Adm Energy Regulatory News (ADME)

25 Nov 2009 10:14



PAN PACIFIC AGGREGATES PLC

ISSUE OF EQUITY, RELATED PARTY TRANSACTION

AND

ISSUE OF WARRANTS

The Board of Pan Pacific Aggregates plc (the "Company"), the British Columbia based aggregates company, announces that, further to the proposed placing and notice of general meeting announcement issued on 12 October 2009, it issued and allotted on 24 November 2009, conditional on admission to trading on AIM ("Admission"), 220,000,000 new ordinary shares of 0.1p each ("New Ordinary Shares") (representing approximately 13.5 per cent. of the enlarged issued share capital of the Company, as described below) at a price of 0.5p each (the "Placing Price") to raise £1,100,000 (before expenses) pursuant to a placing.

RELATED PARTY TRANSACTION

In the placing, KC Investments Limited ("KC Investments") has subscribed for 46,200,000 New Ordinary Shares at the Placing Price (representing approximately 2.8 per cent. of the enlarged issued share capital of the Company, as described below) at the Placing Price.

As KC Investments has within the last 12 months been a substantial shareholder of the Company (holding more than 10 per cent. of the issued share capital of the Company), the subscription of shares by KC Investments constitutes a Related Party Transaction when aggregated with previous transactions for the purposes of AIM Rule 13.

Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of the Company to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

The Directors consider, having consulted with Dowgate Capital Advisers Limited, the Company's nominated adviser, that the terms of the Related Party Transaction with KC Investments are fair and reasonable insofar as the Company's shareholders are concerned.

The New Ordinary Shares are being placed and issued under existing authorities to issue and allot shares.

Application has been made to the London Stock Exchange in relation to Admission and it is expected that dealings in the 220,000,000 New Ordinary Shares issued pursuant to the placing will commence on or around 27 November 2009.

Following the placing the enlarged issued share capital of the Company will be 1,623,981,242 ordinary shares.

ISSUE OF WARRANTS AND PAYMENT OF COMMISSION

Following the announcement on 12 October 2009 and in connection with the above placing, VSA Capital Limited ("VSA"), a company in which William Voaden, the Managing Director of the Company, is a director and, together with his wife, holds 100 per cent. of the issued share capital, has on 24 November 2009 been granted warrants to subscribe for up to 10,575,000 New Ordinary Shares (representing approximately 0.7 per cent. of the enlarged issued share capital of the Company), conditional upon the above 220,000,000 New Ordinary Shares placed being admitted to trading on AIM, exercisable at the Placing Price for a period of 3 years following Admission. There are no performance conditions attached to the warrants and they are assignable.

VSA is also entitled to receive a commission of £52,875 cash in connection with the above placing.

Following this grant of new warrants, warrants over 49,890,941 ordinary shares (representing approximately 3.1 per cent. of the enlarged issued share capital of the Company) and options over 3,000,000 ordinary shares (representing approximately 0.2 per cent. of the enlarged issued share capital of the Company) will be in existence.

William Voaden, Managing Director commented:

"These additional funds will allow us to bring the operation into production and to then develop the business. We remain on schedule to begin production this quarter."

For further information, please see the Company's website (www.panagg.com) or contact: