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Ambrian PLC (AMBR)

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Tuesday 17 February, 2015

Ambrian PLC

Proposed Merger and Conditional Board Appointments

RNS Number : 0622F
Ambrian PLC
17 February 2015
 

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

FOR IMMEDIATE RELEASE       

                                                              

 17 February 2015

Ambrian plc

 

("Ambrian" or the "Company")

 

Proposed Merger of Ambrian Metals Limited with Consolidated General Minerals (Schweiz) AG

 

Conditional Board Appointments

Summary

·    Ambrian announces that it has entered into a conditional agreement relating to the merger of Ambrian's Swiss subsidiary, Ambrian Metals, with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz"), the Swiss subsidiary of  Consolidated General Minerals plc ("CGM"), and the subsequent acquisition by Ambrian of the shareholding of CGM in the merged Swiss entity, together with all the indebtedness of the CGM Schweiz Group owed to CGM (the "Acquisition")

·     The consideration for the Acquisition will be satisfied by the Company as to £1 in cash payable on completion of the Acquisition ("Completion") and by the Company allotting and issuing an aggregate of up to 165,020,739 Initial Convertible Securities (representing 85 per cent. of the total consideration) and an aggregate of 29,121,307 Deferred Convertible Securities (representing the remaining 15 per cent. of the total consideration) following Completion

·     CGM Schweiz, through its 83.75 per cent. owned subsidiary CdB, is currently engaged in the development of a clinker grinding and cement packing operation in Beira, Mozambique with an installed capacity of approximately 800,000 tons per annum

·     The Beira Plant is expected to commence production in April 2015

·     Being located adjacent to the port, the Beira Plant is expected to be highly competitive due  to the relatively low logistical costs of sourcing raw materials and distributing finished products

·     The Beira Plant has a construction cost of an estimated US$42.5 million

·     The Acquisition and the Swiss Entities Merger constitute a 'reverse takeover' under the AIM Rules

·     Robert Adair, chairman of CGM, and Jean-Pierre Conrad, CEO of CGM, have been appointed to the board of Ambrian conditional on Completion, as Chairman and Chief Executive Officer respectively

·     Sub-division of each Ordinary Share of £0.10 into one ordinary share of £0.01 and one deferred share of £0.09.

 

Commenting on the Acquisition and the Swiss Entities Merger, Kevin Lyon, Chairman of Ambrian said:

"The merger with CGM Schweiz represents an exciting opportunity for all shareholders and is a culmination of Ambrian's strategy which has been developed over last 12 months with our key investors.  It fulfils our objectives of broadening our activities, building our equity base and adding to our management team. The Enlarged Group is well placed to move forward from a significantly stronger base."

Commenting on the Acquisition and the Swiss Entities Merger, Robert Adair, Chairman of CGM said:

"We at CGM look forward to working within a larger company to enhance value for all shareholders of the Enlarged Group. I am also pleased that we have, by way of this merger, achieved our objective of bringing CGM back to the listed market."

For further information, please contact:

 

Ambrian plc

 

Roger Clegg, COO

John Coles, FD                           

+44 (0)20 7634 4700

 

 

Consolidated General Minerals plc

 

Robert Adair, Chairman

+44 (0)7872 930 114

Jean-Pierre Conrad, CEO

+ 41 79 601 51 59

 

 

Cenkos Securities plc

 

Neil McDonald                                 

Nick Tulloch                                      

+44 (0)131 220 9771

+44 (0)131 220 9772

 

The Admission Document, containing further information about the Acquisition and the Swiss Entities Merger and notice of the General Meeting, together with the Form of Proxy, will be posted to Ambrian Shareholders today and will shortly be available on Ambrian's website at www.ambrian.com.  It is also expected that the Acquisition and the Swiss Entities Merger will complete on 17 March 2015, subject to the satisfaction of the conditions and further terms set out in the Admission Document.

 

This summary should be read in conjunction with, and is subject to, the full text of the following announcement including the Appendix. 

 

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The availability of the Ordinary Shares in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions.  Ambrian Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

Cenkos is authorised and regulated in the United Kingdom by the FCA and is advising the Company and no one else in connection with the arrangements set out in this announcement (whether or not a recipient of this announcement), and is acting exclusively for the Company as nominated adviser and broker for the purpose of the AIM Rules. Cenkos shall not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to Re-Admission or the contents of this announcement. In particular, the information contained in this announcement has been prepared solely for the purposes of the arrangements set out in this announcement and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and, accordingly, no duty of care is accepted in relation to them. Without limiting the statutory rights of any person to whom this announcement is issued, no representation or warranty, express or implied, is made by Cenkos as to the contents of this document. No liability whatsoever is accepted by Cenkos for the accuracy of any information or opinions contained in this document, for which the Company, the Existing Directors and the Proposed Directors are solely responsible, or for the omission of any information from this

announcement for which it is not responsible.

 

FORWARD-LOOKING STATEMENTS

This announcement contains forward looking statements relating to the Company's future prospects, developments and strategies, which have been made after due and careful enquiry and are based on the Existing Directors' and the Proposed Directors' current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are identified by their use of terms and phrases such as 'believe', 'could', 'envisage', 'estimate', 'intend', 'may', 'plan', 'will' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are subject to, inter alia, the risk factors described in the Admission Document. The Existing Directors and the Proposed Directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.

