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Peter Hambro Mining (POG)

  Print      Mail a friend       Annual reports

Monday 15 December, 2003

Peter Hambro Mining

Sale, Placing and Open Offer

Peter Hambro Mining PLC
15 December 2003



Not for issue in the United States



                       PLANNED SALE OF TITANIUM INTERESTS

                           OF PETER HAMBRO MINING PLC

                           TO NEW COMPANY ARICOM PLC


                PLACING AND OPEN OFFER FOR SHARES IN ARICOM PLC

                                      AND

             ADMISSION TO TRADING ON ALTERNATIVE INVESTMENT MARKET



London & Moscow 15 December 2003 - Peter Hambro Mining PLC ("PHM"), the gold
mining company with assets in Russia, announces the planned sale of its titanium
interests to a new company, Aricom PLC ("Aricom"), which in turn is to seek
admission to the Alternative Investment Market of the London Stock Exchange
("AIM").


It is intended that all existing shareholders in PHM will have been given the
opportunity to become shareholders in Aricom through a gifting process. A
Placing and Open Offer for shares in Aricom is intended to raise approximately
£3.5 million (net of expenses) to provide additional working capital for the new
company and for due diligence on a potential joint venture. The market
capitalisation of Aricom at the Placing Price on Admission will be approximately
£14million. Canaccord Capital (Europe) Limited is nominated adviser and broker
to both PHM and Aricom.


The New Company - Aricom PLC

It is intended that, conditional on (inter alia) PHM Shareholder approval, the
approval (by way of mechanics described in the Aricom Admission Document) by
independent Aricom shareholders of the waiver by the Panel of any requirements
for Peter Hambro and his associates and Pavel Maslovsky and his associates to
make a general offer under Rule 9 of the City Code to the shareholders of Aricom
as a result of the implementation of the proposals, and admission of Aricom's
shares to trading on AIM ("Admission"), Aricom will, on arm's length terms,
acquire and develop the titanium interests currently owned by PHM, together with
additional interests to be acquired in due course. The PHM titanium interests
are being acquired in order to enable these interests to be developed by a
separate group solely dedicated to the acquisition and development of titanium
projects, and specifically the production and marketing of titanium dioxide
pigment. The objective is that Aricom will become a substantial, vertically
integrated titanium mining, production and distribution group, focused
principally on Russia and other countries of the former Soviet Union.


The Titanium interests proposed to be acquired by Aricom

The assets proposed to be acquired include the following:


• a 74 per cent. interest in OOO Olekminsky Rudnik ("Olekma") which holds
the mining licence for an ilmenite deposit in the Amur Region in the Far East of
Russia;

• stage 1 of a Feasibility Study being performed by Ferrostaal AG on the
development of the Olekma mine and construction of processing facilities at
Tynda in the Amur Region;

• 100 per cent. of CJSC Chemelt ("Chemelt"), a titanium product trading
business situated in Moscow; and

• Aricom will have an option to acquire Occidental Titanium ("OTC") which
has the benefit of a Memorandum of Understanding in relation to a possible joint
venture in the Ukraine which if it is established will operate the production
facilities and business of Titan, a Ukrainian company, and a large supplier of
titanium pigment to Russia.


Background


The Titanium Market

There are two distinct uses for titanium - metal and oxide. Approximately 95 per
cent. of titanium is consumed in its oxide form, as titanium dioxide (TiO2), a
fine white powder that is used as a pigment. TiO2's value comes from its
whitening strength and opacifying quality - its ability to mask and hide other
colours is unmatched by any other material. This superiority as a white pigment
is attributable to the fact that it has the highest refractive index of any
known material. It is the most widely used pigment, employed in paints,
plastics, paper, synthetic fibres, cosmetics, food, pharmaceuticals, inks and
catalysts.


TiO2 is often considered a "quality of life" product and demand for it is
thought to be closely linked with general economic growth. The per capita level
of demand in Russia at 0.4kg is currently estimated to be around a tenth of that
in the USA at 4kg. The facilities which Aricom is proposing to operate at Tynda
are well located to supply the markets of Russia and China, which are
experiencing higher economic growth rates than many European or North American
markets.


The TiO2 Pigment Industry

The TiO2 pigment industry is a USD8 billion per annum business. Almost 60% of
TiO2 products are traded internationally, far more than the value of trade in
any other inorganic chemical product. TiO2 is non toxic and non hazardous to
transport.


Five major TiO2 producers control in excess of 70% of global production
capacity. Type and quality of TiO2 pigment is believed to be significant for
manufacturing processes and therefore contracts for long term supplies of TiO2
pigment are commonplace.


