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Creon Resources PLC (AMED)

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Friday 22 June, 2012

Creon Resources PLC

Open Offer and Notice of General Meeting

RNS Number : 9191F
Creon Resources PLC
22 June 2012
 



For immediate release:  22 June 2012

Creon Resources Plc

("Creon" or "the Company")

Open Offer and Notice of General Meeting

Creon Resources Plc (AIM: CRO), the resources related investment company, is delighted to announce that it is seeking to raise up to approximately £12.08 million through an Open Offer of up to 2,416,429,088 Open Offer Shares at a price of 0.5p per Open Offer Share, which has been partly underwritten by the Subscriber pursuant to the Subscription Agreement. The Notice of General Meeting in connection with the Open Offer is to be held at the Company's registered office, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT on 11 July 2012 at 10.00 a.m.

Full copies of the Open Offer circular, Notice of GM and Proxy Form have today been posted to shareholders and are available at the Company's website www.creonresources.com.

For further information please contact:

Creon Resources plc


Jeswant Natarajan

Tel: + 60 12 212 1332

Daniel Stewart & Company plc


Nominated Adviser & Broker


Paul Shackleton/James Felix

Tel: + 44 (0) 20 7776 6550

GTH Communications Limited


Toby Hall/Suzanne Johnson-Walsh

Tel: + 44 (0) 20 3103 3900

 

About Creon Resources plc

The Company's Investment Policy is to invest principally but not exclusively in the resources and/or resources infrastructure sectors, with no specific national or regional focus. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings.

 

Investments made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in resources projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in investments may range from a minority position to 100 per cent. ownership.

 

Introduction

The Board is delighted to report that the Company is seeking to raise up to approximately £12.08 million through an Open Offer of up to 2,416,429,088 Open Offer Shares at a price of 0.5p per Open Offer Share which has been partly underwritten by the Subscriber pursuant to the Subscription Agreement. The Company is undertaking the Open Offer to Shareholders described in the circular posted to Shareholders today (the "Circular"). Subject to the terms and conditions of the Subscription Agreement, the Subscriber has agreed to subscribe for any New Ordinary Shares not taken by Qualifying Shareholders in the Open Offer up to the Subscription Maximum (giving the Subscriber a maximum of 75 per cent. of the Enlarged Share Capital). The number of New Ordinary Shares to be allotted to the Subscriber is therefore dependent on how many, if any, New Ordinary Shares are taken up by the Qualifying Shareholders under the Open Offer. If the Open Offer is fully subscribed by Qualifying Shareholders, no New Ordinary Shares will be available to the Subscriber. Given the Subscription Maximum and the 75 per cent. limitation on the Subscriber's post-subscription shareholding, the maximum amount the Company will raise from the combined Subscription and Open Offer is approximately £12.08 million and the minimum is £4.83 million.

The Subscription and Open Offer are conditional, inter alia, on Resolution 1 being passed at the General Meeting. A notice convening the General Meeting has today been sent to Qualifying Shareholders. The General Meeting will be held at the Company's registered office at 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT at 10.00 a.m. on 11 July 2012.

In the event Resolution 1 is not passed and the Open Offer does not proceed, Mr Jeswant Natarajan, Chief Executive Officer of the Company, has conditionally agreed to subscribe for 100,000,000 new Ordinary Shares in the Company at a price of 0.1 pence per new Ordinary Share raising £100,000 before expenses (the Initial Director Subscription).  Mr Natarajan has further undertaken to subscribe for up to an additional 100,000,000 new Ordinary Shares at a price of 0.1 pence per Ordinary Share if requested to do so by the Company within the 12 month period following the General Meeting subject to additional conditions (the Further Director Subscription).  The Company currently has sufficient share authorities in place to issue the initial tranche of 100,000,000 new Ordinary Shares pursuant to the Initial Director Subscription without further recourse to Shareholders. The proceeds of the Initial Director Subscription will be used to pay the Company's costs incurred in connection with the Subscription and Open Offer and to provide the Company with additional working capital to enable it (when taken with its existing cash balances and the proceeds of the Further Director Subscription) to continue as a going concern for a period of 12 months from the date of the Initial Director Subscription.  Whether the Company exercises its right to call for Mr Natarajan to subscribe for the additional 100,000,000 Ordinary Shares pursuant to the Further Director Subscription will depend on the financial condition of the Company and availability of alternative sources of funding. 

