Results of General Meeting

RNS Number : 9858F

Anglo Pacific Group PLC

26 February 2015

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, JERSEY, SOUTH AFRICA, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, JERSEY OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

This Announcement is an advertisement and not a prospectus or a prospectus equivalent document and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Anglo Pacific Group PLC or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement is for information only and does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus published by the Company (incorporating a circular for the purposes of the Listing Rules of the UK Listing Authority) (the "Prospectus") and any supplement thereto in connection with the admission of New Ordinary Shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. Copies of the Prospectus are available from the Company's registered office.

News Release

February 26, 2015

Anglo Pacific Group PLC

Results of General Meeting

Anglo Pacific Group PLC ("Anglo Pacific", the "Company") (LSE: APF, TSX: APY) is pleased to announce that at the General Meeting held earlier today, the resolutions proposed in connection with the Proposed Acquisition and Firm Placing and Placing and Open Offer were duly passed on a show of hands.  Resolution 3 was passed as a special resolution.

In accordance with Listing Rule 9.6.2, a copy of the resolutions will shortly be submitted to the National Storage Mechanism, and will be available for inspection at www.morningstar.co.uk/uk/NSM.

The full text of all the resolutions passed at the meeting can be found in the Notice of General Meeting, which is available for inspection in the Prospectus at www.morningstar.co.uk/uk/NSM and on the Company's website by pasting the following URL into the address bar of your browser:  www.anglopacificgroup.com/investors.php.

Full details of the proxy voting will also be available on the Company's website later today by pasting the following URL into the address bar of your browser: http://anglopacificgroup.com/pdf/150226-EGMVotingResults.pdf.

Application has been made for the 49,375,000 New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to be listed on the Toronto Stock Exchange, such admission being expected at 8:00 a.m. on February 27, 2015 on the London Stock Exchange's main market for Listed Securities and at market open on February 27, 2015 on the Toronto Stock Exchange. The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

The following table sets out the shareholdings and percentage interests in the issued share capital of the Company of the Directors, persons discharging managerial responsibilities ("PDMRs") and their connected persons following admission of the New Ordinary Shares and the Acquisition Shares, including shares taken up in the Open Offer (but excluding outstanding awards under the Company Share Option Plan, Joint Share Ownership Plan and Value Creation Plan):

Name of Director/PDMR	Number of Ordinary Shares prior to admission	Percentage of Existing Ordinary Shares	Number of Ordinary Shares immediately following admission¹	Percentage of total issued share capital¹
Julian Treger	1,199,389	1.03%	5,391,454	3.17%
Bob Stan	-	-	73,540	0.04%
Mark Potter	100,000	0.09%	121,473	0.07%
Mike Blyth	20,600	0.02%	61,372	0.04%
Anthony Yadgaroff	180,501	0.16%	180,501	0.11%
Rachel Rhodes	-	-	-	-
David Archer	-	-	-	-
Kevin Flynn	2,000	0.00%	2,388	0.00%
Peter Mason	1,192	0.00%	1,423	0.00%

¹Post admission of New Ordinary Shares and Acquisition Shares

The expected date of completion of the Acquisition is March 5, 2015. Application has been made for the 4,135,238 Acquisition Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to be listed on the Toronto Stock Exchange, such admission being expected at 8:00 a.m. on March 6, 2015 on the London Stock Exchange's main market for Listed Securities and at market open on March 6, 2015 on the Toronto Stock Exchange. The Acquisition Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Upon admission of the New Ordinary Shares, assuming no further exercise of options under the Share Schemes, the total issued share capital is expected to be 165,806,796 Ordinary Shares.  Following admission of the Acquisition Shares, assuming no further exercise of options under the Share Schemes, the total issued share capital is expected to be 169,942,034.  These figures may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Disclosure and Transparency Rules of the Financial Conduct Authority.

Capitalised terms used, but not defined, in this announcement, have the same meanings as set out in the announcement released by the Company on February 4, 2015 in relation to the Firm Placing, Placing and Open Offer.

BMO Capital Markets Limited and Macquarie Capital (Europe) Limited are acting as joint bookrunners in connection with the Firm Placing, Placing and Open Offer and Shard Capital Partners LLP is acting as Co-Manager.

For further information:

Anglo Pacific Group PLC	[phone]
Julian Treger - Chief Executive Officer Mark Potter - Chief Investment Officer
Website:	www.anglopacificgroup.com
BMO Capital Markets Limited - Sponsor and Joint Bookrunner	[phone]
Jeffrey Couch / Neil Haycock / Tom Rider / Jenny Wyllie
Macquarie Capital (Europe) Limited - Joint Bookrunner	[phone]
Raj Khatri / Ken Fleming / Fergus Marcroft / Nicholas Harland  / Ariel Tepperman
Shard Capital Partners LLP - Co-Manager	[phone]
Katrina Damouni / Damon Heath / Gareth Burchell
Bell Pottinger	[phone]
Nick Lambert / Lorna Cobbett

About the Company

Anglo Pacific is a global natural resources royalty company. The Company's strategy is to develop a leading international diversified royalty company with a portfolio centred on base metals and bulk materials, focusing on accelerating income growth through acquiring royalties on projects that are currently cash flow generating or are expected to be within the next 24 months. It is a continuing policy of the Company to pay a substantial portion of these royalties to shareholders as dividends.

Disclaimer

This Announcement is for information only and is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Japan, Jersey, South Africa, New Zealand or any jurisdiction in or into which the same would be unlawful. This Announcement is not an offer of securities in any jurisdiction, including the United States, Canada, Australia, Japan, Jersey or South Africa or any jurisdiction in which the same would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdiction. Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. Save for the responsibilities and liabilities, if any, of any of the Banks under FSMA or the regulatory regime established thereunder, none of the Banks assumes any responsibility whatsoever and the Banks make no representations or warranties, express or implied, in relation to the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by any of the Banks, or on their behalf, and nothing contained in this Announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company, the Firm Placing, Placing, Open Offer or the Acquisition. The Banks disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Announcement or any such statement.

BMO, Macquarie Capital and Shard Capital, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the Firm Placing, Placing and Open Offer and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or in relation to the contents of this Announcement or any transaction or any other matters referred to herein nor for providing advice in relation to the Firm Placing, Placing and Open Offer.

The distribution of this Announcement and the proposed issue and placing of the New Ordinary Shares pursuant to the Firm Placing, Placing and Open Offer as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

This Announcement may not be and must not be acted on or relied on by a Canadian purchaser and this Announcement does not itself constitute an offer to sell any New Ordinary Shares in, or to any person subject to, the laws of Canada. This Announcement is being sent into Canada only for information and does not constitute an offer to sell, or a solicitation of an offer to buy, New Ordinary Shares to or from a person in Canada. 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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