 

PUBLICATION OF THIS ANNOUNCEMENT

A copy of this announcement will be available subject to certain restrictions relating to persons resident in the Restricted Jurisdictions on Ambrian's website at www.ambrian.com.

 

The contents of Ambrian's website are not incorporated into and do not form part of this announcement.



 

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

FOR IMMEDIATE RELEASE       

                                                              

 17 February 2015

Ambrian plc

 

("Ambrian" or the "Company")

 

Proposed Merger of Ambrian Metals Limited with Consolidated General Minerals (Schweiz) AG

 

Conditional Board Appointments

 

 

1.    Introduction

 

Ambrian announces that it has entered into a conditional agreement relating to the merger of Ambrian's Swiss subsidiary, Ambrian Metals, with CGM Schweiz pursuant to a 'merger by absorption' process governed by Swiss law and the subsequent acquisition by the Company of CGM's shareholding in the resulting Swiss Merged Entity, together with all the indebtedness of the CGM Schweiz Group owed to CGM.

 

The consideration for the Acquisition will be satisfied by the Company as to £1 in cash payable on Completion and by the Company allotting and issuing an aggregate of up to 165,020,739 Initial Convertible Securities (representing 85 per cent. of the total consideration) and an aggregate of 29,121,307 Deferred Convertible Securities (representing the remaining 15 per cent. of the total consideration), following Completion. Both the Initial Convertible Securities and the Deferred Convertible Securities will (subject to adjustment as described below) convert into the same number of new Ordinary Shares on distribution of such Convertible Securities by CGM to its shareholders (i.e. by way of an illustrative example, 85 Initial Convertible Securities would convert into 85 new Ordinary Shares and 15 Deferred Convertible Securities would convert into 15 new Ordinary Shares), but in the case of the Deferred Convertible Securities subject also to the satisfaction of the relevant conditions which are referred to below.

 

The Initial Convertible Securities and the Deferred Convertible Securities will be allotted and issued as soon as the CGM Shareholders have resolved (or not, as the case may be) to put CGM into liquidation and appoint liquidators (which it is anticipated will be known within five weeks following Completion) and if relevant, following the expiry of the statutory 21 day advertisement period for creditors of CGM. The number of Initial Convertible Securities to be allotted and issued to CGM and, following their allotment and issue, the number of Deferred Convertible Securities which convert into new Ordinary Shares may be subject to adjustment (as referred to below).

 

The Acquisition and the Swiss Entities Merger constitute a 'reverse takeover' under the AIM Rules and together they are therefore conditional, inter alia, upon the approval of Shareholders. Such approval is being sought at the General Meeting being convened to be held at 4 More London Riverside London SE1 2AU at 11.00 a.m. on 5 March 2015 pursuant to the notice of General Meeting set out in the Admission Document.

 

If Resolutions nos. 2 to 6 are passed at the General Meeting, and the other conditions set out in the

Acquisition Agreement are satisfied or waived, it is anticipated that Re-Admission will occur on the day following Completion, which is expected to take place on 18 March 2015.

 

The Directors and certain Shareholders (including CGM Schweiz itself) have irrevocably undertaken to vote in favour of the Resolutions in respect of their beneficial holdings, which amount in aggregate to 64,819,561 Existing Issued Ordinary Shares, representing 60.66 per cent. of all Existing Issued Ordinary Shares.

 

2.    The Acquisition

 

A.    Background to and reasons for the Swiss Entities Merger and the Acquisition

 

In July 2012, CGM acquired a 29.9 per cent. interest in Ambrian for approximately US$8 million. Since then, the CGM management has actively supported Ambrian in defining its future strategy, which is to become a global commodity supply chain service provider that sources and supplies commodities to clients worldwide, with a strong emphasis on tailored financing solutions. Drawing on CGM's expertise, Ambrian's trading teams have been very active in consolidating and expanding their footprint, both geographically and in the breadth of products traded.

 

As stated in the Company's interim results announcement on 12 September 2014, the Directors consider that Ambrian's future growth and prospects remain constrained by its asset base and that the Company has continued to work on means to increase this and diversify its revenue streams. The

Directors believe that the Acquisition represents significant progress towards meeting Ambrian's strategic objectives in this respect, in particular, by bringing an operating asset into the Group, giving exposure to the fast growing and developing market of Mozambique and increasing the Enlarged Group's shareholder base, with the consequent prospects of additional liquidity in share trading and

improving the Enlarged Group's profile with institutional investors.

 

B.    Principal Terms of the Swiss Entities Merger and the Acquisition

 

Ambrian Metals and CGM Schweiz, the Swiss-incorporated subsidiaries of the Company and CGM respectively, have agreed to merge pursuant to a 'merger by absorption' process governed by Swiss law, with Ambrian Metals being the surviving entity from the merger.

 

Pursuant to the Swiss Entities Merger Agreement, Ambrian Metals will acquire by way of merger (universal succession) all of the assets and liabilities of CGM Schweiz (including the shareholdings in

all of the subsidiaries of CGM Schweiz) as from 1 October 2014 and such that all actions taken by CGM Schweiz since 1 October 2014 will be deemed to have been undertaken on behalf of Ambrian Metals.