Russia possesses considerable explored reserves of titanium ores, however
historically the majority of its TiO2 pigment requirements have been supplied
from two processing facilities in the Ukraine, one of which is Titan. These two
Ukrainian plants are currently estimated to supply approximately 70 per cent. of
Russia's consumption of TiO2 pigment.


PHM's involvement in Titanium

Olekma and the Tynda TiO2 plant

Since 1994, PHM has successfully exploited and brought into production
undeveloped gold mining reserves in the Amur region. Through OJSC Pokrovsky
Rudnik, a Russian subsidiary, PHM holds a 51 per cent. interest in Olekma, a
company that owns the licence to develop a titanium deposit in the north-west of
the Amur region.

According to a Feasibility Study, Olekma possesses some of the richest titanium
ores in Russia, with TiO2 content above 14 per cent. Eight ore-bearing zones
were identified. Of these eight zones, the most explored are zones 1-3. Total C2
ore reserves for these three zones are estimated at 11.3 million tonnes, with P2
reserves estimated at 13.3 million tonnes. These are equivalent to TiO2 reserves
and resources of 1.1 million tonnes at C2 classification and 1.3 million tonnes
at P2. It is intended that the remaining five zones will be investigated more
fully in due course.


OJSC commissioned a separate pre-feasibility study on the business potential of
titanium mining and TiO2 pigment production there. This study involved
geological test-work, process test-work and an economic assessment. In summary,
the results showed that high quality titanium dioxide pigment could be produced
at the lower quartile of 2001 published world production costs.


These results were sufficiently encouraging for PHM to commission a full
"Bankable Feasibility Study" from Ferrostaal AG, a leading general contractor
and technical industry consultant. This Feasibility Study relates to Aricom's
proposal for a titanium dioxide plant with a capacity of 50,000 tonnes per annum
to be constructed at Tynda in the Amur region close to the Olekma deposit. The
Study demonstrates a strong business case for exploitation of the Olekma deposit
and processing of its ore involving the potential acquisition of process
technology from Sachtleben Chemie GmbH, a German producer of high technology
TiO2 pigment. The Feasibility Study shows that the concept of an integrated
production of titanium dioxide pigment in the Amur region at Tynda is
technically and economically feasible.


Chemelt

Following the acquisition of the licence to develop Olekma, PHM created a
titanium pigment and by-product trading company in Moscow, named Chemelt. This
has allowed PHM to test the TiO2 market in Russia and internationally and
develop a customer base over the last year. Since incorporation, Chemelt has
delivered encouraging sales in Russia and will therefore provide Aricom with
valuable market insight and an established base from which to develop its
planned sales.


Ukrainian Joint Venture

Concurrent to the Feasibility Study, PHM entered discussions with the Ukrainian
authorities about participation in the future development of Titan's TiO2
pigment plant in Armyansk, Ukraine. These discussions have opened up further
opportunities in this market to acquire an interest in an operating processing
business. The Memorandum of Understanding to which OTC is party relates to the
possible creation of a joint venture company that would provide the capital and
technology necessary to upgrade Titan's pigment production facility. The
pre-conditions to establishment of the joint venture company include entry into
definitive documentation and procurement by Aricom of the necessary financing
and Ukrainian regulatory approvals. Aricom has a conditional option to acquire
OTC on a cost reimbursement basis.


Directors and Management of Aricom

A strong management team for Aricom has been appointed encompassing substantial
operational expertise in mining and processing, experience of the Russian
economic and business environment, and UK quoted company governance. The
Directors are as follows:


Sir Malcolm Field (Chairman) (Aged 66)

Sir Malcolm Field has previously been Chief Executive of WH Smith PLC retiring
in 1996, and a non-executive Board Director of Scottish & Newcastle, MEPC, The
Stationery Office and Evolution Beeson Gregory as well as a series of private
companies. He was Chairman of the Civil Aviation Authority (CAA) between 1996
and 2001, and is currently Chairman of Tube Lines Ltd, one of the London
Underground consortia. He is also an external policy advisor to the Department
of Transport.


Thomas Swithenbank (Chief Executive) (Aged 32)

Thomas Swithenbank has been active as an investor in the Central & Eastern
European region since 1995, initially as a proprietary trader for West Merchant
Bank and subsequently as an Asset Manager for WestLB Asset Management until
2001. He has also worked as a consultant advising private equity investors on
Eastern European strategy. He has a Bachelor's degree in Russian and German from
Durham University and a Masters in Finance from London Business School. He
speaks fluent Russian, German and French.