The purpose of the Circular is to provide you with details of, and the background to, the Subscription and Open Offer and to explain why the Directors believe them to be in the best interests of the Company and the Shareholders as a whole.

The Company has also today announced its unaudited preliminary results for the year ended 31 January 2012.

Investing Policy

The Company's Investing Policy as adopted at the general meeting of the Company held on 16 December 2011 is to invest principally, but not exclusively, in the resources and/or resources infrastructure sectors, with no specific national or regional focus. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings in companies. The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisitions or through farm-ins in companies, partnerships, joint ventures; or direct interests in resources related projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership. The Company has also stated that it would initially focus on projects located in the Middle East and Asia but will also consider investments in other geographical regions.

The Company will identify and assess potential investment targets and, where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist.

The Company has also stated that it would carry out  thorough project review processes in which all material aspects of any potential investment would be subject to appropriate due diligence. It also stated that it was  likely that the Company's financial resources would be invested in a small number of projects or potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules.

Where this is the case, the Company intends to  mitigate risks by undertaking appropriate due diligence processes. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

The Company's intent is to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company's Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

Reasons for the Subscription and Open Offer

In December 2011, the Company raised £278,000 through the issue of 278,000,000 Ordinary Shares at a price of 0.1p per Ordinary Share. The proceeds of the December fundraising have been applied in settling the Company's outstanding creditors, funding its running costs and exploring ways to take the Company forward. The circular to Shareholders dated 30 November 2011, relating to the December 2011 fundraising, stated that it was likely that the Company would undertake a further fundraising to provide it with additional capital both to fund its day-to-day operations and to further its investment policy. 

The Board has been carefully monitoring the Company's cash position and has concluded that, in order to pursue its Investing Policy and to meet its on-going working capital requirements, the Company needs to raise funds immediately. 

More specifically, the Company will require additional and substantial funding to pursue and execute investment opportunities as and when they materialise. At the present time, the Company has been examining several opportunities as part of a continuing process.  In line with its Investing Policy, the Company has recently identified a potential joint venture investment and has entered into preliminary discussions. However, no formal commitment has been made by any party and, consequently, there is no certainty that this investment will take place. Should the Board decide to proceed further with this investment opportunity,  a substantial portion of the funds raised from the Subscription and Open Offer may be used in advancing future discussions and, if those discussions conclude successfully, in making the investment.   The potential investment involved is in the oil and gas infrastructure sector, associated with offshore installations and equipment.  Should the Company be successful in raising the required capital, it may have to move fast to secure this investment opportunity.   However, should discussions and negotiations fail, the Company will move on to exploring other opportunities available to it. The Company and the board are not bound to pursue this opportunity, and will only pursue this or any other opportunity, in the interests of the Company.

In the event that the Company successfully concludes negotiations to make the joint venture investment, further announcements will be released in due course and the Company may need to raise further funds for working capital and other investment opportunities.

The Company has secured the commitment of the Subscriber to subscribe for the Subscription Shares at the Offer Price. This would enable the Company to raise a maximum of approximately £12.08 million (before expenses) for the Company provided Qualifying Shareholders take up not less than 362,500,000 Open Offer Shares. If the Open Offer is fully taken up by Qualifying Shareholders, no Subscriber Shares will be issued. The Directors note that the Offer Price represents a significant premium to the Company's unaudited net asset value as at 31 January 2012 of £0.0002 per Ordinary Share, albeit it represents a discount to the current market price of the Ordinary Shares. Furthermore, the Offer Price is five times the price achieved in the December 2011 fundraising.