 

Pursuant to the Swiss Entities Merger Agreement, the Company will transfer to CGM 1,101,368,800 shares in Ambrian Metals (out of the Company's holding of 1,840,000,000 shares, being all the issued share capital of Ambrian Metals).

 

Execution and completion of the Swiss Entities Merger Agreement is conditional on, inter alia, the passing of Resolutions 2 to 6 at the General Meeting and approval at meetings of the shareholders of Ambrian Metals and CGM Schweiz themselves and will only become effective upon registration by the Canton of Zug, Switzerland (anticipated to take place within 10 days after approval at the meetings of the shareholders of Ambrian Metals and CGM Schweiz and filing of the Swiss Entities Merger Agreement with the Canton of Zug, Switzerland).

 

In addition, the Company and CGM have entered into a conditional agreement dated 16 February 2015 (the "Acquisition Agreement") pursuant to which the Company has conditionally agreed to acquire CGM's resulting shareholding in Ambrian Metals (as the surviving entity from the merger), together with all the indebtedness of the CGM Schweiz Group owed to CGM.

 

The consideration for the Acquisition will be satisfied by the Company as to £1 in cash payable on Completion and by the Company allotting and issuing an aggregate of 165,020,739 Initial Convertible Securities and an aggregate 29,121,307 Deferred Convertible Securities following Completion.

 

The Initial Convertible Securities and the Deferred Convertible Securities will be allotted and issued once the CGM Shareholders have resolved (or not, as the case may be) to put CGM into liquidation and appoint liquidators (which it is anticipated will be known within five weeks following Completion) and, if relevant, following the expiry of the statutory 21 day advertisement period for creditors of CGM. Once CGM has distributed all the Initial Convertible Securities and the Deferred Convertible Securities to CGM Shareholders, it will have no assets left and the Company has therefore agreed to give an indemnity to the liquidator of CGM (on their appointment) to cover, inter alia, any claims from creditors of CGM that may subsequently come to light and any other financial liabilities or expenses it incurs that cannot be paid out of CGM's assets.

 

The number of Initial Convertible Securities to be allotted and issued to CGM will therefore be subject to adjustment to recompense the Company in respect of any valid claims by the liquidators of CGM under such indemnity which exceed US$400,000. Further details of the mechanics of this adjustment are set out in the Admission Document.

 

To the extent that any further claims from creditors of CGM come to light after the Initial Convertible Securities and the Deferred Convertible Securities have been issued to CGM, the number of Deferred Convertible Securities which convert into new Ordinary Shares will be subject to adjustment in a similar way. In the event that First Tranche Deferred Convertible Securities are not converted into new Ordinary Shares due to any relevant CGM creditor claims not being accepted by, or are subject to validation by, the liquidators of CGM at the relevant time, they may subsequently convert into new Ordinary Shares to the extent that any relevant CGM creditor claim is finally rejected by the liquidators of CGM. Any such further conversion of First Tranche Deferred Convertible Securities into new Ordinary Shares will take place at the end of every quarter thereafter (on 30 June, 30 September, 31 December and 31 March) in accordance with when any relevant CGM creditor claims are finally rejected by the liquidators of CGM.

 

The Deferred Convertible Securities will be issued in two tranches. One tranche of 19,414,205 Deferred Convertible Securities (the "First Tranche Deferred Convertible Securities") will (subject to

adjustment as described above) convert into an equal number of new Ordinary Shares upon their distribution to CGM Shareholders and also (and subject to) mechanical completion of the clinker grinding and cement plant in the port of Beira, Mozambique owned by CdB (currently under construction) occurring prior to 15 May 2015. The second tranche of 9,707,102 Deferred Convertible Securities (the "Second Tranche Deferred Convertible Securities") will (subject to adjustment as described above) convert into an equal number of Ordinary Shares upon their distribution to CGM Shareholders and also (and subject to) the final dissolution of CGM.

 

The rights attaching to the Initial Convertible Securities and the Deferred Convertible Securities (which are set out in full in the notice of the General Meeting in the Admission Document) will be similar to the Ordinary Shares save that, pending conversion into Ordinary Shares, they will have no voting rights whatsoever and they will only be issued to CGM and be transferable by CGM to CGM shareholders or, in respect of fractional entitlements to a charity nominated by CGM (or otherwise as the Board may, by exception, agree) whereupon they will automatically convert into Ordinary Shares.

 

CGM has undertaken to use all reasonable endeavours to distribute both the Initial Convertible Securities and the Deferred Convertible Securities to CGM Shareholders as soon as practicable following their issue by the Company to CGM.

 

The 165,020,739 new Ordinary Shares which would arise on conversion of the maximum 165,020,739 Initial Convertible Securities (on distribution to CGM Shareholders) will represent approximately 59.7 per cent. of the Enlarged Issued Share Capital (following such conversion). The 29,121,307 new Ordinary Shares which would arise on maximum conversion of the 29,121,307 Deferred Convertible Securities (on distribution to CGM Shareholders and satisfaction of the conditions for their conversion) will represent approximately 9.5 per cent. of the Fully Enlarged Issued Share Capital (following such further conversion).

 

Completion of the Acquisition Agreement is conditional on, inter alia (i) the passing of Resolutions nos 2 to 6 at the General Meeting of the Company (ii) the approval of the Acquisition Agreement and

the Swiss Entities Merger Agreement by the CGM Shareholders at a general meeting of CGM and, (iii) the execution and completion of the Swiss Entities Merger Agreement (including the registration of the Swiss Entities Merger Agreement in the commercial register of the Canton of Zug, Switzerland).

 

Further details of both the Swiss Entities Merger Agreement and the Acquisition Agreement are set out in the Admission Document.

 

3.    Information on CdB and the Beira Plant

 

A.    Introduction

 

CGM Schweiz, which is a wholly owned subsidiary of CGM, holds 29.9 per cent. of the Existing Issued Ordinary Shares in Ambrian.  It also, through its 83.75 per cent. owned subsidiary CdB, is currently engaged in the development of a clinker grinding and cement packing operation in Beira, Mozambique.  This project, which is in the advanced stages of construction, is managed by CdB.

 

The Beira Plant is located immediately behind the port of Beira on the coast of the central region of

Mozambique. With an estimated US$42.5 million construction cost, the Beira Plant will be a clinker grinding and cement packing operation with an installed capacity of 110 tonnes per hour or approximately 800,000 tons per annum.  CdB expects to commence operations in April 2015 and to increase production levels in line with sales growth. It is anticipated that the Beira Plant will be capable of being scaled up very quickly to full capacity.

 

Funding for the Beira Plant has been provided through both equity and debt facilities. Specifically, US$16 million has been provided by CdB shareholders and IDC has provided an aggregate of US$19 million of long term project finance debt and US$4 million in convertible loans without interest. Additional funding is a combination of suppliers' credit and working capital facilities with local banks.

 

Furthermore, as announced on 17 November 2014, additional credit support has been provided by Ambrian through standby letters of credit and guarantees for an aggregate amount of US$2 million pursuant to an agency agreement whereby Ambrian Metals has secured the exclusive rights to act as

an agent in the sourcing of all raw materials for CdB for a period of up to eight years.

 

Prior to Completion, CGM will acquire the remaining shares bringing its interest in the Beira Plant to 100 per cent.

 

B.    Advantages of the Beira Plant

 

The Directors consider that the Beira Plant has the following attributes:

 

Benefits of operating in Mozambique

·     A growing economy with a positive economic outlook;

·     Additional production coming on stream is expected to stimulate latent demand from the low;

·     Structural deficiencies and the development of public infrastructure positively underpin the cement market dynamics.

 

Benefits of the Beira Plant's location

·     Built in the immediate vicinity of the port, the Beira Plant will benefit from low raw material handling costs;

·     Ready access to intermodal transport alternatives into Central and Northern Mozambique;

·     Beira and its port are the main commercial and logistic hub of Central Mozambique and the natural export and entry port for Zimbabwe and, to a lesser extent, Malawi and Zambia;

·     Access to utilities including the secure supply of electricity.

 

Benefits of the Beira Plant's operations

·     A facility built to international standards;

·     The ability to produce large volumes over a short period of time providing flexibility in scheduling production and minimising the necessity of carrying large inventories;

·     A ready mix concrete plant on site provides the ability to supply concrete to the Beira area competitively ;

·     A modern palletising and wrapping system provides a faster and safer packing option to customers;

·     Efficient loading procedures reduce the turnaround time for the trucks thus minimising customers' transport costs;

·     A low degree of operating leverage allows production to mirror demand thus minimising inventories.

 

 

4.    Future Strategy of the Enlarged Group

 

As stated in Ambrian's interim results announcement on 12 September 2014, the Directors consider that Ambrian's future growth and prospects remain constrained by its asset base and that the Company has continued to work on means to increase this and diversify its revenue streams. The Directors believe that the Acquisition represents significant progress towards meeting Ambrian's strategic objectives and that:

 

A.    CdB's cement plant in Beira, Mozambique brings an operating asset into the Enlarged Group and, in particular, has the potential to be a significantly cash generative asset for the Enlarged Group;

B.    Participation in the fast growing and developing market of Mozambique may give Ambrian access to future asset based business opportunities in that region or in other cement producers;

C.    Ambrian's board and senior executive team will be strengthened by the addition of the CGM executive team and the additional skills that they bring; and

D.    The Acquisition will, following distribution of the Convertible Securities, increase the Company's shareholder base, with consequent prospects of additional liquidity in share trading and improving the Enlarged Group's profile with institutional investors.

 

In addition to the above, the CGM and Ambrian trading teams are currently investigating possible business opportunities in upstream and downstream assets that will provide benefits to their respective customers and suppliers in the flow of the goods. CGM is also utilising and benefitting from Ambrian's know-how in managing the sourcing and logistics of the raw materials that will be consumed in the future cement operations in Beira, Mozambique. This is expected to include clinker,

limestone and gypsum but also aggregates as it is intended to develop a concrete ready-mix business

in parallel to supplying cement in Mozambique and elsewhere. All raw materials used are bulk commodities and clinker, the largest raw material intake in the production of cement, is a seaborne

traded bulk commodity.

 

The Directors intend to continue to utilise their existing relationships, experience and expertise to create value for shareholders and believe that several good growth opportunities exist.

