregate, to 5,512,829
Ordinary Shares, representing approximately 1.0 per cent. of the
Existing Ordinary Shares.
Gerry Desler, Chairman, commented,
"I am delighted to formally propose the acquisition of Central
Asia Resources which brings with it the Company's first major gold
exploration project, the Cholokkaindy licence, situated on the
highly prospective Tien Shan Gold Belt in Kyrgyzstan. The
transaction, when completed, will be a transformational event for
Premier Management which is intended to be renamed Premier Gold
Resources."
For further information please see the attachment below which
contains an extract from the Circular. A copy of the complete
Circular is also available at www.premiermgt.info.
All definitions in this announcement and its appendix are as
defined in the Circular, unless otherwise indicated.
Enquiries:
Premier Management Holdings Plc
Gerry Desler, Chairman Tel: +44 (0)
1279 731037
Libertas Capital Corporate Finance
Limited - Nominated Adviser
Thilo Hoffmann / Sandy Jamieson Tel: +44 (0)
20 7569 9650
Rivington Street Corporate Finance
- Broker
Jon Levinson Tel: +44 (0)
20 7562 3384
M: Communications
Ben Simons / Maria Souvorov Tel: +44 (0)
20 7920 2340
Appendix
Acquisition of Central Asia Resources Limited
Approval of waiver of the obligation to make a mandatory offer
under Rule 9 of the Takeover Code
Admission of Enlarged Share Capital and Warrants to trading on
AIM
Proposed change of name
and
Notice of General Meeting
Introduction
The Company announced on 27 October 2010 that it had entered
into the CAR Option Deed pursuant to which the Company has been
granted an option to acquire the entire issued share capital of
CAR. Since then the Company has been conducting due diligence on
CAR, PAR and Alji and the Alji Projects and has exercised the CAR
Option. The Company will, subject to Shareholder approval on
Completion issue 83,333,333 Consideration Shares to the Vendors at
an implied price of 3p per share (representing a premium of
approximately 275 per cent. per cent. to the Closing Price) as
consideration for the acquisition of CAR. As a result of the
Acquisition, the Company will acquire a controlling stake in the
Cholokkaindy Project in the Kyrgyz Republic. The Company will also
acquire a controlling stake in the Uzunbulak Project, however, the
Board has decided not to pursue this lithium exploration project
which, subject to consent by the Mining Industry Regulator, will be
transferred out of the Enlarged Group following Admission.
The Company also announced on 27 October 2010 that, pursuant to
the Warrant Instrument, the Company issued Warrants to subscribe
for a total of 186,713,755 Ordinary Shares in aggregate. The
Company will apply for the Warrants to be admitted to trading on
AIM.
In addition, the Company announced on 21 March 2011 and 12 May
2011 a Placing raising a combined GBP2.24 million (before expenses)
from certain shareholders and other investors through the issue of
74.65 million Ordinary Shares at 3 pence per Ordinary share. The
Placing was not conditional on completion of the Acquisition. The
proceeds received through the Placing are being used to fund
planned exploration work in the Cholokkaindy Project and for
general working capital purposes.
Trading in the Ordinary Shares on AIM was suspended on 16
November 2011 as the Company had not implemented its investing
policy as required by Rule 15 of the AIM Rules. Subject to
Shareholders approving the Ordinary Resolutions at the GM, the
Enlarged Share Capital and the Warrants will be admitted to trading
on AIM. If, however, the Ordinary Shares have not been re-admitted
to AIM within six months following suspension of the Ordinary
Shares from trading on AIM, then the admission of the Ordinary
Shares to trading on AIM will be cancelled.
As a result of the Acquisition the Company will acquire a
controlling stake in a minerals exploration company in the Kyrgyz
Republic and will cease to be an Investing Company, becoming
instead a mining exploration business. The Acquisition is therefore
classified as a reverse takeover under the AIM Rules. The AIM Rules
require that completion of the Acquisition is subject to the prior
approval of Shareholders, which will be sought at the General
Meeting, and the publication of an Admission Document which this
document comprises. The Company is also seeking consent to change
its name to Premier Gold Resources Plc.
In addition, because the Concert Party will, as a result of the
Acquisition, hold in aggregate Ordinary Shares representing more
than 30 per cent. of the Enlarged Share Capital, the Company is
seeking a waiver of Rule 9 of the Takeover Code, which would
otherwise require the Concert Party to make an offer to acquire
those Ordinary Shares that they do not own. A resolution seeking
shareholder approval of the Rule 9 Waiver is included in the Notice
of GM.
Further details relating to the Resolutions are set out in the
Notice of GM.
