PUBLICATION OF SHAREHOLDER CIRCULAR FOR THE PRO...

7:00 London, 9:00 Helsinki, 16 April 2015 - Afarak Group Plc, Stock Exchange Release

PUBLICATION OF SHAREHOLDER CIRCULAR FOR THE PROPOSED TRANSFER OF LISTING SEGMENT FROM PREMIUM TO STANDARD ON THE LONDON STOCK EXCHANGE

Afarak Group PLC ("Afarak" or the "Company") (LSE: AFRK, OMX: AFAGR) announces that the Company intends to transfer the listing segment of their shares on the Main Market of the London Stock Exchange to a Standard listing from the current Premium listing.

The proposed change to a Standard listing is subject to shareholder approval and the Board will seek authority from the shareholders to transfer its listing on the London Stock Exchange. The purpose of the transfer is to allow the Company to reduce the costs of its listing which arise from the regulatory burden applicable to companies with a Premium listing, which would no longer be applicable following transfer to a Standard listing.

Afarak will maintain the listing of its shares on the NASDAQ Helsinki Stock Exchange. The trading arrangements for the Company's shares on the NASDAQ Helsinki Stock Exchange and on the London Stock Exchange will remain unchanged.

Under the UK Listing Rules, there are two principal forms of listing available for the equity shares of commercial companies traded on the Main Market of the London Stock Exchange: (i) the Standard segment that complies fully with the relevant European directives, as adopted by all member states in the European Union; and (ii) the Premium segment to which the UK Financial Conduct Authority ("FCA") has applied some additional 'super-equivalent' provisions.

When it sought its London listing, the Company elected to apply for admission of the Shares to the Premium segment of the UK Official List and its shares have been listed on the Premium segment of the UK Official List since their admission in July 2010. The Board has from time to time reviewed the benefits and burdens of maintaining the listing on the Premium segment.

The Board believes that the additional regulatory requirements imposed by maintaining the listing on the Premium segment are no longer in the best interests of the Company and that a listing on the Standard segment of the UK Official List, with trading on the Main Market of the London Stock Exchange, together with the listing and trading on the NASDAQ Helsinki Stock Exchange represent the best balance between the positive benefits of regulatory requirements designed to protect the interests of shareholders as a whole (including the Company's smaller shareholders) and the downside of such requirements (including direct and indirect costs of compliance and loss of flexibility), having regard to the size of the Company, its shareholder base and business plans in the medium term.

The Company remains committed to good corporate governance and will continue to comply with the Finnish Corporate Governance Code, the regulations of the Finnish FSA and the NASDAQ Helsinki Stock Exchange as well as those requirements of the FCA which are applicable to a company with a Standard listing in addition to a listing on another EU regulated market in its home EU member state. The Company does not anticipate there being any material change to its corporate governance arrangements as a result of the transfer.

A detailed summary of the differences between the UK Listing Rules that are applicable to the Company, by virtue of its Premium listing and those which will apply if it moves to a Standard listing, taking into account the provisions which would not apply in either case due to the Company being subject to Finnish laws and regulations instead will be set out in the circular to be published by the Company. The principal differences are in respect of the significant transactions and related party transactions under Chapter 10 and 11 of the UK Listing Rules (including the requirement to seek shareholder approval in certain cases) and the need to comply or explain non-compliance with the UK Corporate Governance Code (in addition to the need to comply or explain non-compliance with the Finnish Corporate Governance Code) would no longer apply to the Company.

Completion of the transfer of the Shares on the Main Market of the London Stock Exchange from the Premium segment to the Standard segment is conditional upon shareholders' approval by way of resolution being obtained at the Annual General Meeting, which must be approved by not less than 75% of the votes attaching to the shares voted on the resolution. Accordingly, a resolution to approve the transfer of listing segment will be proposed under item 17 of the notice of Annual General Meeting to be held at Restaurant Palace in Helsinki at 10:00 a.m. Finnish time on Friday 8 May 2015.

Finnish company law does not specifically recognise the threshold of "75% of the votes attaching to the shares voted on the resolution", which is the threshold required by the FCA as a condition for the Company to formally apply to the FCA for the change of listing segment. As such, the resolution will be proposed as an ordinary resolution, which, under Finnish law, only requires the approval of a majority of the shares voted on the resolution. As such, it is possible that the Resolution could be "passed" for the purpose of Finnish law, but would not constitute sufficient shareholder approval for the purposes of the UK Listing Rules; if this happens the transfer will not proceed.

Further details will be included in the circular prepared by the Company which the Company expects will be published later today.


AFARAK GROUP PLC
Danko Koncar
CEO


For additional information, please contact:

Afarak Group Plc
Danko Koncar, CEO, [phone], [e-mail]

Afarak Group is a chrome mining and minerals producer focused on delivering sustainable growth with a speciality alloys business in southern Europe and a ferro alloys business in South Africa. The Company is listed on NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
www.afarakgroup.com

Distribution:
NASDAQ Helsinki
London Stock Exchange
main media
www.afarakgroup.com

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Afarak Group via Globenewswire

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