Share Buy Back & Deferred Consideration Payment

RNS Number : 4299S

Ovoca Gold PLC

24 September 2014

 

Ovoca Gold plc

("Ovoca" or the "Company")

Proposed Share Buy Back

And

Proposed Stakhanovsky Deferred Consideration Payment

The Board of Ovoca announces that it is seeking to put in place the necessary shareholder authorities to repurchase up to 20 per cent. of the Company's issued share capital by way of on-market share purchases.  The Company does not currently have any authority to repurchase its own shares.

In addition, Ovoca also announces that it intends to seek approval from Independent Shareholders to satisfy Ovoca's obligations in relation to the payment of deferred consideration relating to the acquisition of the Stakhanovsky Licence, by way of a final payment by Ovoca of US$3 million.

The resolutions to approve the Share Buy Back and Stakhanovsky Deferred Consideration Payment will be proposed at an extraordinary general meeting of the Company to be held at Buswells hotel, 23-25 Molesworth Street, Dublin 2, Ireland, at 3.30 p.m. on 17 October 2014 (or, if later, immediately following the conclusion or adjournment of the annual general meeting of the Company which has been convened to be held at 3.00 p.m. on the same day and at the same location).

Ovoca has today issued a circular to Shareholders containing further details on the proposals and which contains the notice convening the extraordinary general meeting of the Company (the "Circular"). The Company has also posted the notice of its annual general meeting to be held at Buswells hotel, 23-25 Molesworth Street, Dublin 2, Ireland, at 3.00 p.m. on 17 October 2014. Both documents are also available to view and download from the Company's website, www.ovocagold.com.

Further information on the background to the proposals is contained below:

Share Buy Back

Ovoca had net assets of €26.0 million as at 31 December 2013, being the date of its most recent financial year end, which included cash and cash equivalents of €14.1 million and available for sale financial assets of €10.8 million. Ovoca has no current outstanding debt. In February 2014 Ovoca provided a secured loan repayable by 5 June 2014 (with extension rights) of US$6.3 million (€4.9 million) to Taymura LLC, an unrelated company registered in Russia engaged in the production of oil in Eastern Siberia. This loan has not been repaid and Ovoca has applied to the Moscow Arbitration Court to secure its interests with the hearing scheduled to take place at the end of September. In recent years, Ovoca's share price has continued to trade at what the Board believes to be a significant discount to its Net Asset Value per Ordinary Share. At 31 December 2013, such discount was approximately 70 per cent.

The Board has examined the merits of share buy backs and has concluded that it would be in the interests of the Company and its Shareholders as a whole to provide for the flexibility to implement on-market share buy backs and recommends an on market buy back programme of up to a maximum of 17,691,761 Ordinary Shares (20 per cent. of the Issued Share Capital).

It is intended that having the authority to purchase its own shares will enable the Board to respond to volatile stock market conditions, help stimulate liquidity in the Company's shares and provide Shareholders with the flexibility, but without any compulsion, to realise value in respect of all or some of their shareholdings in a tax efficient method.

The Company intends that share buy backs will only be executed when appropriate financial and stock market conditions prevail and when the Board determines that share purchases are in the best interests of the Company and its Shareholders as a whole. The Company will not be able to repurchase shares during a Close Period, as defined by the AIM and ESM Rules.

The ability of the Company to repurchase its shares will be conditional upon shareholder approval of various resolutions and the granting of a waiver by the Irish Takeover Panel of obligations for certain parties under Rule 37 of the Irish Takeover Rules.

Stakhanovsky Deferred Consideration Payment

The Stakhanovsky Licence is a gold exploration licence situated in the north-western part of the Magadan region that was acquired by Magsel, a subsidiary of Ovoca, in 2007 and is valid until May 2027. It allows for exploration work, mine development and mining activities to be conducted in the licence area by Ovoca.

Ovoca acquired Magsel in January 2010 from Mikhail Mogutov and Rivo Alto (a company connected to Mikhail Mogutov, Leonid Skoptsov and Yuri Radchenko, who are each directors of Ovoca) for an initial consideration of US$4 million and RUB 2,500, with deferred consideration of up to a maximum of US$15 million payable to Rivo Alto, contingent on the achievement of certain exploration targets.

After taking into account the continued volatility in the gold markets and the risks associated with the development of mining operations at Stakhanovsky, which would require additional capital investment from the Company and the fulfilment of certain obligations under the terms of the Stakhanovsky exploitation licence, the Company has suspended exploration activities at Stakhanovsky and will seek a joint venture partner to develop the Stakhanovsky Licence or to potentially sell the Company's interest in the Stakhanovsky Licence.

In order to release the Company from any further deferred consideration obligations in relation to the Stakhanovsky Licence in advance of any such sale or joint venture, the Independent Directors have determined that a final settlement payment of US$3 million be made to Rivo Alto, subject to the passing of a resolution by Independent Shareholders at the extraordinary general meeting.

In accordance with AIM Rule 13 and ESM Rule 13, the Stakhanovsky Deferred Consideration Payment is deemed to be a related party transaction as Rivo Alto is a company connected to Mikhail Mogutov, Leonid Skoptsov and Yuri Radchenko who are each directors of Ovoca and together with their related parties, as defined by the AIM Rules and the ESM Rules, collectively own 40.03 per cent. of the Issued Voting Share Capital.

Although Independent Shareholder approval is not required for the Stakhanovsky Deferred Consideration Payment under the AIM Rules and the ESM Rules, having consulted with the Company's Nominated Adviser and ESM Adviser, the Board of Ovoca have decided to make the Stakhanovsky Deferred Consideration Payment conditional on the approval of Independent Shareholders. Mikhail Mogutov, Leonid Skoptsov and Yuri Radchenko have undertaken that they and their related parties, as defined by the AIM Rules and the ESM Rules, will not vote on the resolution.

All definitions used in this announcement have the same meaning as in the Circular, unless otherwise defined herein.

ENDS

Enquiries:

Ovoca Gold Plc

Kirill Golovanov, CEO

 [phone]

Davy - NOMAD, ESM Adviser and Broker

John Frain / Daragh O'Reilly [phone]

 

END

 

 

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