Polo rns7 Apr 2020 18:45
POLO RESOURCES LIMITED
( " Polo " or the " Company ")
Update on Polo increasing interest in GCM, Issue of Equity, False Allegations, Update on Adjourned AGM, Non-Executive Director and Total Voting Rights
Polo Resources Limited (AIM:POL), the multi-sector investment company with interests in oil, gold, coal, copper, phosphate, lithium, iron and vanadium, announces that further to the Company's announcements on 6, 12 and 21 February 2020, concerning the transaction between the Company's subsidiary, Polo Investments Limited ("PIL") and Dyani Corporation Limited ("Dyani") in relation to the acquisition of shares of GCM Resources plc ("GCM") (the "Transaction"), the Company can confirm, having taken appropriate advice, it is satisfied that there are no regulatory or legal matters preventing it from entering into the Transaction.
As a result of the Company's inability to complete the Transaction in accordance with the agreed terms following the complaints by Phronimos Capital LLC ("Phronimos"), the Company has had to agree to revised terms in order to consummate the Transaction.
PIL has agreed with Dyani to acquire 16,101,931 shares in GCM for a consideration of £1,682,651.79 (the "Consideration") or at 10.45 pence per share. The Consideration is at a 2.8% discount to GCM's last traded share price on 31 March 2020. The Consideration will be payable by the issuance of 72,216,815 new ordinary shares in the Company at 2.33 pence per share ("Consideration Shares"). The Consideration Shares will be issued at a 40% premium to the Company's last traded share price on 31 March 2020. 50% of the Consideration Shares amounting to 36,108,408 shares will be subject to a 12 month lock in. Upon completion, Polo will become the largest shareholder of GCM with 33,595,643 shares (approximately 29.9%) from 17,493,712 shares (approximately 15.57%) currently. The Company welcomes Dyani as the largest shareholder with 18.8% of the enlarged share capital.
GCM (AIM: GCM) is listed on AIM and is developing a world class coal resource of 572 million tonnes (JORC 2004 compliant) and 6,000 mega-watts of mine mouth power plants utilising highly energy-efficient ultra-supercritical technology, known as the Phulbari Coal and Power Project, in North West Bangladesh. Polo has been a significant shareholder and promoter of GCM since 2008. In the past 18 months, GCM has made considerable progress with the project, as reported in various GCM announcements. Dyani has been seeking to divest its shareholding in GCM in order to qualify themselves to receive further GCM shares pursuant to a pre-existing arrangement with GCM and had sought Polo's assistance. Polo has been endeavoring for several years to increase its exposure to GCM following several rounds of dilution as well as to reinstate its position as the largest shareholder. The Transaction represents an opportunity for Polo to increase its shareholding in GCM and enables the Company