If the Resolutions, certain of which are inter-conditional, are
duly passed at the GM, trading in the Ordinary Shares on AIM will
be cancelled and the Company will apply for the Enlarged Share
Capital to be admitted to trading on AIM. The Company will also
apply for the Warrants to be admitted to trading on AIM.
Background to and reasons for the Acquisition
The Kyrgyz Republic is the third largest gold producer of the
CIS countries. The country has a well-developed mining industry
with good support services. Mining is recognized as a means of
increasing the country's economy which is currently underdeveloped.
Many investment incentives have been established to use mining as a
starting point for economic development in the country.
In accordance with the Heads of Agreement CAR incorporated PAR
on 1 March 2011. Alji is the registered holder of the Cholokkaindy
Project Licence and will carry out the exploration work. On 27 June
2011 PAR acquired Alji, a company previously owned by Mr. Chynarbek
Tegizbekov, the former chief geologist of the North-Kyrgyz
Geological Expedition, a state owned enterprise. The Alji Nominees
received 20 per cent. of PAR in return for their interest in Alji.
The remaining 80 per cent. of PAR is held by CAR.
The Cholokkaindy Project is situated in the north western part
of the Tien Shan metallogenic belt, a Hercynian fold and thrust
belt that extends some 1500km from Western Uzbekistan to Western
China and contains numerous mesothermal gold deposits. The belt
hosts a number of gold deposits including Muruntau (107Moz),
Kalmakir (90Moz), Almalyk (70Moz), Zarmitan (11Moz) and Kumtor
(17Moz).In the Kyrgyz Republic it hosts a number of producing
mines, of which Kumtor is the largest, which produced 525,000
ounces of gold in 2009.
Alji is also the registered holder of the Uzunbulak Project
Licence. The Uzunbulak Project is located south of Lake Issyk-Kul
and is an early stage exploration project for lithium. Preliminary
work in 2011 confirmed the presence of anomalous lithium but the
management of PAR has decided not to continue exploration work on
this project, as it intends to concentrate on gold projects. PAR
has entered into the Manas Put Option which gave it the right to
transfer the Uzunbulak Project Licence to Manas, a company
controlled by John McKeon, Mark Pearson and Dr Reza Tabrizi.
Pursuant to the terms of the Manas Put Option, PAR elected on 1
January 2012 to transfer the Uzunbulak Project Licence to
Manas.
The transfer of the Uzunbulak Project Licence is subject to
approval by the Mining Industry Regulator.
Alji will remain under the management of Mr Tegizbekov and its
employees and will carry out the exploration work.
The Directors consider the Cholokkaindy Project to be
prospective and anticipate positive results from continued
exploration. The Uzunbulak Project is a very early stage lithium
project and will not be further developed by the Company's own
resources.
In addition to the Cholokkaindy Project, the Board is actively
reviewing a number of other natural resource opportunities in the
Kyrgyz Republic and the rest of Central Asia. The Directors believe
that the Acquisition and other opportunities in the region will
enable the Company to create value for Shareholders. Should there
be future acquisitions of other licences additional capital may be
required.
Information on Alji
Alji was established and registered with the Bishkek City
Department of the Public Registrar of Companies on 7 June 2006.
Alji's primary activity has been to conduct geological, survey and
prospecting, design, tunnelling, drilling and other relevant works
on all types of mineral raw materials.
The Cholokkaindy Project
On 10 March 2008 Alji was issued with the Cholokkaindy Project
Licence and on the same date entered into the Cholokkaindy Project
Licence Agreement. The Cholokkaindy Project Licence was extended on
18 March 2010 and expires on 10 March 2013. The current
Cholokkaindy Project Licence Agreement was executed between the
Mining Industry Regulator and Alji on 14 October 2011. Pursuant to
the Subsoil Law a licence agreement constitutes an integral part of
any licence and without such licence agreement the said licence
would be deemed invalid.
The Cholokkaindy Project was identified by Alji through regional
assessment of more than 300 localities throughout northern
Kyrgyzstan. The Cholokkaindy area has been known since 1923, when a
local mining company carried out some exploration at Jarkonush, a
prospect within the licence area. No details are available on this
phase of mining. The Jarkonush area saw further activity between
1928 and 1931, when three exploration adits were developed, (7, 10
and 17m in length) and one inclined pit was excavated to a depth of
12 m. These adits traced numerous mineral seams, the majority of
which are concentrated within a 100m by 1,000m zone and extend for
dozens of metres at narrow widths but locally thicken up to 3-5
metres. Gold values recorded range from trace to 38.8 g/t and
silver from 1.2 g/t to 900.2 g/t. The mineralisation comprises
galena, sphalerite, chalcopyrite, hematite, pyrite, gold, secondary
copper, lead and iron minerals. In 1936 Jarkonush was explored for
tin, with samples returning up to 0.31 per cent. tin. In 1950 to
1951 detailed exploration, including mapping and limited trenching
and underground exploration for uranium and base metals was
conducted, with geophysics targeted at the identification of
radioactive occurrences. In 1975, as part of regional work by the
government, geological and geochemical surveys were completed that
included the licence area. As a result of these various phases of
exploration, several mineralized prospects were identified, namely,
the Talbaital, Jarkonush, Aksaisky and Torsaisky prospects.
The Aksaisky prospect occurs within a 500 by 2,000 m zone
containing mineral occurrences, anomalies in soils and heavy
mineral concentrates represented by bismuthite, cassiterite and
scheelite, all occur within this zone. A geochemical anomaly,
150-180m wide, extends about 1,000m along strike, comprising
bismuth, tin, tungsten and beryllium values, indicative of
granite-related pegmatitic mineralisation. Gold mineralisation is
associated with shear zones in hornfelsed siliceous siltstones with
disseminated copper-sulphide mineralisation. Gold values vary from
0.6 g/t to 10.0 g/t. Previous exploration at Torsaisky identified
anomalies of gold and lead. A prospective area of 1,800 x 200m has
been identified in hornfelsed siltstones. Gold is associated with
quartz veins and quartz-carbonate brecciation and copper-sulphide
mineralisation. Sulphides include bornite and chalcopyrite and
abundant malachite occurs. Gold values are of the order of 1.0 to
2.0 g/t. Individual veins range from 6 to 120m along strike and
from 0.4 to 0.9 m in width. Alji has not conducted work at
Torsaisky under the Cholokkaindy Project Licence.
The main target within the Cholokkaindy Licence is the Talbaital
prospect, a northwest trending zone 1200m long and 150 to 200m
wide. Initial exploration work by Alji was conducted in late 2010,
subsequent to the award of the Cholokkaindy Project Licence. The
2010 sampling programme at the Talbaital prospect yielded
encouraging gold values and the 2011 trenching programme was
extended in all directions.
Strategy and employment of the Enlarged Group
The strategy of the Enlarged Group is to acquire licences and
projects to exploit opportunities in natural resources in Central
Asia with particular emphasis on precious metals in the Kyrgyz
Republic. Furthermore, the Company has targeted gold as the
principal commodity for development.
The Board believes that there are attractive near term
opportunities to acquire assets, either quoted or non-quoted, and
through combining aligned businesses, to create value through a
combination of revenue growth and synergistic cost savings.
The terms of the Cholokkaindy licence require a modest
expenditure for 2012. During the process of readmission the Company
has drafted a budget in accordance with the licence terms,
expending funds on geological administration and general
supervision of the licence. Should additional funds become
available to the Company, management intends to spend a portion of
these funds in a way as to bring the overall spending in line with
the projected budget developed in the Competent Person's
Report.
Aside from the executive Directors the Enlarged Group's
employees are the 11 full time employees of Alji. The Concert Party
has no plans to change the employment or conditions of employment
at this time and the transaction will not result in any
redundancies. Neither CAR nor PAR have any employees.
The Concert Party has no intention to change the strategy of the
Enlarged Group.
Admission, settlement and dealings
The Acquisition constitutes a reverse takeover under the AIM
Rules and is therefore dependent on the approval of Shareholders
being given at the GM. Subject to the passing of the Resolutions
the Enlarged Share Capital will be admitted to trading on AIM.
Application will be made to the London Stock Exchange for the
Enlarged Share Capital and the Warrants to be admitted to trading
on AIM. It is expected that Admission will become effective and
dealings, for normal settlement, will commence on 30 March
2012.
The Ordinary Shares and Warrants are eligible for CREST
settlement. Accordingly, settlement of transactions in Existing
Ordinary Shares, Consideration Shares and Warrants following
Admission may take place within the CREST system if the relevant
Shareholder so wishes.
CREST is a voluntary system and Shareholders who wish to receive
and retain certificates will be able to do so.
It is expected that, subject to the satisfaction of the
conditions of the Acquisition, the Consideration Shares will be
registered in the names of the Vendors and issued either:
-- in certified form, where the Vendors so elect, with the
relevant share certificate expected to be despatched by post, at
their risk, by 13 April 2012;
-- in CREST, where the Vendors so elect and only if they are a
system-member (as defined in the Uncertificated Securities
Regulations) in relation to CREST, with delivery (to the designated
CREST account) of the Consideration Shares subscribed for expected
to take place on 30 March 2012.
Notwithstanding the election by the Vendors as to the form of
delivery of Consideration Shares, no temporary documents of title
will be issued. All documents or remittances sent by or to the
Vendors or as they may direct will be sent through the post at
their risk.
Pending the despatch of definitive share certificates (as
applicable), instruments of transfer will be certified against the
register.
Information on the Concert Party
Barry Gold was the CEO of the Company which was then involved in
the management of English Premier League football players and
managers and in arranging transfers for football clubs. The
business was not scalable and in 2009 had had recent poor trading
results. The then current board sought to find a new direction for
the company by way of acquisition or other corporate action, while
Barry Gold wished to continue with the Football Business as a
private entity. Barry Gold investigated a number of options that
might be available to Premier.
Mr Gold recognised that the Football Business represented
substantially all of the trading activities of Premier and that
extracting it would leave a quoted shell. Barry Gold discussed
various investment ideas and the idea of a quoted shell with John
McKeon at a social event. John McKeon is very active in the natural
resources sector and contemplated several projects/assets that
might be suitable to combine with a quoted shell such as
Premier.
In 2011 John McKeon worked with Nick Trew on establishing
Pathfinder Minerals PLC. Nick Trew and Dr Reza Tabrizi shared
common friends and have known each other for over a decade. Dr
Tabrizi has been working closely with the government of Kyrgyzstan
since the mid 1990's. One of Dr Tabrizi's colleagues in Kyrgyzstan
is Arslan Koichiev. Dr Tabrizi knew that the country was looking to
develop its natural resource sector. John McKeon and Dr Tabrizi
travelled to Bishkek, Kyrgyzstan to meet geologists and officials
in the natural resource sector. Following the trip to Bishkek one
project contemplated for Premier was a gold exploration project in
Kyrgyzstan.
While Dr Tabrizi knew of the project through his extensive
in-country experience and knowledge, he did not have a vehicle
through which funding could be provided for the proper exploration
and potential development of a gold deposit. The joining of Premier
as a listed vehicle with the gold project is the kernel of the
Proposals. John McKeon was going to structure and recruit
additional expertise for the transaction and a broker would be
identified to have funds raised in Premier as a gold exploration
focused company. Christian Schaffalitzky is a geologist and the
Managing Director of Eurasia Mining which is also a gold focused
company and has been appointed to the Board to assist on technical
matters.
Christian Schaffalitzky is a long time friend of Mark Pearson.
Mark Pearson and John McKeon have invested together in other
companies including Niche Group Plc and Leed Petroleum Plc.
Richard Nolan, Chief Operating Officer of the Company, is also
an employee of Tomilly Ltd., a company which manages some of the
business interests of John McKeon.
Ms. Susan McKeon is the sister of John McKeon. Susan McKeon is
also the director of CAR and the company secretary of Tomilly Ltd.
and Oman Resources of which John McKeon is a director.
As a first step John McKeon and other investors injected cash
into Premier to allow the Company to continue to exist as an AIM
listed investing company. At time it was decided that CAR would be
used as the vehicle to consolidate the Cholokkaindy Project.
The table below lists the members of the Concert Party with
their current holdings as well as their expected holdings on
Admission and on a fully diluted basis.
Concert Party Current On Admission
----------------- ------------------------ ---------------------------------------
Number % of Number Total % of
of Ordinary share of New Ordinary enlarged
Shares capital Ordinary Shares issued
Shares held share
on Admission capital
----------------- ------------- --------- ----------- -------------- ----------
John McKeon 118,557,879 22.42% 9,999,998 128,557,877 21.00%
----------------- ------------- --------- ----------- -------------- ----------
Mark Pearson 18,666,667 3.53% 14,166,667 32,833,334 5.36%
----------------- ------------- --------- ----------- -------------- ----------
David Baxter 0 0.00% 1,666,667 1,666,667 0.27%
----------------- ------------- --------- ----------- -------------- ----------
Arslan Koichiev 0 0.00% 4,166,667 4,166,667 0.68%
----------------- ------------- --------- ----------- -------------- ----------
Nick Trew 0 0.00% 2,500,000 2,500,000 0.41%
----------------- ------------- --------- ----------- -------------- ----------
Reza Tabrisi 0 0.00% 16,666,667 16,666,667 2.72%
----------------- ------------- --------- ----------- -------------- ----------
Christian
Schaffalitzky 5,024,660 0.95% 4,166,667 9,191,327 1.50%
----------------- ------------- --------- ----------- -------------- ----------
Susan McKeon 8,000,000 1.51% 0 8,000,000 1.31%
----------------- ------------- --------- ----------- -------------- ----------
Richard Nolan 0 0.00% 0 0 0.00%
----------------- ------------- --------- ----------- -------------- ----------
Total 150,249,206 28.42% 53,333,333 203,582,539 33.26%
----------------- ------------- --------- ----------- -------------- ----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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