Peter Hambro (Non-executive) (Aged 58)

Peter Hambro was trained as a banker and was joint managing director of Smith St
Aubyn & Co Ltd. In 1993 he joined Mocatta and Goldsmid and, as Deputy Managing
Director, was responsible for that group's worldwide marketing of its gold,
silver and platinum dealing, banking and derivative services. In 1990 he founded
Peter Hambro PLC as a mining finance house in London and has been Executive
Chairman since 1999. He has been Executive Chairman of PHM and its predecessor
companies since 1994.


Pavel Maslovsky (Non-executive) (Aged 45)

Dr. Maslovsky graduated from, and became a professor at, the Moscow Aircraft
Technology Institute. His subject was engineering applications of the theory of
plasticity. In 1993 he transferred from the academic to the business world and
in 1994 he became chairman of JSCP, a Russian subsidiary of PHM.


Anna-Karolina Subczynska-Lazarz (Company Secretary) (Aged 25)

Karolina Subczynska holds a Masters Degree in Law (with High Honours) from the
Moscow State Institute of International Relations and is currently enrolled in a
Ph.D programme at this University. She is a qualified Russian lawyer and has
worked for major western law firms. She speaks fluent English, Russian, Polish
and French. She is the In-House Legal Counsel of Peter Hambro Mining plc.


It is intended that a finance director and an additional non-executive director
will be appointed in due course.


Sir Rudolph Agnew, a former Chairman and Chief Executive of Consolidated Gold
Fields, will act as a special advisor to the Board. He is a non-executive
Director of PHM.


Commenting on Aricom's executive management team, Peter Hambro, Executive
Chairman of PHM and Non-executive director of Aricom, said:


"We are delighted to have Sir Malcolm and Tom leading the team. Sir Malcolm has
had a very distinguished career at the top level of British commerce and is
highly regarded by his peers both in the UK and internationally. His insight and
guidance on the company's formation and planned developments have been and will
continue to be invaluable as we pursue further expansion in Russia and the CIS.
Tom equally has detailed knowledge of the Russian and Eastern European
investment and business environment, and he will be the key driver of Aricom's
exciting future."


Gifting arrangements

On 12 December 2003, a conditional gift of the right to become registered as
holders of shares in Aricom was made to the Shareholders of PHM (defined as
those shareholders registered on 12th December 2003) by Peter Hambro personally.
Although these do not represent a right attributable to the PHM Shares, as the
allocation to donees was based on the PHM shares register on that date, the
gifting arrangements mean that the original PHM shareholders may, subject to any
regulatory constraints and the right to nominate others to take up these rights,
for no consideration receive as many shares in Aricom as they do in PHM.
Arrangements will be made for shareholders who have traded in the shares of
Peter Hambro Mining plc prior to this announcement and who were not on the
Register of Members on the record date to participate in the gifting
arrangements in place of those from whom they acquired the shares. There will
also be an opportunity for PHM shareholders not wishing to hold Aricom shares to
sell these shares in a tender offer being underwritten by some of the future
Directors of Aricom. The gifting is conditional on Admission and will lapse if
it does not take place. Prospective Aricom shareholders are being encouraged to
seek appropriate advice in relation to their receipt of the gifted shares.


Placing, Open Offer and Tender Offer

Aricom is proposing to raise approximately £4 million (approximately £3.5
million net of expenses) by the issue of 26,694,055 New Shares at 15p per share
(the "Placing Price"). It is intended that disregarding the new shares to be
issued pursuant to the Placing and Open Offer and the nomination, transfer and
tender arrangements referred to in the previous paragraph, the share register of
Aricom will mirror that of PHM at close of business on 12th December 2003.
20,027,388 of the New Shares are being placed subject to clawback in respect of
shares subscribed for pursuant to the Open Offer or not tendered under the
Tender Offer. The remaining 6,666,667 shares are being placed firm.


Recipients of gifting shares are (subject to any regulatory constraints)
entitled to apply at the Placing Price for up to their basic entitlement under
the Open Offer, comprising 3 New Shares for every 10 Existing Shares.


The tender offer is being made by Canaccord (as agent for the placees) inviting
recipients of gifted shares (or their nominees) who have not committed to take
up the Open Offer to tender at the Placing Price all (but not part only) of the
shares to which they would become entitled upon Admission taking place.


Use of proceeds

It is anticipated that Aricom will receive approximately £3.5 million net of
expenses from the Placing and Open Offer. It is intended that these funds will
be used, for general working capital and for due diligence on Titan. The
acquisition of the PHM Titanium interests and the second stage of the
Feasibility Study will be covered by a loan facility provided by PHM.


