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East West Resources (AMBR)

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Friday 07 September, 2012

East West Resources

Requisition of general meeting

RNS Number : 8153L
East West Resources PLC
07 September 2012

East West Resources Plc
("EWR" or the "Company")


The Board of EWR announces that it received a requisition on 6 September 2012 from Consolidated General Minerals plc ("CGM"), which holds 31,941,354 ordinary shares in the capital of the Company ("Ordinary Shares"), to hold a general meeting of the Company, pursuant to section 303 of the Companies Act 2006 (the "Requisition").

The purpose of the meeting is:

1. to propose separate resolutions to elect Mr. Nicolas Rouveyre and Mr. Kilian Carrarini as directors of the Company (the "CGM Appointments");

2. to propose separate resolutions to remove each of the existing directors of the Company, namely Mr. Nathan Steinberg (Non-executive Chairman), Mr. Robert Ashley (Chief Executive Officer), Mr. John Coles (Finance Director) and Mr. Peter Curry (Non-executive Director) (the "Existing Directors"), with immediate effect; and

3. to propose separate resolutions to reappoint each of the Existing Directors as directors of the Company.

In the Requisition, CGM has indicated that, if the Resolutions to effect the CGM Appointments are passed, CGM is prepared to enter into a relationship agreement with the Company to address possible, existing or potential conflicts of interests between the Company and CGM and any related parties of the latter (the "Relationship Agreement"). The Relationship Agreement would provide that CGM will, inter alia, vote its (and to procure that certain of its related parties vote their) shares in the Company so as to ensure that the EWR group is capable at all times of carrying on its business independently of CGM and its related parties and making decisions in its best interests and that all arrangements entered into between the EWR group and CGM or any of its related parties will be made on an arm's length basis and on normal commercial terms.

The Board is pleased to note that CGM has stated in the Requisition that, for the sake of clarity and to emphasise its wish to act reasonably in the best interests of the Company, CGM intends to exercise the voting rights attached to its Ordinary Shares in favour of the Resolutions to reappoint the executive directors to the Board.

The Requisition follows extensive discussions with CGM and various other shareholders in the Company about providing CGM with representation on the Board.  Throughout these discussions, the Board has sought to achieve consensus with those shareholders but has been unable to do so.  As a result, the Board has not been able to arrive at any decision on this issue and accepts that it should now be put before shareholders.  Shareholders will receive the requisite Notice of the General Meeting as soon as possible to enable them to make their decision.



East West Resources Plc

Nathan Steinberg, Chairman

+ 44 (0)20 7269 7680





Macquarie Capital (Europe) Limited


Steve Baldwin

Nicholas Harland


+ 44 (0)20 3037 2000





Charlotte Kirkham

+ 44 (0)20 7920 2331


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

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