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Ambrian PLC (AMBR)

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Friday 08 May, 2015

Ambrian PLC

Issue of Convertible Securities

RNS Number : 6339M
Ambrian PLC
08 May 2015
 



8 May 2015

Ambrian plc

("Ambrian" or the "Company")

 

Issue of Initial and Deferred Convertible Securities in connection with

Merger with Consolidated General Minerals (Schweiz) AG

 

The Board of Ambrian is pleased to announce that, as consideration for its acquisition of the shareholding of Consolidated General Minerals plc ("CGM") in Ambrian Metals Limited (following its merger with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz") which was completed on 26 March 2015), the Board of Directors of Ambrian has today allotted and issued to CGM:-

-        165,020,739 Initial Convertible Securities (representing 85 per cent. of the total consideration);

-        19,414,205 First Tranche Deferred Convertible Securities (representing 10 per cent. of the total consideration); and

-        9,707,102 Second Tranche Deferred Convertible Securities (representing 5 per cent. of the total consideration).

 

Initial Convertible Securities

 

The liquidators of CGM, Jeremy Willmont & Emma Sayers, appointed on 26 March 2015 (the "CGM Liquidators") have confirmed to Ambrian that no unknown claims from creditors of CGM were received by CGM during the statutory advertisement period for creditors of CGM (which expired on 30 April 2015).  In accordance with the terms of the Acquisition Agreement dated 16 February 2015 entered into between Ambrian (1) and CGM (2), the number of Initial Convertible Securities did not therefore require any adjustment and consequently the maximum 165,020,739 Initial Convertible Securities were issued to CGM.

 

Confirmation has also been received by Ambrian that the CGM Liquidators have therefore immediately distributed the 165,020,739 Initial Convertible Securities to CGM Shareholders (on the register of members of CGM as at the close of business on 3 May 2015) pro rata to their holdings of CGM Shares at that time.  Upon such distribution, each of the Initial Convertible Securities has automatically converted into an Ordinary Share in Ambrian in accordance with the rights attaching to the Initial Convertible Securities.

 

The aggregate of fractional entitlements to Ordinary Shares in Ambrian has been distributed by the CGM Liquidators to charity.

 

CGM Shareholders who hold their CGM Shares in CREST will have their CREST accounts credited with their entitlements to Ordinary Shares in Ambrian on 11 May 2015 and share certificates for entitlements to Ordinary Shares in Ambrian are expected to be despatched to those CGM Shareholders who hold their CGM Shares in certificated form by 18 May 2015.

 

Application has been made for the new Ordinary Shares in Ambrian which have arisen on conversion of the Initial Convertible Securities to be admitted to trading on AIM.  It is expected that such admission will take place at 8.00am on 11 May 2015.

 

Total Voting Rights

 

Ambrian confirms that, following conversion of the Initial Convertible Securities earlier today, the total issued share capital of Ambrian now comprises 276,381,947 ordinary shares of £0.01 each ("Ordinary Shares") and 111,361,208 deferred shares of £0.09 each (which deferred shares have no voting rights).

 

Of these, 4,500,058 Ordinary Shares are held in treasury and a further 9,584,466 Ordinary Shares are held by the Company's wholly-owned subsidiary, Ambrian Metals Limited, following its merger with CGM Schweiz.

 

Accordingly, the total number of Ordinary Shares in Ambrian with voting rights is 262,297,423. This figure may be used by Ambrian shareholders as the denominator for calculations to determine if they have a notifiable interest in Ambrian under the Disclosure and Transparency Rules, or if such interest has changed.

 

Deferred Convertible Securities

 

Confirmation has also been received by Ambrian that the CGM Liquidators have also immediately distributed the 19,414,205 First Tranche Deferred Convertible Securities and the 9,707,102 Second Tranche Deferred Convertible Securities to CGM Shareholders on the same pro rata basis.

 

The First Tranche Deferred Convertible Securities will (following their distribution to CGM Shareholders, but subject to adjustment for any claims from creditors of CGM which come to light prior to such conversion) convert into an equal number of new Ordinary Shares in Ambrian conditional upon mechanical completion of the clinker grinding and cement plant in the port of Beira, Mozambique occurring prior to 15 May 2015 (which will be verified by an independent technical engineer appointed by Ambrian).

 

The Second Tranche Deferred Convertible Securities will (following their distribution to CGM Shareholders, but subject to adjustment as described above) convert into an equal number of Ordinary Shares in Ambrian conditional upon the final dissolution of CGM.

 

Again, the aggregate of fractional entitlements to both the First Tranche Deferred Convertible Securities and the Second Tranche Deferred Convertible Securities has been distributed by the CGM Liquidators to charity.

 

Both the First Tranche Deferred Convertible Securities and the Second Tranche Deferred Convertible Securities are only capable of being held in certificated form.  Share certificates for entitlements to such Deferred Convertible Securities are expected to be despatched to CGM Shareholders by 18 May 2015.

 

Definitions

 

Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Admission Document dated 17 February 2015 published by Ambrian, unless separately defined in this announcement or the context requires otherwise.

 

For further information, please contact:-

 

Ambrian plc

 

Roger Clegg, COO

+44 (0)20 7634 4700

 

 

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
 
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