PHM Financing

In order to finance the acquisition of the PHM Titanium interests, PHM intends
to provide a loan facility of up to $6 million to Aricom over a term of 5 years
at an interest rate of 8 per cent. per annum.


PHM Shareholder Approval


A circular describing the proposals and convening an extraordinary general
meeting of PHM Shareholders to be held on 29 December 2003 and to consider a
resolution to approve the proposals is being sent to PHM Shareholders together
(except in the case of certain overseas holders) with a copy of Aricom's
Admission Document and forms relating to the nomination rights, Tender Offer,
Open Offer and voting arrangements for Aricom shareholders (which are being
implemented for City Code reasons described in the Aricom Admission Document)
("Forms").


Placing and Open Offer Statistics

Number of New Shares to be issued pursuant to the Placing and Open Offer   26,694,055

Placing Price                                                              £0.15

Number of Shares in issue following the Placing and Open Offer             93,452,017

Market capitalisation at the Placing Price on Admission                    £14.01m

Net proceeds of the Placing and Open Offer receivable by the Company       £3.5m

Percentage of enlarged share capital represented by the New Shares         28.6%


Expected Timetable


Record Date for the gifting arrangements and the Open Offer and Tender Offer 12
December 2003



Latest time for (i) rejection of Gift, (ii) acceptance of gift   3.00 p.m. on 
and regulatory confirmation by overseas Donees and (iii)         22 December 2003
splitting Forms (to satisfy claims in respect of entitlements
under the Open Offer as a result of sales of PHM Shares prior
to the Record Date)
Latest time and date for nomination of nominees in place of      3.00 p.m. on 
original Donees and for receipt of Forms and payment in full     29 December 2003
under the Open Offer

PHM extraordinary general meeting                                29 December 2003
                                                                          
Dealings expected to commence in Existing Shares and             31 December 2003
                                                                       
New Shares on AIM
Date of delivery in to CREST of Existing Shares and New Shares   31 December 2003
to be held in uncertificated form 31 December 2003                        

Definitive share certificates in respect of New Shares to be     7 January 2004 
held in certificated form to be despatched by                    

Cheques posted to Shareholders under the Tender Offer            7 January 2004



Commenting on Aricom's prospects, Peter Hambro, Executive Chairman of PHM and
Non-executive director of Aricom, said:


"I believe there is a tremendous independent future ahead for Aricom. There is a
huge market opportunity to build a fully integrated titanium dioxide business
and tap into the region's growth potential. The challenges are in many ways
similar to those we have encountered working for almost ten years with Peter
Hambro Mining PLC in the Gold industry in Russia. The creation of Aricom as a
separate company and its acquisition of PHM's titanium assets on arm's length
terms, provides an opportunity for achieving maximum returns for shareholders
from our titanium interests. I am confident in the abilities of the management
team to ensure Aricom fulfils its enormous potential. Personally, I am very
excited about Aricom's prospects."


Regulatory issues

The Aricom Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, or under the securities legislation
of any state of the United States of America, Australia, Canada, Japan, the
Russian Federation or the Republic of Ireland. Accordingly, subject to certain
exceptions, the Aricom Shares may not, directly or indirectly, be offered or
sold within the United States of America, Australia, Canada, Japan, the Russian
Federation or the Republic of Ireland or to or for the account or benefit of any
national, resident or citizen of Australia, Canada, Japan, the Russian
Federation or the Republic of Ireland or any person located in the United
States.



Enquiries:

Peter Hambro, Chairman                        Tel +44 (0)20 7393 0102
Peter Hambro Mining PLC

Tom Swithenbank, Chief Executive              Tel +44 (0)20 7393 0102
Aricom PLC
t.swithenbank@aricom.plc.uk

David Simonson or Tom Randell                 Tel +44 (0)20 7606 1244
Merlin
trandell@merlinfinancial.com



A media teleconference hosted by Peter Hambro Mining PLC is to be held at 12.00
(UK time) on Monday 15th December.

The Dial-in code is +44 (0) 1296 317500 and the Passcode is C777235.


An investor and analyst workshop hosted by PHM will also be held at 14.30 (UK
time) on the same day.

The Dial-in number is +44 (0) 1296 317500 and the Passcode is C745090.

A recording of the teleconference will also be made available afterwards for a
week. The Dial-in number to listen to this recording is +44 (0) 1296 618700 and
the Passcode is 699046.







                      This information is provided by RNS
            The company news service from the London Stock Exchange