RNS30 Jul 2013 08:52
VANE Minerals plc (AIM:VML)
("VANE" or the "Company")
Proposed Waiver of Rule 9 of the Takeover Code
Proposed change of name
Notice of General Meeting
Appointment of Non-Executive Director
The Company proposes to raise £1,399,000 (before expenses) through the issue of the Subscription Shares at the Subscription Price. The Subscription Price represents a discount of approximately 6 per cent. to the closing mid-market price of 0.425 pence per Ordinary Share on 25 June 2013, being the last dealing day prior to the announcement of the Subscription on 26 June 2013, and represents a premium of approximately 23 per cent. to the closing mid-market price of 0.325 pence per Ordinary Share on 26 July 2013, being the last dealing day prior to the publication of this document. Having considered the price at which the Ordinary Shares are currently traded, and other market factors, the Directors have resolved that the Subscription Price is appropriate. The Subscription Shares will represent approximately 44.12 per cent. of the Company's issued share capital as enlarged by the Subscription.
The Subscription has been arranged by Matthew Idiens following his recent appointment as CEO of VANE. In view of the fact that the subscription by the Concert Party constitutes the majority of Subscribers (those representing 82.13 per cent. of the Subscription and who will hold 44.03 per cent. of the Enlarged Issued Share Capital), who are viewed to be "acting in concert" pursuant to the Takeover Code, the Subscription is conditional, inter alia, upon the Takeover Panel giving approval to a waiver of Rule 9 of the Takeover Code, together with the approval of a "whitewash" circular setting out full details of the proposed waiver of the obligation under Rule 9 of the Takeover Code, that would otherwise require the Concert Party to make a general offer to the Independent Shareholders to acquire their shares in the Company. Accordingly, the Subscription is also conditional on the passing of the Resolutions and on Admission. As a result of the subscription by the Concert Party, the Waiver is also sought for the Director Options (which were granted in September 2011), which would otherwise require the Concert Party to make a general offer to the Independent Shareholders to acquire their shares in the Company if they were exercised after the Subscription. Further details of the Takeover Code and the Concert Party and why they are considered to be acting in concert are set out below.
The Directors believe that there is currently an opportunity to raise funds from a small number of institutional and other investors rather than by offering all shareholders the opportunity to acquire further shares and that this opportunity may not be present in the future given the current uncertain market conditions. The Directors believe that the additional cost and delay incurred in connection with any such offe