 

Trading activities

The Directors intend that the Enlarged Group will grow its trading activities, broaden its product range and extend its geographical reach by continuing to target market share increases and expansion in emerging markets. The Enlarged Group will focus on increasing the sourcing of competitively priced physical commodities from reliable third party suppliers whilst developing its logistical capabilities. It will target market share increases in the geographies in which it currently operates and further expansion in new markets. This strategy will allow it to continue to supply an increasingly diversified range of physical commodities to its existing customer base and provide opportunities to continue developing new producer and consumer relationships and selectively target new business opportunities.

 

Strategic investments in industrial assets

The Directors intend to investigate opportunities to enhance and broaden the Enlarged Group's services in metal and minerals trading. This may include investments in operating assets with the aim of improving the marketing and distribution capabilities of the Enlarged Group's trading activities, delivering superior growth and creating value for the benefit of all the Enlarged Group's stakeholders.

 

While the Enlarged Group intends to remain focused on physical commodity sourcing, distribution and marketing, it also intends to pursue selective strategic acquisitions and ventures where such acquisitions and ventures have their own industrial and financial justification. Industrial assets are seen by the Directors as a source of potential stand-alone financial returns and overall business diversification, which support and strengthen Ambrian's core physical marketing and value added activities.

 

Whilst developing the cement plant in Mozambique, CGM Schweiz has continued to investigate additional similar locations in other Sub-Saharan countries by evaluating the viability of further clinker grinding mills and greenfield cement milling operations that offer similar benefits as the Beira

Plant. The Directors believe that similar investment opportunities exist in various African and South

East Asian economies which still report low cement per capita consumption but strong economic growth.

 

5.    Conditional appointment of new Directors

 

On (and subject to) Completion, the following Proposed Directors will become additional directors of the Company and will join the Board in the capacities described below:

 

Robert Adair, Non-Executive Chairman

Mr Adair is currently non-executive Chairman of Consolidated General Minerals plc. After graduating in geology from Oxford University, Mr Adair qualified as a Chartered Accountant. He is the Chairman

of Petroceltic International plc and also Deputy Chairman of Urban & Civic plc and a number of other

companies.

 

Jean-Pierre Conrad, Chief Executive Officer

Mr Conrad is currently an executive director of Consolidated General Minerals plc. He started his career in the banking industry in Switzerland. In 1994 he joined Marc Rich which became Glencore International thereafter, responsible for corporate finance activities in the metals and minerals trading division in Switzerland. He was appointed chief financial officer of Xstrata in 1997 which transformed from an investment vehicle to a diversified natural resource group during his period in office. Since leaving Xstrata at the end of 2001, he has pursued private ventures including in the natural resource sector. He is a director of Financière Mermod SA, a private asset management company in Switzerland.

 

Disclosures in accordance with the AIM Rules in respect of the appointments of Mr Adair and Mr Conrad are set out in Appendix 1 to this announcement.

 

6.    Lock-In and Orderly Market Arrangements

 

Under the terms of the Lock-In Agreements, each of the Directors have, in accordance with Rule 7 of the AIM Rules, undertaken to the Company and Cenkos that he will not sell or otherwise dispose of any interest in the Ordinary Shares or any other securities held by him in the Company for a period of 12 months following Re-Admission, save in limited circumstances.

 

Each of the Directors has also agreed to certain 'orderly market' provisions whereby any disposal of Ordinary Shares in the 12 months after the expiry of the initial 12 months following Re-Admission must (save in limited circumstances) be effected through the Company's broker.

 

Details of the Lock-in Arrangements are set out in the Admission Document.

 

7.    Related Party Transaction

 

CGM Schweiz holds a 29.9 per cent. shareholding in Ambrian and is therefore considered to be a substantial shareholder in Ambrian for the purposes of the AIM Rules. Accordingly, the Acquisition and the Swiss Entities Merger constitute a related party transaction for the purposes of the AIM Rules. Having consulted with the Company's Nominated Adviser, Cenkos, the Directors of Ambrian who are independent of the transaction consider that the terms of the Acquisition and the Swiss Entities Merger are fair and reasonable insofar as its shareholders are concerned.

 

8.    Sub-division of Ordinary Shares

 

The nominal value of an Ordinary Share is £0.10, which is currently above the market price of an Ordinary Share, such that any future issue of Ordinary Shares by the Company would be difficult, as a public company cannot issue shares at a discount to their nominal value. The Board is therefore proposing (pursuant to Resolution no. 1 to be proposed at the General Meeting) that the nominal value of an Ordinary Share should effectively be reduced from £0.10 to £0.01 by sub-dividing each Ordinary Share of £0.10 into one ordinary share of £0.01 and one deferred share of £0.09.

 

Such deferred shares created will be effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of deferred shares will only be entitled to a payment on a return

of capital or on a winding up of the Company after each of the holders of the Ordinary Shares have received a payment of £1,000,000 on each such share. Such deferred shares will not be listed or traded on AIM and will not be transferable without the prior written consent of the Board. No share certificates will be issued in respect of the deferred shares, nor will CREST accounts of shareholders be credited in respect of any entitlement to deferred shares. It is intended that, in due course, all such deferred shares will be repurchased by the Company for an aggregate of £1 and cancelled.

 

New share certificates will not be issued in respect of the new Ordinary Shares of £0.01, unless specifically requested by a Shareholder or upon the transfer of any Ordinary Shares held in certificated form. Existing share certificates previously issued for Ordinary Shares of £0.01 will remain valid and transfers of certificated Ordinary Shares will be certified against the Company's register of members.

 

Shareholders who hold their entitlement in uncertificated form through CREST will have their CREST

accounts adjusted to reflect their entitlement to new Ordinary Shares of £0.01.

 

The Directors will make appropriate adjustments to the number of Ordinary Shares under options granted under the Share Option Scheme and under individual Option Agreements and the exercise/subscription price. Any adjustments will be made in accordance with the rules of the Share

Option Scheme or the relevant individual Option Agreement.

 

9.    Irrevocable voting undertakings

 

Each of the Existing Directors as well as certain Shareholders (including CGM Schweiz) have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of any Ordinary Shares in which they have an interest, whether direct or indirect, totalling 64,819,561 Existing Issued Ordinary Shares in aggregate which represents approximately 60.66 per cent. of the Existing Issued Ordinary Shares.

 

Further details of the Irrevocable Voting Undertakings are set out in the Admission Document.

 

10.  Share Capital and Voting Rights

 

CGM Schweiz currently holds 31,941,354 Existing Issued Ordinary Shares in the Company and the Company owns 8,692,543 CGM Shares.

 

4,500,058 Existing Issued Ordinary Shares are also currently held by the Company in treasury and therefore do not have voting rights so long as they continue to be held in treasury.

 

On completion of the Logo Acquisition Agreement (expected to take place prior to completion of the

Acquisition Agreement), 20,606,888 of the 31,941,354 Existing Issued Ordinary Shares are to be transferred to the shareholder of Logo and, at the direction of such shareholder, to Landino Finance Limited (a company owned by Nicolas Rouveyre) and Jean-Pierre Conrad, leaving CGM Schweiz holding a balance of 11,334,466 Existing Issued Ordinary Shares. These Existing Issued Ordinary Shares will cease to carry voting rights as from Completion so long as they are held by CGM Schweiz or any other member of the Enlarged Group. However, should those Ordinary Shares be sold by the Enlarged Group to a third party, then those Existing Issued Ordinary Shares will become voting shares at that time.

 

Furthermore, by virtue of its holding of 8,692,543 CGM Shares, the Company will receive its pro rata

entitlement of any distribution to CGM Shareholders in respect of the Initial Convertible Securities and the Deferred Convertible Securities. However, any new Ordinary Shares to which the Company

would be entitled on a distribution to it of Initial Convertible Securities or Deferred Convertible Securities will be held by the Company but, as above, will cease to carry voting rights. However, in respect of these Ordinary Shares, the Company has a statutory duty to endeavour to sell them to a

third party within three years, failing which they will be cancelled.

 

The Company will set out in any announcement of Completion, the total voting rights in the Company.

 

In addition, following any distribution of Initial Convertible Securities or Deferred Convertible Securities to CGM Shareholders and the consequential conversion of such Convertible Securities into

new Ordinary Shares, the Company will make an announcement of the increased ordinary share capital of the Company and the increased total voting rights in the Company.

 

11.  Re-Admission & Dealings

 

If Shareholders approve the Swiss Entities Merger Agreement and the Acquisition Agreement at the

General Meeting, it is expected that re-admission of the Company's Existing Issued Shares to trading

on AIM will be cancelled as from 6.00 p.m. on 17 March 2015. However, application will be made to the London Stock Exchange for the Existing Issued Ordinary to be re-admitted to trading on AIM and it is expected that Re-Admission will become effective and trading on AIM in the Existing Issued Ordinary Shares will re-commence at 8.00 a.m. on 18 March 2015.

 

For further information, please contact:

 

Ambrian plc

 

Roger Clegg, COO

John Coles, FD                           

+44 (0)20 7634 4700

 

 

Consolidated General Minerals plc

 

Robert Adair, Chairman

+44 (0)7872 930 114

Jean-Pierre Conrad, CEO

+ 41 79 601 51 59

 

 

Cenkos Securities plc

 

Neil McDonald                                 

Nick Tulloch                                      

+44 (0)131 220 9771

+44 (0)131 220 9772

 

APPENDIX 1

 

In relation to the appointment of Mr Adair as a proposed, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules save as disclosed below:

 

Full Name:

Robert Fredrik Martin Adair

Age:

58

Current Directorships / Partnerships in the last 5 years:

Blair Underwriting Limited

Butters Group Limited

Castell Underwriting Limited

Consolidated General Minerals Plc

Consolidated General Minerals (Schweiz) AG

Petroceltic International Plc

Dart Films LLP

David Scott Underwriting Limited Earthrapid Limited

Terrace Hill Lettings

Terrace Hill Residential Plc

ICP Capital Limited

ICP General Partner Limited

ICP Holdings Limited

Nameco (No. 921) Limited

Pen Hill LLP

Rudyco Limited

Simcla Limited

Skye Holdings Limited

Skye Investments Limited

Tay Hotel (Dundee) LLP

The Invicta Film Partnership No.34 LLP

The Invicta Film Partnership No.37 LLP

Westview Investments Limited

Previous Directorships / Partnerships in the last 5 years:

Broadspan Limited

EarlyCall Limited

Terrace Hill (Hampton) Limited

Hurrian Resources Limited

Ingenious Film Partners 2 LLP

Leed Resources Plc

Melrose Iraq Limited

Melrose Mediterranean Limited

Petroceltic Energy Limited

Petroceltic Resources Plc

Plexus Holdings Plc

Skye Securities Limited

Wharrels Hill LLP

 

In relation to the appointment of Mr Conrad as a proposed Director, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules save as disclosed below:

 

Full Name:

Jean-Pierre Conrad

Age:

54

Current Directorships / Partnerships in the last 5 years:

Consolidated General Minerals plc

Consolidated General Minerals (Schweiz) AG

CGM (UAE) FZE

Financière Mermod SA

African Potash plc

Minestream AG

Previous Directorships / Partnerships in the last 5 years:

NAG Resources AG

 

APPENDIX 2

 

"Acquisition"

the proposed acquisition (following completion of the Swiss Entities Merger) of CGM's shareholding in the Swiss Merged Entity (and all of the indebtedness of the CGM Schweiz Group to CGM) by the Company from CGM pursuant to the Acquisition Agreement

 

 

"Acquisition "Agreement"

the conditional agreement dated 16 February 2015 between the Company (1) and CGM (2) in respect of the Acquisition

 

 

"Admission Document"

the admission document in connection with Re-Admission to be published and posted by Ambrian to its Shareholders today

 

 

"AIM"

AIM, the market of that name operated by the London Stock Exchange

 

 

"AIM Rules"

the 'AIM Rules for Companies' setting out the rules and responsibilities in relation to AIM companies published by the London Stock Exchange, as amended from time to time

 

 

"Ambrian Group" or "Group"

the Company and its subsidiaries prior to the date of Re-Admission

 

 

"Ambrian Metals"

Ambrian Metals Limited, incorporated in Switzerland with registered number CH-114.313.888, being a wholly-owned subsidiary of Ambrian

 

 

"Beira Plant"

the clinker grinding and cement packing plant in the port of Beira, Mozambique owned by CdB and currently under construction

 

 

"Board"

the board of directors of the Company from time to time

 

 

"CdB"

Cimentos da Beira Limitada, a company incorporated in Mozambique with registered number 100206471, being a 83.75 per cent. owned subsidiary of CGM (UAE)

 

 

"Cenkos"

Cenkos Securities plc, incorporated in England and Wales with registered number 05210733 and having its registered office at 6.7.8 Tokenhouse Yard, London EC2R 7AS

 

 

"certificated" or "in certificated form"

a share or other security which is not in uncertificated form (that is not in CREST)

 

 

"CGM"

Consolidated General Minerals plc, a company incorporated in England and Wales with registered number 05529561 and having its registered office at 2nd Floor, 68 Upper Thames Street, London EC4V 3BJ

 

 

"CGM Schweiz"

Consolidated General Minerals (Schweiz) AG, a company incorporated in Switzerland with registered number CH-228.090.956, being a wholly-owned subsidiary of CGM

 

 

"CGM Schweiz Group"

CGM Schweiz and its subsidiaries from time to time

 

 

"CGM Shareholders"

holders of CGM Shares

 

 

"CGM Shares"

ordinary shares of 1 pence each in the capital of CGM

 

 

"CGM (UAE)"

CGM (UAE) FZE, a company incorporated in the Ras Al Khaimah Investment Authority, the United Arab Emirates under the laws of Ras Al Khaimah with registered number RAKIA 51 FZ3 0111 3680, being a wholly-owned subsidiary of CGM Schweiz

 

 

"Company" or "Ambrian"

Ambrian plc, a company incorporated in England and Wales with registered number 03172986

 

 

"Completion"

completion of the Acquisition Agreement

 

 

"Convertible Securities"

the Initial Convertible Securities and/or the Deferred Convertible Securities, as the case may be, to be issued by the Company to CGM as consideration under the Acquisition Agreement

 

 

"CREST"

the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of  shares in uncertificated form which is administered by Euroclear UK & Ireland Limited

 

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended

 

 

"Deferred Convertible Securities"

the 29,121,307 Deferred Convertible Securities to be issued by the Company on completion of the Acquisition Agreement, the rights and restrictions attaching to which are set out in the notice of General Meeting set out in the Admission Document

 

 

"Directors"

the Existing Directors and the Proposed Directors

 

 

"Enlarged Group"

the Ambrian Group following completion of the Acquisition

 

 

"Enlarged Issued Share Capital"

the 111,361,208 Existing Issued Ordinary Shares and (following completion of the Acquisition Agreement) the 165,020,739 new Ordinary Shares arising on conversion in full of the maximum 165,020,739 Initial Convertible Securities (but excluding the 19,727,725  Ordinary Shares arising on conversion in full of the 19,727,725 Initial Convertible Securities which would be distributed to the Company as a CGM Shareholder (assuming that all the 165,020,739  Initial Convertible Securities are to be distributed by CGM to CGM Shareholders on a pro rata basis) which would not carry voting rights upon such distribution to the Company)

 

 

"Existing Directors"

the Directors of the Company at the date of this document, being Kevin Lyon (Chairman), John Coles (Chief Financial Officer), Roger Clegg (Chief Operating Officer), Ed Marlow (Non-Executive Director) and Nicolas Rouveyre (Non-Executive Director)

