Adm Energy Regulatory News (ADME)

9 Oct 2009 18:03



PAN PACIFIC AGGREGATES PLC

ISSUE OF EQUITY, DIRECTORS' DEALINGS

AND

ISSUE OF WARRANTS

The Board of Pan Pacific Aggregates plc (the "Company"), the British Columbia based aggregates company, 

announces that, on 9 October 2009, it issued and allotted 332,000,000 new ordinary shares of 0.1p each ("New Ordinary Shares") (representing approximately 32.6 per cent. of the current issued share capital of the Company) at a price of 0.5p per share (the "Placing Price"), to directors and private investors raising £1.660,000 (before expenses) pursuant to a placing. The net placing proceeds will be used for additional working capital purposes.

In addition, the Company has agreed to pay VSA a commission of 5 per cent. of £250,000 (being the aggregate placing price of the 89,285,714 Ordinary Shares issued on 28 August 2009) and a commission of 5 per cent. of £1,660,000 (being the aggregate Placing Price of the 332,000,000 New Ordinary Shares issued on 9 October 2009).

The New Ordinary Shares are being placed under existing authorities to issue and allot shares. The issue of 332,000,000 New Ordinary Shares will fully utilise the current general authority to allot shares in the Company.

Application has been made to the London Stock Exchange for the 332,000,000 New Ordinary Shares to be admitted to trading on AIM and it is expected that dealings will commence on or around 15 October 2009.

DIRECTORS' DEALINGS

In the placing, Euan McAlpine, a director of the Company, has subscribed for 12,000,000 New Ordinary Shares at a price of 0.5p per share. Following this transaction, Mr McAlpine's beneficial interest in the Company is 31,180,555 ordinary shares, representing approximately 2.3 per cent. of the enlarged issued share capital of the Company.

In the placing, William Voaden, a director of the Company, has subscribed for 2,000,000 New Ordinary Shares at a price of 0.5p per share. Following this transaction, Mr Voaden's beneficial interest in the Company is 2,300,000 ordinary shares, representing approximately 0.2 per cent. of the enlarged issued share capital of the Company.

ISSUE OF WARRANTS AND RELATED PARTY TRANSACTION

Following the placing of 89,285,714 Ordinary Shares on 28 August 2009 and the above placing of 

332,000,000 New Ordinary Shares, 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 today been granted a warrant to subscribe for up to 20,114,285 New Ordinary Shares (representing approximately 1.5 per cent. of the enlarged issued share capital of the Company), 

conditional upon the above 332,000,000 New Ordinary Shares placed being admitted to trading on AIM. 

The warrants are exercisable at any time in any amounts, as follows:

There are no performance conditions attached to these warrants and the warrants are assignable.

The grant of warrants and the payment of commission to 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 shares, is a Related Party Transaction. In addition, for the purpose of AIM Rule 13, the issue of 2,000,000 New Ordinary Shares to William Voaden (a director of the Company) must be aggregated for the purpose 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 (excluding William Voaden) consider, having consulted with Dowgate Capital Advisers Limited, the Company's Nominated Adviser, that the terms of the related party transactions with each of VSA and William Voaden are fair and reasonable insofar as the Company's shareholders are concerned.

Following this grant of new warrants, warrants over 39,315,941 ordinary shares (representing approximately 

3.86 per cent. of the current issued share capital of the Company) and options over 3,000,000 ordinary shares (representing approximately 0.02 per cent. of the current issued share capital of the Company) will be in existence.

Following the placing the enlarged issued share capital of the Company will be 1,350,262,447 ordinary shares.

William Voaden, Managing Director, Pan Pacific Aggregates plc, commented:

"These additional funds are sufficient to allow us to bring the Pumptown Quarry into production and to at last generate cash and, hopefully, to increase shareholder value. On 7 October 2009, we announced the appointment of a local, very experienced operations director at Pumptown Quarry Inc. and it will be his job to drive the quarry operations forward. It is our intention to build a substantial aggregates business in the Fraser Valley."

For further information please see the Company's web site, www.panagg.com or contact: