TIDMCRO
RNS Number : 9191F
Creon Resources PLC
22 June 2012
For immediate release: 22 June 2012
Creon Resources Plc
("Creon" or "the Company")
Open Offer and Notice of General Meeting
Creon Resources Plc (AIM: CRO), the resources related investment
company, is delighted to announce that it is seeking to raise up to
approximately GBP12.08 million through an Open Offer of up to
2,416,429,088 Open Offer Shares at a price of 0.5p per Open Offer
Share, which has been partly underwritten by the Subscriber
pursuant to the Subscription Agreement. The Notice of General
Meeting in connection with the Open Offer is to be held at the
Company's registered office, 201 Temple Chambers, 3-7 Temple
Avenue, London, EC4Y 0DT on 11 July 2012 at 10.00 a.m.
Full copies of the Open Offer circular, Notice of GM and Proxy
Form have today been posted to shareholders and are available at
the Company's website www.creonresources.com.
For further information please contact:
Creon Resources plc
Jeswant Natarajan Tel: + 60 12 212 1332
Daniel Stewart & Company plc
Nominated Adviser & Broker
Paul Shackleton/James Felix Tel: + 44 (0) 20 7776 6550
GTH Communications Limited
Toby Hall/Suzanne Johnson-Walsh Tel: + 44 (0) 20 3103 3900
About Creon Resources plc
The Company's Investment Policy is to invest principally but not
exclusively in the resources and/or resources infrastructure
sectors, with no specific national or regional focus. The Company
may be either an active investor and acquire control of a single
company or it may acquire non-controlling shareholdings.
Investments made by the Company may be either quoted or
unquoted; made by direct acquisition or through farm-ins; may be in
companies, partnerships, joint ventures; or direct interests in
resources projects. Target investments will generally be involved
in projects in the exploration and/or development stage. The
Company's equity interest in investments may range from a minority
position to 100 per cent. ownership.
Introduction
The Board is delighted to report that the Company is seeking to
raise up to approximately GBP12.08 million through an Open Offer of
up to 2,416,429,088 Open Offer Shares at a price of 0.5p per Open
Offer Share which has been partly underwritten by the Subscriber
pursuant to the Subscription Agreement. The Company is undertaking
the Open Offer to Shareholders described in the circular posted to
Shareholders today (the "Circular"). Subject to the terms and
conditions of the Subscription Agreement, the Subscriber has agreed
to subscribe for any New Ordinary Shares not taken by Qualifying
Shareholders in the Open Offer up to the Subscription Maximum
(giving the Subscriber a maximum of 75 per cent. of the Enlarged
Share Capital). The number of New Ordinary Shares to be allotted to
the Subscriber is therefore dependent on how many, if any, New
Ordinary Shares are taken up by the Qualifying Shareholders under
the Open Offer. If the Open Offer is fully subscribed by Qualifying
Shareholders, no New Ordinary Shares will be available to the
Subscriber. Given the Subscription Maximum and the 75 per cent.
limitation on the Subscriber's post-subscription shareholding, the
maximum amount the Company will raise from the combined
Subscription and Open Offer is approximately GBP12.08 million and
the minimum is GBP4.83 million.
The Subscription and Open Offer are conditional, inter alia, on
Resolution 1 being passed at the General Meeting. A notice
convening the General Meeting has today been sent to Qualifying
Shareholders. The General Meeting will be held at the Company's
registered office at 201 Temple Chambers, 3-7 Temple Avenue, London
EC4Y 0DT at 10.00 a.m. on 11 July 2012.
In the event Resolution 1 is not passed and the Open Offer does
not proceed, Mr Jeswant Natarajan, Chief Executive Officer of the
Company, has conditionally agreed to subscribe for 100,000,000 new
Ordinary Shares in the Company at a price of 0.1 pence per new
Ordinary Share raising GBP100,000 before expenses (the Initial
Director Subscription). Mr Natarajan has further undertaken to
subscribe for up to an additional 100,000,000 new Ordinary Shares
at a price of 0.1 pence per Ordinary Share if requested to do so by
the Company within the 12 month period following the General
Meeting subject to additional conditions (the Further Director
Subscription). The Company currently has sufficient share
authorities in place to issue the initial tranche of 100,000,000
new Ordinary Shares pursuant to the Initial Director Subscription
without further recourse to Shareholders. The proceeds of the
Initial Director Subscription will be used to pay the Company's
costs incurred in connection with the Subscription and Open Offer
and to provide the Company with additional working capital to
enable it (when taken with its existing cash balances and the
proceeds of the Further Director Subscription) to continue as a
going concern for a period of 12 months from the date of the
Initial Director Subscription. Whether the Company exercises its
right to call for Mr Natarajan to subscribe for the additional
100,000,000 Ordinary Shares pursuant to the Further Director
Subscription will depend on the financial condition of the Company
and availability of alternative sources of funding.
The purpose of the Circular is to provide you with details of,
and the background to, the Subscription and Open Offer and to
explain why the Directors believe them to be in the best interests
of the Company and the Shareholders as a whole.
The Company has also today announced its unaudited preliminary
results for the year ended 31 January 2012.
Investing Policy
The Company's Investing Policy as adopted at the general meeting
of the Company held on 16 December 2011 is to invest principally,
but not exclusively, in the resources and/or resources
infrastructure sectors, with no specific national or regional
focus. The Company may be either an active investor and acquire
control of a single company or it may acquire non-controlling
shareholdings in companies. The proposed investments to be made by
the Company may be either quoted or unquoted; made by direct
acquisitions or through farm-ins in companies, partnerships, joint
ventures; or direct interests in resources related projects. Target
investments will generally be involved in projects in the
exploration and/or development stage. The Company's equity interest
in a proposed investment may range from a minority position to 100
per cent. ownership. The Company has also stated that it would
initially focus on projects located in the Middle East and Asia but
will also consider investments in other geographical regions.
The Company will identify and assess potential investment
targets and, where it believes further investigation is required,
intends to appoint appropriately qualified advisers to assist.
The Company has also stated that it would carry out thorough
project review processes in which all material aspects of any
potential investment would be subject to appropriate due diligence.
It also stated that it was likely that the Company's financial
resources would be invested in a small number of projects or
potentially in just one investment which may be deemed to be a
reverse takeover under the AIM Rules.
Where this is the case, the Company intends to mitigate risks by
undertaking appropriate due diligence processes. Any transaction
constituting a reverse takeover under the AIM Rules will require
Shareholder approval. The possibility of building a broader
portfolio of investment assets has not, however, been excluded.
The Company's intent is to deliver shareholder returns
principally through capital growth rather than capital distribution
via dividends. Given the nature of the Company's Investing Policy,
the Company does not intend to make regular periodic disclosures or
calculations of net asset value.
Reasons for the Subscription and Open Offer
In December 2011, the Company raised GBP278,000 through the
issue of 278,000,000 Ordinary Shares at a price of 0.1p per
Ordinary Share. The proceeds of the December fundraising have been
applied in settling the Company's outstanding creditors, funding
its running costs and exploring ways to take the Company forward.
The circular to Shareholders dated 30 November 2011, relating to
the December 2011 fundraising, stated that it was likely that the
Company would undertake a further fundraising to provide it with
additional capital both to fund its day-to-day operations and to
further its investment policy.
The Board has been carefully monitoring the Company's cash
position and has concluded that, in order to pursue its Investing
Policy and to meet its on-going working capital requirements, the
Company needs to raise funds immediately.
More specifically, the Company will require additional and
substantial funding to pursue and execute investment opportunities
as and when they materialise. At the present time, the Company has
been examining several opportunities as part of a continuing
process. In line with its Investing Policy, the Company has
recently identified a potential joint venture investment and has
entered into preliminary discussions. However, no formal commitment
has been made by any party and, consequently, there is no certainty
that this investment will take place. Should the Board decide to
proceed further with this investment opportunity, a substantial
portion of the funds raised from the Subscription and Open Offer
may be used in advancing future discussions and, if those
discussions conclude successfully, in making the investment. The
potential investment involved is in the oil and gas infrastructure
sector, associated with offshore installations and equipment.
Should the Company be successful in raising the required capital,
it may have to move fast to secure this investment opportunity.
However, should discussions and negotiations fail, the Company will
move on to exploring other opportunities available to it. The
Company and the board are not bound to pursue this opportunity, and
will only pursue this
or any other opportunity, in the interests of the Company.
In the event that the Company successfully concludes
negotiations to make the joint venture investment, further
announcements will be released in due course and the Company may
need to raise further funds for working capital and other
investment opportunities.
The Company has secured the commitment of the Subscriber to
subscribe for the Subscription Shares at the Offer Price. This
would enable the Company to raise a maximum of approximately
GBP12.08 million (before expenses) for the Company provided
Qualifying Shareholders take up not less than 362,500,000 Open
Offer Shares. If the Open Offer is fully taken up by Qualifying
Shareholders, no Subscriber Shares will be issued. The Directors
note that the Offer Price represents a significant premium to the
Company's unaudited net asset value as at 31 January 2012 of
GBP0.0002 per Ordinary Share, albeit it represents a discount to
the current market price of the Ordinary Shares. Furthermore, the
Offer Price is five times the price achieved in the December 2011
fundraising.
Unaudited Preliminary Results
The unaudited preliminary results of the Company for the year
ended 31 January 2012 were announced today and are available to
download from the Company's website at www.creonresources.com. The
Company recorded a loss after tax of (GBP645,276) (2011:
(GBP79,638)) for the year ended 31 January 2012 and had net assets
of GBP72,861 at the same date (2011: GBP416,137).
Details of the Subscription
Under the terms of the Subscription Agreement, the Subscriber
has agreed to subscribe for any New Ordinary Shares not taken by
Shareholders pursuant to the Open Offer subject to the Subscription
Maximum being a maximum (a) 2,053,929,088 New Ordinary Shares or
(b) such number of New Ordinary Shares as are equal to three times
the number of Ordinary Shares comprised in the Enlarged
Pre-Subscription Share Capital, whichever is the lesser. The
Subscription is conditional upon Resolution 1 being passed by the
Shareholders at the General Meeting.
The number of New Ordinary Shares to be allotted to the
Subscriber is dependent on how many New Ordinary Shares are taken
up by Shareholders under the Open Offer. If the Open Offer is fully
subscribed, no New Ordinary Shares will be available to the
Subscriber. If no New Ordinary Shares are taken up under the Open
Offer, the Subscriber will be allotted no more than 966,571,635 New
Ordinary Shares although it is not possible to state how many New
Ordinary Shares will be allotted to the Subscriber until the Open
Offer is closed and all applications from Qualifying Shareholders
have been assessed.
The Subscriber is a Labuan incorporated entity owned by Mr
Ghanim Saad M. Alsaad Al-Kuwari, a prominent Qatari
businessman.
Details of the Open Offer
The Open Offer is being conducted in accordance with section 561
of the Companies Act 2006. Qualifying Shareholders shall be
entitled under the Open Offer to apply for Open Offer Shares on the
following basis:
15 Open Offer Shares at 0.5p per share for every 2 Existing
Ordinary Shares
held and registered in their name on the Record Date. The Open
Offer Shares will, when issued, be credited as fully paid and will
rank equally in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Open Offer Shares.
It should be noted that the Open Offer is not a rights issue.
The Application Form is not a document of title and cannot be
traded.
If a Qualifying Shareholder does not take up any of his Open
Offer Entitlement, his proportionate ownership and voting rights in
the Company will be diluted by a minimum of 75 per cent. and a
maximum of 88.24 per cent. by the issue of the New Ordinary
Shares.
The latest date and time for acceptance and payment in full
under the Open Offer is 11 a.m. on 10 July 2012. Full details of
the terms and conditions of the Open Offer and how to apply are set
out in Part IV of the Open Offer circular today sent to
shareholders.
Shareholders should note that there is no excess application
facility being made available as part of the Open Offer and
therefore you cannot apply for Open Offer Shares in excess of your
Open Offer Entitlement.
Director Subscription
In the event Resolution 1 is not passed and the Open Offer does
not proceed, Mr Jeswant Natarajan, CEO of the Company, has
conditionally agreed to subscribe for 100,000,000 new Ordinary
Shares in the Company at a price of 0.1 pence per new Ordinary
Share raising GBP100,000 before expenses. The Company has
sufficient share authorities in place to issue the new Ordinary
Shares pursuant to the Initial Director Subscription without
further recourse to Shareholders. The proceeds of the Initial
Director Subscription will be used to pay the Company's costs
incurred in connection with the Subscription and Open Offer and to
provide the Company with additional working capital.
In the event that the Initial Director Subscription takes place,
Mr Natarajan who currently holds 10,000,000 Ordinary Shares
representing 3.10 per cent. of the ordinary share capital of the
Company will hold 110,000,000 Ordinary Shares representing 26.10
per cent. of the ordinary share capital of the Company.
Furthermore, in the event that the Initial Director Subscription
proceeds, Mr Natarajan has agreed to subscribe for up to a further
100,000,000 new Ordinary Shares at a price of 0.1 pence each should
the Company request him to do so during the period of 12 months
following the General Meeting. The Further Director Subscription
will be conditional on the requisite shareholder authorities to
issue the additional shares free of pre-emption rights being
obtained and Mr Natarajan being granted a waiver by the Panel from
an obligation to make a Rule 9 Offer (if applicable). In the event
that all the additional Ordinary Shares are subscribed by Mr
Natarajan pursuant to the Further Director Subscription, and
assuming that no other Ordinary Shares are issued in the
intervening period, Mr Natarajan will hold 210,000,000 Ordinary
Shares representing approximately 40.21 per cent. of the ordinary
share capital of the Company.
Use of Proceeds
The Company intends to use the net proceeds of the Subscription
and Open Offer:
-- to invest in line with its Investing Policy;
-- to investigate and pursue potential investments and perform due diligence;
-- pay professional costs associated with any investments and
due diligence in respect thereof; and
-- to fund the on-going working capital requirements of the Company.
In the event that Resolution 1 is not passed and the Open Offer
does not proceed, the net proceeds of the Initial Director
Subscription will be applied to paying the Company's costs incurred
in connection with the Subscription and Open Offer and to provide
additional working capital for the Company.
Share capital
If the Subscription and Open Offer proceed, on Admission, the
Company will have a minimum of 1,288,762,180 Ordinary Shares in
issue and a maximum of 2,738,619,633 Ordinary Shares in issue. The
Subscription Shares will represent a maximum of 75 per cent. of the
Enlarged Share Capital.
In the event that the Subscription and Open Offer do not
proceed, following completion of the Initial Director Subscription,
the Company will have 422,190,545 Ordinary Shares in issue. The
Ordinary Shares issued pursuant to the Initial Director
Subscription will represent 23.67 per cent. of the issued ordinary
share capital following completion of the Initial Director
Subscription. In the event that the Further Director Subscription
proceeds in full (and no other Ordinary Shares have been issued)
the Company will have 522,190,545 Ordinary Shares in issue. The
Ordinary Shares issued pursuant to both tranches of the Director
Subscription will represent 40.21 per cent. of the Company's issued
ordinary share capital.
Resolutions
The Subscription and Open Offer are conditional upon, inter
alia, the passing of Resolution 1 at the General Meeting. A notice
convening the General Meeting to be held at the Company's
registered office at 201 Temple Chambers, 3-7 Temple Avenue, London
EC4Y 0DT at 10 a.m. on 11 July 2012 and containing the text of the
Resolutions has today been sent to shareholders.
Resolution 1, which is proposed as an ordinary resolution,
authorises the Directors to allot equity securities pursuant to
section 551 of the Companies Act 2006 up to a maximum nominal value
of GBP4,000,000. This represents the equivalent of 4,000,000,000
Ordinary Shares. Taking into account the requirement for a maximum
of 2,416,429,088 New Ordinary Shares to satisfy the Company's
obligations under the Subscription and Open Offer, this leaves a
headroom of GBP1,583,570.91 which represents the equivalent of
1,583,570,912 Ordinary Shares and 57.8 per cent. of the maximum
Enlarged Share Capital. In the event that no New Ordinary Shares
are taken up under the Open Offer, this leaves a headroom of
GBP3,033,428.37 which represents the equivalent of 3,033,428,365
Ordinary Shares and 235.4 per cent. of the minimum Enlarged Share
Capital.
Resolution 2, which is proposed as an ordinary resolution,
approves the appointment of Mr Jeswant Natarajan as a director of
the Company.
The authorities granted by Resolution 1 will, if passed, expire
15 months from the date they are passed or at the conclusion of the
Company's annual general meeting to be held in 2013, whichever is
sooner.
The Director Subscription will proceed if Resolution 1 is not
passed.
Irrevocable Undertakings
The Company has received irrevocable commitments to vote in
favour of the Resolutions from Shareholders (including Mr Jeswant
Natarajan) holding 165,000,000 Existing Ordinary Shares in the
Company, representing approximately 51.2 per cent. of the Company's
Ordinary Shares in issue.
Related Party Transactions
The Director Subscription falls within the definition of a
"related party transaction" under the AIM Rules. The independent
Directors of the Company have consulted with Daniel Stewart, the
Company's nominated adviser, and consider the terms of the Director
Subscription to be fair and reasonable insofar as the Company's
Shareholders are concerned.
The UK Takeover Code - Rule 9 Waiver
Under Rule 9 of the UK Takeover Code, where any person acquires,
whether by a series of transactions over a period of time or
otherwise, an interest in shares which (taken together with shares
already held by him and an interest in shares held or acquired by
persons acting in concert with him) carry 30 per cent. or more of
the voting rights of a company which is subject to the UK Takeover
Code, that person is normally required to make a general offer to
all the holders of any class of equity share capital or other class
of transferable securities carrying voting rights in that company
to acquire the balance of their interests in the company.
On Admission the Subscriber may hold 30 per cent. or more of the
voting rights of the Company up to a maximum of 75 per cent. As
this amount is potentially greater than 30 per cent. of the voting
rights of the Company on Admission, in normal circumstances a
general offer from the Subscriber to the Company's Shareholders
would be required under Rule 9 of the UK Takeover Code to acquire
all the Ordinary Shares not already owned by the Subscriber.
Dispensation from Rule 9 of the City Code in relation to the
Subscription
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the UK Takeover Code, the Panel will normally waive the requirement
for a general offer to be made in accordance with Rule 9 of the UK
Takeover Code (a "Rule 9 Offer") if, inter alia, the shareholders
of the company who are independent of the person who would
otherwise be required to make an offer and any person acting in
concert with him (the "Independent Shareholders") pass an ordinary
resolution on a poll at a general meeting (a "Whitewash
Resolution") approving such a waiver. The Panel may waive the
requirement for a Whitewash Resolution to be considered at a
general meeting (and for a circular to be prepared in accordance
with Section 4 of Appendix 1 to the City Code) if Independent
Shareholders holding more than 50 per cent. of the company's shares
capable of being voted on such a resolution confirm in writing that
they would vote in favour of the Whitewash Resolution were such a
resolution to be put to the shareholders of the company at a
general meeting.
Independent Shareholders of the Company who together are the
beneficial owners of 165,000,000 Ordinary Shares, representing 51.2
per cent. of the Existing Ordinary Shares carrying voting rights as
at the date of this announcement have written to the Panel to
confirm that they would vote in favour of a Whitewash Resolution in
respect of the Subscriber acquiring 30 per cent. or more of the
voting rights of the Company and accordingly, the Panel has granted
a waiver from the requirement for the Subscriber to make a Rule 9
Offer to Shareholders. These Independent Shareholders also
confirmed that they would not sell, transfer, pledge, charge or
grant any option or other right over, or create any encumbrance
over, or otherwise dispose of their Ordinary Shares until after the
conclusion of the General Meeting.
Following completion of the Subscription, the Subscriber will
hold a maximum of 75 per cent. of the Enlarged Share Capital.
Important Notice
The Open Offer is not a rights issue. Accordingly, Shareholders
should note that in the Open Offer, unlike a rights issue, any Open
Offer Shares for which application is not made by Qualifying
Shareholders will not be sold in the market on behalf of, or
otherwise placed for the benefit of those Qualifying Shareholders
who did not apply for their Open Offer Entitlements but will be
allotted to the Subscriber pursuant to the Subscription (subject to
the Subscription Maximum).
Any Qualifying Shareholder who has sold or transferred all or
part of his registered holding(s) of Existing Ordinary Shares prior
to the date on which the Ordinary Shares are marked
"ex-entitlement" is advised to consult his stockbroker, bank or
other agent through or to whom the sale or transfer was effected as
soon as possible since the invitation to apply for Open Offer
Shares under the Open Offer may be a benefit which may be claimed
from him by the purchaser under the rules of the London Stock
Exchange.
Action to be taken by Shareholders in relation to the General
Meeting
The Company has today posted to Shareholders a Form of Proxy for
use at the General Meeting. The Form of Proxy, which is also
available on the Company's website www.creonresources.com, should
be completed and returned in accordance with the instructions
printed on it so as to arrive at the Company's registered office at
201 Temple Chambers, 3 - 7 Temple Avenue, London, EC4Y 0DT as soon
as possible and in any event so as to be received not later than
10.00 a.m. on 10 July 2012. Completion and return of the Form of
Proxy will not prevent Shareholders from attending the General
Meeting and voting in person should they so wish.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective on 12 July 2012, with
dealings in the New Ordinary Shares commencing on that date.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities, including depository interests, to be held in
electronic rather than paper form. The Existing Ordinary Shares are
already admitted to CREST. No further application for the admission
of the New Ordinary Shares to CREST is therefore required.
CREST is a voluntary system and Shareholders who wish to retain
certificates will be able to do so. Certificates in respect of the
New Ordinary Shares are expected to be dispatched by the Company's
Registrars no later than 20 July 2012. The New Ordinary Shares due
to uncertificated holders will be delivered in CREST on the date
that dealings commence in the shares concerned.
Action to be taken in respect of the Open Offer
If you are in any doubt as to the action you should take, you
should immediately seek your own personal financial advice from an
appropriately qualified independent professional adviser.
Taxation
You are strongly advised to consult your own independent
professional tax advisers regarding the tax consequences of
participating in the Open Offer.
Recommendation
The Directors unanimously believe that maintaining flexibility
to raise additional funds and the Subscription and Open Offer are
in the best interests of the Company and its Shareholders as a
whole and recommend Shareholders to vote in favour of the
Resolutions, as Mr Natarajan intends to do in respect of his own
beneficial holdings of 10,000,000 Ordinary Shares, equivalent to
approximately 3.10 per cent. of the current issued share capital of
the Company. Mr Quraishi and Mr Berting do not currently hold any
Ordinary Shares.
SUBSCRIPTION AND OPEN OFFER STATISTICS
Offer Price 0.5p
Number of Existing Ordinary Shares in
issue on the Record Date 322,190,545
Maximum number of New Ordinary Shares
to be issued pursuant to the Subscription
and Open Offer 2,416,429,088
Minimum number of New Ordinary Shares
to be issued pursuant to the Subscription
and Open Offer 966,571,635
Maximum Enlarged Share Capital immediately
following Admission 2,738, 619,633
Minimum Enlarged Share Capital immediately
following Admission 1,288,762,180
Maximum percentage of the Enlarged Share
Capital represented by the New Ordinary
Shares 88.24%
Minimum percentage of the Enlarged Share
Capital represented by the New Ordinary
Shares 75%
Maximum gross proceeds of the Subscription approximately GBP12.08
and Open Offer million
Minimum gross proceeds of the Subscription approximately GBP4.83
and Open Offer million
Estimated maximum net proceeds of the approximately GBP12.00
Subscription and Open Offer receivable million
by the Company
Estimated minimum net proceeds of the approximately GBP4.75
Subscription and Open Offer receivable million
by the Company
Maximum market capitalisation of the approximately GBP13.69
Company at the Offer Price immediately million
following completion of the Subscription
and Open Offer
Minimum market capitalisation of the approximately GBP6.44
Company at the Offer Price immediately million
following completion of the Subscription
and Open Offer
AIM symbol CRO
ISIN code for Existing Ordinary Shares GB00B02TDY97
SEDOL B02TDY97
ISIN code for Open Offer Entitlements GB00B8GJ5F60
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement under close of business on 20 June
the Open Offer 2012
Announcement of Subscription 22 June 2012
and Open Offer and posting of
the Open Offer circular, the
Application Forms and Forms of
Proxy
Ex-entitlement date for the Open 22 June 2012
Offer
Open Offer Entitlements credited 25 June 2012
to CREST stock accounts of Qualifying
CREST Shareholders
Latest recommended date for requesting 4.30 p.m. on 4 July 2012
withdrawal of Open Offer Entitlements
from CREST
Latest recommended date for depositing 3 p.m. on 5 July 2012
Open Offer Entitlements into
CREST
Latest time and date for splitting 3 p.m. on 6 July 2012
Application Forms (to satisfy
bona fide market claims only)
Latest time for receipt of Forms 10 a.m. on 10 July 2012
of Proxy for the General Meeting
Latest time for receipt of Application 11 a.m. on 10 July 2012
Forms and payment in full under
the Open Offer or settlement
of relevant CREST instructions
(as appropriate)
Announcement of results of Subscription 11 July 2012
and Open Offer
General Meeting 10 a.m. 11 July 2012
Admission and commencement of 8 a.m. on 12 July 2012
dealings in Open Offer Shares
and Subscription Shares (if applicable)
CREST member accounts credited 12 July 2012
with Open Offer Shares and Subscription
Shares (if applicable) in uncertificated
form
Share certificates despatched 20 July 2012
in respect of Open Offer Shares
and Subscription Shares (if applicable)
in certificated form
Each of the times and dates in the above timetable is subject to
change. All references are to London time unless otherwise
stated.
DEFINITIONS
The following definitions apply in this announcement:
"Admission" The admission of the New Ordinary Shares to
trading on AIM and such admission becoming effective
in accordance with Rule 6 of the AIM Rules.
"AIM" The market of that name operated by London Stock
Exchange.
"AIM Rules" The AIM Rules for Companies published by London
Stock Exchange from time to time.
"Application Form" The personalised application form on which application
or "Personal Application may be made for Open Offer Shares under the
Form" Open Offer to be sent to Qualifying Non-CREST
Shareholders.
"Articles" The articles of association of the Company as
amended or restated from time to time, the current
version of which is available on the Company's
website (www.creonresources.com).
"Board" or the The board of directors of the Company, being
"Directors" Jeswant Natarajan, August Berting and Aamir
Quraishi.
"certificated" A share or other security which is not in uncertificated
or "in certificated form (that is, not in CREST).
form"
"Companies Act The Companies Act 2006.
2006"
"Company" or "Creon" Creon Resources Plc, a public limited company
incorporated in England and Wales with company
number 05216336.
"CREST" The system for the paperless settlement of trades
in listed securities operated by Euroclear to
facilitate holding and transfer of title or
interests to Shares in uncertificated form in
accordance with the CREST Regulations.
"CREST Manual" The document entitled "CREST Reference Manual"
issued by Euroclear.
"CREST Regulations" The Uncertificated Securities Regulations 2001
(SI 2001 No. 3755) including (1) any enactment
or subordinate legislation which amends or supersedes
those regulations and (2) any applicable rules
made under those regulations or any such enactment
or subordinate legislation for the time being
in force.
"Daniel Stewart" Daniel Stewart & Company Plc, nominated adviser
to the Company.
"Director Subscription"
The Initial Director Subscription and the Further
Director Subscription.
"Enlarged Share The issued share capital of the Company immediately
Capital" following Admission being the Existing Ordinary
Shares, the Open Offer Shares and the Subscription
Shares.
"Enlarged Pre-Subscription The issued share capital of the Company immediately
Share Capital" following Admission comprising the Existing
Ordinary Shares and the Open Offer Shares taken
up by Qualifying Shareholders but not the Subscription
Shares.
"Euroclear" Euroclear UK & Ireland Limited.
"Existing Ordinary The 322,190,545 Ordinary Shares in issue immediately
Shares" prior to the Subscription and Open Offer.
"FSA" The Financial Services Authority of the United
Kingdom.
"FSMA 2000" The Financial Services and Markets Act 2000
(as amended).
"Form of Proxy" The form of proxy enclosed with this Open Offer
circular for use by Shareholders in connection
with the General Meeting.
"Further Director The conditional undertaking to subscribe, at
Subscription" the request of the Company, for up to 100,000,000
new Ordinary Shares at a price of 0.1 pence
per share by Mr Jeswant Natarajan, CEO of the
Company, during the 12 months following the
General Meeting in the event that Resolution
1 approving the Open Offer is not passed (subject
to certain conditions), further details of which
are set out in this announcement
"General Meeting" The general meeting of the Company convened
by the Notice.
"Independent Shareholders" Has the meaning given to it in the paragraph
headed "The UK Takeover Code - Rule 9 Waiver"
set out in the letter from the CEO above.
"Investing Policy" The investing policy of the Company as set out
in the letter from Mr Jeswant Natarajan, CEO
of the Company above.
"Initial Director The conditional subscription for 100,000,000
Subscription" new Ordinary Shares at a price of 0.1 pence
per share by Mr Jeswant Natarajan, CEO of the
Company, in the event that Resolution 1 approving
the Open Offer is not passed, further details
of which are set out in the letter from Mr Jeswant
Natarajan, CEO of the Company above.
"London Stock London Stock Exchange plc.
Exchange"
"Money Laundering The Money Laundering Regulations 2007 (as amended
Regulations" from time to time).
"New Ordinary The maximum 2,416,429,088 new Ordinary Shares
Shares" to be issued pursuant to the Subscription and
Open Offer.
"Notice" The notice convening the General Meeting to
be sent to Shareholders today.
"Offer Price" 0.5 pence per New Ordinary Share.
"Open Offer The offer to Qualifying Shareholders, constituting
an invitation to apply for the Open Offer Shares
on the terms and subject to the conditions set
out in in the letter from Mr Jeswant Natarajan,
CEO of the Company above and, in the case of
Qualifying Non-CREST Shareholders, in the Application
Form.
"Open Offer Entitlement" The entitlement of a Qualifying Shareholder,
pursuant to the Open Offer, to apply for 15
Open Offer Shares for every 2 Existing Ordinary
Shares held by the Qualifying Shareholder at
the Record Date.
"Open Offer Shares" Up to 2,416,429,088 New Ordinary Shares which
are the subject of the Open Offer.
"Ordinary Shares" Ordinary shares of 0.1 pence each in the capital
of the Company.
"Overseas Shareholders" Shareholders who are resident in or a citizen
or national of any country outside the United
Kingdom.
"Panel" The UK Panel on Takeovers and Mergers.
"Qualifying CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares are held in uncertificated form.
"Qualifying Non-CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares are held in certificated form.
"Qualifying Shareholders" Shareholders of Existing Ordinary Shares on
the register of member of the Company at the
Record Date save for (subject to certain exceptions)
persons with a registered address, or who are
located or resident in, any Restricted Jurisdiction.
"Receiving Agent" Capita Registrars Limited.
"Record Date" 5 p.m. on 20 June 2012.
"Regulatory Information A regulatory information service that is approved
Service" by the FSA and that is on the list of regulatory
information service providers maintained by
the FSA.
"Resolutions" The resolutions to be proposed at the General
Meeting, details of which are set out in the
Notice.
"Resolution 1" Resolution 1 of the Resolutions, effectively
approving the Subscription and Open Offer by
authorising the Directors to issue the Open
Offer Shares and Subscription Shares.
"Restricted Jurisdiction" Each and any of Australia, Canada, Japan, the
Republic of South Africa and the United States.
"Rule 9 Offer" Has the meaning given to it in the paragraph
headed "The UK Takeover Code - Rule 9 Waiver"
set out in the letter from Mr Jeswant Natarajan,
CEO of the Company above.
"Securities Act" The US Securities Act 1933, as amended.
"Shareholders" The holders of Ordinary Shares.
"Sterling" or British pounds sterling.
"GBP"
"Subscriber" Qatar Investment Corporation, a company registered
in Labuan, Malaysia with company number LL08493.
"Subscription" The conditional subscription for the Subscription
Shares by the Subscriber pursuant to the Subscription
Agreement.
"Subscription The conditional agreement dated 21 June 2012
Agreement" between the Subscriber and the Company relating
to the Subscription, further details of which
are set out in the letter from Mr Jeswant Natarajan,
CEO of the Company above.
"Subscription The maximum number of New Ordinary Shares to
Maximum" be issued to the Subscriber pursuant to the
Subscription being (a) 2,053,929,088 New Ordinary
Shares or (b) such number of New Ordinary Shares
as are equal to three times the number of Ordinary
Shares comprised in the Enlarged Pre-Subscription
Share Capital, whichever is the lesser.
"Subscription Subject to the Subscription Maximum, the New
Shares" Ordinary Shares to be issued by the Company
to the Subscriber pursuant to the Subscription
if the Open Offer is not fully taken up by Qualifying
Shareholders.
"UK" The United Kingdom of Great Britain and Northern
Ireland.
"UK Takeover Code" The UK City Code of Takeovers and Mergers published
by the Panel (as amended from time to time).
"uncertificated" Recorded on the register of members as being
or 'in uncertificated held in uncertificated form in CREST and title
form" to which, by virtue of the CREST Regulations,
may be transferred by means of CREST.
"US", "USA" or The United States of America, each state thereof
"United States" (including the district of Columbia), its territories,
possessions and all areas subject to its jurisdiction.
"Whitewash Resolution" Has the meaning given to it in the paragraph
headed "The UK Takeover Code - Rule 9 Waiver"
set out in the letter from Mr Jeswant Natarajan,
CEO of the Company above.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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