 

 

"Existing Issued Ordinary Shares"

the 111,361,208 Ordinary Shares in issue at the date of this document

 

 

"FCA"

the UK Financial Conduct Authority

 

 

"Fully Enlarged Issued Share Capital"

the Enlarged Issued Share Capital and the 29,121,307 new Ordinary Shares arising on conversion in full of the maximum 29,121,307 Deferred Convertible Securities (but excluding the 3,481,364 Ordinary Shares arising on conversion in full of the 3,481,364 Deferred Convertible Securities which would be distributed to the Company as a CGM Shareholder (assuming that all the 29,121,307 Deferred Convertible Securities are to be distributed by CGM to CGM Shareholders on a pro rata basis) which would not carry voting rights upon such distribution to the Company)

 

 

"General Meeting"

the general meeting of the Company to consider the Proposals, notice of which is set out in the Admission Document

 

 

"IDC"

Industrial Development Corporation of South Africa Limited

 

 

"Increased Voting Rights"

the voting rights attaching to the Enlarged Issued Share Capital on the assumption that the maximum 165,020,739 Initial Convertible  Securities have converted into 165,020,739 Ordinary Shares and on the basis that (i) the 4,500,058 Existing Issued Ordinary Shares currently held by the Company in treasury continue to be held in treasury; (ii) CGM Schweiz's remaining holding of 9,584,466 Ordinary Shares (following completion of the Logo Acquisition Agreement and the distribution of 1,750,000 Shares under a management incentive scheme which is described in the Admission Document) will cease to carry voting rights as from Completion and (iii) the 19,727,725 Ordinary Shares arising on conversion of the 19,727,725 Initial Convertible Securities which would be distributed to the Company as a CGM Shareholder (assuming that all the 165,020,739 Initial Convertible Securities are to be distributed by CGM to CGM Shareholders on a pro rata basis) would not carry voting rights upon such distribution to the Company

 

 

"Initial Convertible Securities"

the maximum 165,020,739 Initial Convertible Securities to be issued by the Company on completion of the Acquisition Agreement, the rights and restrictions attaching to which are set out in the notice of General Meeting set out in the Admission Document

 

 

"Irrevocable Voting Undertakings"

the irrevocable undertakings to vote in favour of the Resolutions at the General Meeting given by each of the Directors and certain other Shareholders, further details of which are set out in the Admission Document

 

 

"Lock-In Agreements"

the agreements by which each Director has agreed, with the Company and Cenkos, certain undertakings with respect to their holdings of Ordinary Shares on Re-Admission

 

 

"LME"

London Metal Exchange

 

 

"Logo"

Logo International Limited, a company incorporated under the laws of Ras al Khaimah Free Trade Authority, Government of Ras al Khaimah, Ras al Khaimah, United Arab Emirates

 

 

"Logo Acquisition Agreement"

the acquisition agreement pursuant to which CGM Schweiz will conditionally agree to purchase the whole of the issued share capital of Logo (and thereby Logo's 16.25 per cent. shareholding in CdB) in consideration of the transfer of an aggregate 20,606,888 of the existing 31,941,354 Ordinary Shares held by CGM Schweiz in the Company), to be completed prior to the Swiss Merger becoming effective and completion of the Acquisition Agreement

 

 

"London Stock Exchange"

London Stock Exchange plc

 

 

"Nominated Adviser" or "Nomad"

Cenkos, in its capacity as nominated adviser to the Company for the purposes of the AIM Rules

 

 

"Ordinary Shares" or "Shares"

ordinary shares of £0.10 each in the capital of the Company(or, upon the Share Sub-Division, ordinary shares of £0.01 each in the capital of the Company)

 

 

"Proposals"

the Acquisition, the Swiss Entities Merger and Re-Admission

 

 

"Proposed Directors"

the additional Directors proposed to be appointed to the Board on completion of the Acquisition, being Jean-Pierre Conrad (Chief Executive Officer) and Robert Adair (Chairman)

 

 

"Re-Admission"

the re-admission of the Existing Issued Ordinary Shares to trading on AIM (on or following Completion ) and such re-admission becoming effective in accordance with the AIM Rules

 

 

"Resolutions"

the resolutions in the notice of General Meeting to approve, inter alia, the Acquisition

 

 

"Share Sub-Division"

the proposed sub-division of each issued ordinary share of £0.10 in the capital of the Company into one ordinary share of £0.01 and one deferred share of £0.09 (as set out in resolution no. 1 of the notice of General Meeting set out in the Admission Document)

 

 

"Shareholders"

holders of Ordinary Shares

 

 

"Swiss Entities Merger"

the proposed merger by absorption under Swiss law of Ambrian Metals and CGM Schweiz

 

 

"Swiss Entities Merger Agreement"

the conditional agreement in the agreed form to be entered into between Ambrian Metals (1) and CGM Schweiz (2) in respect of the Swiss Entities Merger, further details of which are set out in the Admission Document

 

 

"Swiss Merged Entity"

the surviving entity (being Ambrian Metals) as a result of the Swiss Entities Merger

 

 

"uncertificated" or "in uncertificated form"

a share or shares recorded on the register of members as being held in uncertificated form in CREST, entitlement to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 


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