Unaudited Preliminary Results

The unaudited preliminary results of the Company for the year ended 31 January 2012 were announced today and are available to download from the Company's website at www.creonresources.com. The Company recorded a loss after tax of (£645,276) (2011: (£79,638)) for the year ended 31 January 2012 and had net assets of £72,861 at the same date (2011: £416,137).  

Details of the Subscription

Under the terms of the Subscription Agreement, the Subscriber has agreed to subscribe for any New Ordinary Shares not taken by Shareholders pursuant to the Open Offer subject to the Subscription Maximum being a maximum (a) 2,053,929,088 New Ordinary Shares or (b) such number of New Ordinary Shares as are equal to three times the number of Ordinary Shares comprised in the Enlarged Pre-Subscription Share Capital, whichever is the lesser. The Subscription is conditional upon Resolution 1 being passed by the Shareholders at the General Meeting.

The number of New Ordinary Shares to be allotted to the Subscriber is dependent on how many New Ordinary Shares are taken up by Shareholders under the Open Offer. If the Open Offer is fully subscribed, no New Ordinary Shares will be available to the Subscriber. If no New Ordinary Shares are taken up under the Open Offer, the Subscriber will be allotted no more than 966,571,635 New Ordinary Shares although it is not possible to state how many New Ordinary Shares will be allotted to the Subscriber until the Open Offer is closed and all applications from Qualifying Shareholders have been assessed.

The Subscriber is a Labuan incorporated entity owned by Mr Ghanim Saad M. Alsaad Al-Kuwari, a prominent Qatari businessman.

Details of the Open Offer

The Open Offer is being conducted in accordance with section 561 of the Companies Act 2006. Qualifying Shareholders shall be entitled under the Open Offer to apply for Open Offer Shares on the following basis:

15 Open Offer Shares at 0.5p per share for every 2 Existing Ordinary Shares

held and registered in their name on the Record Date. The Open Offer Shares will, when issued, be credited as fully paid and will rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Open Offer Shares.

It should be noted that the Open Offer is not a rights issue. The Application Form is not a document of title and cannot be traded.

If a Qualifying Shareholder does not take up any of his Open Offer Entitlement, his proportionate ownership and voting rights in the Company will be diluted by a minimum of 75 per cent. and a maximum of 88.24 per cent. by the issue of the New Ordinary Shares.

The latest date and time for acceptance and payment in full under the Open Offer is 11 a.m. on 10 July 2012. Full details of the terms and conditions of the Open Offer and how to apply are set out in Part IV of the Open Offer circular today sent to shareholders.

Shareholders should note that there is no excess application facility being made available as part of the Open Offer and therefore you cannot apply for Open Offer Shares in excess of your Open Offer Entitlement.

Director Subscription

In the event Resolution 1 is not passed and the Open Offer does not proceed, Mr Jeswant Natarajan, CEO of the Company, has conditionally agreed to subscribe for 100,000,000 new Ordinary Shares in the Company at a price of 0.1 pence per new Ordinary Share raising £100,000 before expenses. The Company has sufficient share authorities in place to issue the new Ordinary Shares pursuant to the Initial Director Subscription without further recourse to Shareholders. The proceeds of the Initial Director Subscription will be used to pay the Company's costs incurred in connection with the Subscription and Open Offer and to provide the Company with additional working capital.

In the event that the Initial Director Subscription takes place, Mr Natarajan who currently holds 10,000,000 Ordinary Shares representing 3.10 per cent. of the ordinary share capital of the Company will hold 110,000,000 Ordinary Shares representing 26.10 per cent. of the ordinary share capital of the Company.

Furthermore, in the event that the Initial Director Subscription proceeds, Mr Natarajan has agreed to subscribe for up to a further 100,000,000 new Ordinary Shares at a price of 0.1 pence each should the Company request him to do so during the period of 12 months following the General Meeting.   The Further Director Subscription will be conditional on the requisite shareholder authorities to issue the additional shares free of pre-emption rights being obtained and Mr Natarajan being granted a waiver  by the Panel from an obligation to make a Rule 9 Offer (if applicable).   In the event that all the additional Ordinary Shares are subscribed by Mr Natarajan pursuant to the Further Director Subscription, and assuming that no other Ordinary Shares are issued in the intervening period, Mr Natarajan will hold 210,000,000 Ordinary Shares representing approximately  40.21 per cent. of the ordinary share capital of the Company.

Use of Proceeds

The Company intends to use the net proceeds of the Subscription and Open Offer:

·     to invest in line with its Investing Policy;

·     to investigate and pursue potential investments and perform due diligence;

·     pay professional costs associated with any investments and due diligence in respect thereof; and

·     to fund the on-going working capital requirements of the Company.

In the event that Resolution 1 is not passed and the Open Offer does not proceed, the net proceeds of the Initial Director Subscription will be applied to paying the Company's costs incurred in connection with the Subscription and Open Offer and to provide additional working capital for the Company.

Share capital

If the Subscription and Open Offer proceed, on Admission, the Company will have a minimum of 1,288,762,180 Ordinary Shares in issue and a maximum of 2,738,619,633 Ordinary Shares in issue. The Subscription Shares will represent a maximum of 75 per cent. of the Enlarged Share Capital.

In the event that the Subscription and Open Offer do not proceed, following completion of the Initial Director Subscription, the Company will have 422,190,545 Ordinary Shares in issue.  The Ordinary Shares issued pursuant to the Initial Director Subscription will represent 23.67 per cent. of the issued ordinary share capital following completion of the Initial Director Subscription.   In the event that the Further Director Subscription proceeds in full (and no other Ordinary Shares have been issued) the Company will have 522,190,545 Ordinary Shares in issue.  The Ordinary Shares issued pursuant to both tranches of the Director Subscription will represent 40.21 per cent. of the Company's issued ordinary share capital.

Resolutions

The Subscription and Open Offer are conditional upon, inter alia, the passing of Resolution 1 at the General Meeting. A notice convening the General Meeting to be held at the Company's registered office at 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT at 10 a.m. on 11 July 2012 and containing the text of the Resolutions has today been sent to shareholders.

Resolution 1, which is proposed as an ordinary resolution, authorises the Directors to allot equity securities pursuant to section 551 of the Companies Act 2006 up to a maximum nominal value of £4,000,000. This represents the equivalent of 4,000,000,000 Ordinary Shares. Taking into account the requirement for a maximum of 2,416,429,088 New Ordinary Shares to satisfy the Company's obligations under the Subscription and Open Offer, this leaves a headroom of £1,583,570.91 which represents the equivalent of 1,583,570,912 Ordinary Shares and 57.8 per cent. of the maximum Enlarged Share Capital. In the event that no New Ordinary Shares are taken up under the Open Offer, this leaves a headroom of £3,033,428.37 which represents the equivalent of 3,033,428,365 Ordinary Shares and 235.4 per cent. of the minimum Enlarged Share Capital.

Resolution 2, which is proposed as an ordinary resolution, approves the appointment of Mr Jeswant Natarajan as a director of the Company.

The authorities granted by Resolution 1 will, if passed, expire 15 months from the date they are passed or at the conclusion of the Company's annual general meeting to be held in 2013, whichever is sooner.

The Director Subscription will proceed if Resolution 1 is not passed.

Irrevocable Undertakings

The Company has received irrevocable commitments to vote in favour of the Resolutions from Shareholders (including Mr Jeswant Natarajan) holding 165,000,000 Existing Ordinary Shares in the Company, representing approximately 51.2 per cent. of the Company's Ordinary Shares in issue.

 

Related Party Transactions

The Director Subscription falls within the definition of a "related party transaction" under the AIM Rules. The independent Directors of the Company have consulted with Daniel Stewart, the Company's nominated adviser, and consider the terms of the Director Subscription to be fair and reasonable insofar as the Company's Shareholders are concerned.

The UK Takeover Code - Rule 9 Waiver

Under Rule 9 of the UK Takeover Code, where any person acquires, whether by a series of transactions over a period of time or otherwise, an interest in shares which (taken together with shares already held by him and an interest in shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company which is subject to the UK Takeover Code, that person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.

On Admission the Subscriber may hold 30 per cent. or more of the voting rights of the Company up to a maximum of 75 per cent. As this amount is potentially greater than 30 per cent. of the voting rights of the Company on Admission, in normal circumstances a general offer from the Subscriber to the Company's Shareholders would be required under Rule 9 of the UK Takeover Code to acquire all the Ordinary Shares not already owned by the Subscriber.

Dispensation from Rule 9 of the City Code in relation to the Subscription

Under Note 1 on the Notes on the Dispensations from Rule 9 of the UK Takeover Code, the Panel will normally waive the requirement for a general offer to be made in accordance with Rule 9 of the UK Takeover Code (a "Rule 9 Offer") if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him (the "Independent Shareholders") pass an ordinary resolution on a poll at a general meeting (a "Whitewash Resolution") approving such a waiver. The Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the City Code) if Independent Shareholders holding more than 50 per cent. of the company's shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the shareholders of the company at a general meeting.

Independent Shareholders of the Company who together are the beneficial owners of 165,000,000 Ordinary Shares, representing 51.2 per cent. of the Existing Ordinary Shares carrying voting rights as at the date of this announcement have written to the Panel to confirm that they would vote in favour of a Whitewash Resolution in respect of the Subscriber acquiring 30 per cent. or more of the voting rights of the Company and accordingly, the Panel has granted a waiver from the requirement for the Subscriber to make a Rule 9 Offer to Shareholders. These Independent Shareholders also confirmed that they would not sell, transfer, pledge, charge or grant any option or other right over, or create any encumbrance over, or otherwise dispose of their Ordinary Shares until after the conclusion of the General Meeting. 

Following completion of the Subscription, the Subscriber will hold a maximum of 75 per cent. of the Enlarged Share Capital.

Important Notice

The Open Offer is not a rights issue. Accordingly, Shareholders should note that in the Open Offer, unlike a rights issue, any Open Offer Shares for which application is not made by Qualifying Shareholders will not be sold in the market on behalf of, or otherwise placed for the benefit of those Qualifying Shareholders who did not apply for their Open Offer Entitlements but will be allotted to the Subscriber pursuant to the Subscription (subject to the Subscription Maximum).

Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to the date on which the Ordinary Shares are marked "ex-entitlement" is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him by the purchaser under the rules of the London Stock Exchange.

Action to be taken by Shareholders in relation to the General Meeting

The Company has today posted to Shareholders a Form of Proxy for use at the General Meeting. The Form of Proxy, which is also available on the Company's website www.creonresources.com, should be completed and returned in accordance with the instructions printed on it so as to arrive at the Company's registered office at 201 Temple Chambers, 3 - 7 Temple Avenue, London, EC4Y 0DT as soon as possible and in any event so as to be received not later than 10.00 a.m. on 10 July 2012. Completion and return of the Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 12 July 2012, with dealings in the New Ordinary Shares commencing on that date.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities, including depository interests, to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST. No further application for the admission of the New Ordinary Shares to CREST is therefore required.

CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so. Certificates in respect of the New Ordinary Shares are expected to be dispatched by the Company's Registrars no later than 20 July 2012. The New Ordinary Shares due to uncertificated holders will be delivered in CREST on the date that dealings commence in the shares concerned.

Action to be taken in respect of the Open Offer

If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

Taxation

You are strongly advised to consult your own independent professional tax advisers regarding the tax consequences of participating in the Open Offer.

Recommendation

The Directors unanimously believe that maintaining flexibility to raise additional funds and the Subscription and Open Offer are in the best interests of the Company and its Shareholders as a whole and recommend Shareholders to vote in favour of the Resolutions, as Mr Natarajan intends to do in respect of his own beneficial holdings of 10,000,000 Ordinary Shares, equivalent to approximately 3.10 per cent. of the current issued share capital of the Company. Mr Quraishi and Mr Berting do not currently hold any Ordinary Shares.

SUBSCRIPTION AND OPEN OFFER STATISTICS 

Offer Price

 

0.5p

Number of Existing Ordinary Shares in issue on the Record Date

 

322,190,545

Maximum number of New Ordinary Shares  to be issued pursuant to the Subscription and Open Offer

 

2,416,429,088

Minimum number of New Ordinary Shares  to be issued pursuant to the Subscription and Open Offer

 

966,571,635

Maximum Enlarged Share Capital immediately following Admission

 

2,738, 619,633

Minimum Enlarged Share Capital immediately following Admission

 

1,288,762,180

Maximum percentage of the Enlarged Share Capital represented by the New Ordinary Shares

 

88.24%

Minimum percentage of the Enlarged Share Capital represented by the New Ordinary Shares

 

75%

Maximum gross proceeds of the Subscription and Open Offer

 

approximately £12.08 million

Minimum gross proceeds of the Subscription and Open Offer

 

approximately £4.83 million

Estimated maximum net proceeds of the Subscription and Open Offer receivable by the Company

 

approximately £12.00 million

Estimated minimum net proceeds of the Subscription and Open Offer receivable by the Company

 

 approximately £4.75 million

Maximum market capitalisation of the Company at the Offer Price immediately following completion of the Subscription and Open Offer

 

approximately £13.69 million

Minimum market capitalisation of the Company at the Offer Price immediately following completion of the Subscription and Open Offer

 

approximately £6.44 million

AIM symbol

 

CRO

ISIN code for Existing Ordinary Shares

 

GB00B02TDY97

SEDOL

 

B02TDY97

ISIN code for Open Offer Entitlements

GB00B8GJ5F60





EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement under the Open Offer

 

close of business on 20 June 2012

Announcement of Subscription and Open Offer and posting of the Open Offer circular, the Application Forms  and Forms of Proxy

 

22 June 2012

Ex-entitlement date for the Open Offer

 

22 June 2012

Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders

 

            25 June 2012

Latest recommended date for requesting withdrawal of Open Offer Entitlements from CREST

 

4.30 p.m. on 4 July 2012

Latest recommended date for depositing Open Offer Entitlements into CREST

 

3 p.m.  on 5 July 2012

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

 

3 p.m.  on 6  July  2012

Latest time for receipt of Forms of Proxy for the General Meeting

 

10  a.m. on 10 July 2012

Latest time for receipt of Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

 

11  a.m. on 10 July 2012

Announcement of results of Subscription and Open Offer

 

11 July 2012

General Meeting

10 a.m. 11 July 2012

 

Admission and commencement of dealings in Open Offer Shares and Subscription Shares (if applicable)

 

8 a.m. on 12 July 2012

CREST member accounts credited with Open Offer Shares and Subscription Shares (if applicable) in uncertificated form

 

12 July 2012

Share certificates despatched in respect of Open Offer Shares and Subscription Shares (if applicable) in certificated form

 

20 July 2012

Each of the times and dates in the above timetable is subject to change. All references are to London time unless otherwise stated.

DEFINITIONS

The following definitions apply in this announcement:

"Admission"

 

The admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules.

 

"AIM"

 

The market of that name operated by London Stock Exchange.

"AIM Rules"

 

The AIM Rules for Companies published by London Stock Exchange from time to time.

"Application Form" or "Personal Application Form"

The personalised application form on which application may be made for Open Offer Shares under the Open Offer to be sent to Qualifying Non-CREST Shareholders.

 

"Articles"

 

The articles of association of the Company as amended or restated from time to time, the current version of which is available on the Company's website (www.creonresources.com).

 

"Board" or the "Directors"

 

The board of directors of the Company, being Jeswant Natarajan, August Berting and Aamir Quraishi.

"certificated" or "in certificated form"

 

A share or other security which is not in uncertificated form (that is, not in CREST).

"Companies Act 2006"

 

The Companies Act 2006.

"Company" or "Creon"

Creon Resources Plc, a public limited company incorporated in England and Wales with company number 05216336.

 

"CREST"

The system for the paperless settlement of trades in listed securities operated by Euroclear to facilitate holding and transfer of title or interests  to Shares in uncertificated form in accordance with the CREST Regulations.

 

"CREST Manual"

The document entitled "CREST Reference Manual" issued by Euroclear.

"CREST Regulations"

The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) including (1) any enactment or subordinate legislation which amends or supersedes those regulations and (2) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force.

 

"Daniel Stewart"

 

"Director Subscription"

 

Daniel Stewart & Company Plc, nominated adviser to the Company.

 

The Initial Director Subscription and the Further Director Subscription.



"Enlarged Share Capital"

The issued share capital of the Company immediately following Admission being the Existing Ordinary Shares, the Open Offer Shares and the Subscription Shares.

 

"Enlarged Pre-Subscription Share Capital"

The issued share capital of the Company immediately following Admission comprising the Existing Ordinary Shares and the Open Offer Shares taken up by Qualifying Shareholders but not the Subscription Shares.

 

"Euroclear"

Euroclear UK & Ireland Limited.

"Existing Ordinary Shares"

The 322,190,545 Ordinary Shares in issue immediately prior to the Subscription and Open Offer.

"FSA"

The Financial Services Authority of the United Kingdom.

"FSMA 2000"

The Financial Services and Markets Act 2000 (as amended).

"Form of Proxy"

 

The form of proxy enclosed with this Open Offer circular for use by Shareholders in connection with the General Meeting.

 

"Further Director Subscription"

 

The conditional undertaking to subscribe, at the request of the Company, for up to 100,000,000 new Ordinary Shares at a price of 0.1 pence per share by Mr Jeswant Natarajan, CEO of the Company, during the 12 months following the General Meeting in the event that Resolution 1 approving the Open Offer is not passed (subject to certain conditions), further details of which are set out in this announcement

 

"General Meeting"

The general meeting of the Company convened by the Notice.

"Independent Shareholders"

Has the meaning given to it in the paragraph headed "The UK Takeover Code - Rule 9 Waiver" set out in the letter from the CEO above.

 

"Investing Policy"

The investing policy of the Company as set out in the letter from Mr Jeswant Natarajan, CEO of the Company above.



"Initial Director Subscription"

 

The conditional subscription for 100,000,000 new Ordinary Shares at a price of 0.1 pence per share by Mr Jeswant Natarajan, CEO of the Company, in the event that Resolution 1 approving the Open Offer is not passed, further details of which are set out in the letter from Mr Jeswant Natarajan, CEO of the Company above. 

 

"London Stock Exchange"

London Stock Exchange plc.

"Money Laundering Regulations"

 

The Money Laundering Regulations 2007 (as amended from time to time).

"New Ordinary Shares"

The maximum 2,416,429,088 new Ordinary Shares to be issued pursuant to the Subscription and Open Offer.

 

"Notice"

The notice convening the General Meeting to be sent to Shareholders today.

"Offer Price"

0.5 pence per New Ordinary Share.

"Open Offer

The offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in in the letter from Mr Jeswant Natarajan, CEO of the Company above and, in the case of Qualifying Non-CREST Shareholders, in the Application Form.

 

"Open Offer Entitlement"

The entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply for 15 Open Offer Shares for every 2 Existing Ordinary Shares held by the Qualifying Shareholder at the Record Date.

 

"Open Offer Shares"

Up to 2,416,429,088 New Ordinary Shares which are the subject of the Open Offer.

"Ordinary Shares"

Ordinary shares of 0.1 pence each in the capital of the Company.

"Overseas Shareholders"

Shareholders who are resident in or a citizen or national of any country outside the United Kingdom.

"Panel"

The UK Panel on Takeovers and Mergers.

"Qualifying CREST Shareholders"

 

Qualifying Shareholders whose Existing Ordinary Shares are held in uncertificated form.

"Qualifying Non-CREST Shareholders"

 

Qualifying Shareholders whose Existing Ordinary Shares are held in certificated form.

"Qualifying Shareholders"

Shareholders of Existing Ordinary Shares on the register of member of the Company at the Record Date save for (subject to certain exceptions) persons with a registered address, or who are located or resident in, any Restricted Jurisdiction.

 

"Receiving Agent"

Capita Registrars Limited.

"Record Date"

 

5 p.m. on 20 June 2012.

"Regulatory Information Service"

 

A regulatory information service that is approved by the FSA and that is on the list of regulatory information service providers maintained by the FSA.

"Resolutions"

The resolutions to be proposed at the General Meeting, details of which are set out in the Notice.

"Resolution 1"

Resolution 1 of the Resolutions, effectively approving the Subscription and Open Offer by authorising the Directors to issue the Open Offer Shares and Subscription Shares.

 

"Restricted Jurisdiction"

Each and any of Australia, Canada, Japan, the Republic of South Africa and the United States.

"Rule 9 Offer"

Has the meaning given to it in the paragraph headed "The UK Takeover Code - Rule 9 Waiver" set out in the letter from Mr Jeswant Natarajan, CEO of the Company above.

 

"Securities Act"

The US Securities Act 1933, as amended.

"Shareholders"

The holders of Ordinary Shares.

"Sterling" or "£"

British pounds sterling.

"Subscriber"

Qatar Investment Corporation, a company registered in Labuan, Malaysia with company number LL08493.

 

"Subscription"

The conditional subscription for the Subscription Shares by the Subscriber pursuant to the Subscription Agreement.

 

"Subscription Agreement"

The conditional agreement dated 21 June 2012 between the Subscriber and the Company relating to the Subscription, further details of which are set out in the letter from Mr Jeswant Natarajan, CEO of the Company above.

 

"Subscription Maximum"

The maximum number of New Ordinary Shares to be issued to the Subscriber pursuant to the Subscription being (a) 2,053,929,088 New Ordinary Shares or (b) such number of New Ordinary Shares as are equal to three times the number of Ordinary Shares comprised in the Enlarged Pre-Subscription Share Capital, whichever is the lesser.

 

"Subscription Shares"

Subject to the Subscription Maximum, the New Ordinary Shares to be issued by the Company to the Subscriber pursuant to the Subscription if the Open Offer is not fully taken up by Qualifying Shareholders.

 

"UK"

The United Kingdom of Great Britain and Northern Ireland.

"UK Takeover Code"

The UK City Code of Takeovers and Mergers published by the Panel (as amended from time to time).

"uncertificated" or 'in uncertificated form"

 

Recorded on the register of members as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST.

"US", "USA" or "United States"

The United States of America, each state thereof (including the district of Columbia), its territories, possessions and all areas subject to its jurisdiction.

 

"Whitewash Resolution"

Has the meaning given to it in the paragraph headed "The UK Takeover Code - Rule 9 Waiver" set out in the letter from Mr Jeswant Natarajan, CEO of the Company above.

 

 


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