African Eagle Resources Regulatory News (AFE)

17 Aug 2007 14:00

African Eagle Resources PLC17 August 2007 AFRICAN EAGLE TO LIST ON ALTX ON 24 AUGUST African Eagle Resources plc, a mineral exploration and development company withprojects in Zambia, Tanzania and Mozambique, will list on the AlternativeExchange of the JSE (AltX) on 24 August 2007 under the share code "AEA". Thecompany is currently quoted on AIM, a market of that name operated by the LondonStock Exchange plc ("AIM") Says Chairman John Park: "In seeking a listing on AltX we wanted to raise theawareness of the company and to give South African investors an opportunity toinvest directly in African Eagle and its African projects. The South Africanmarket, with its understanding of both mining and Africa, provides African Eaglewith another potential source of capital and all investors with an additionalmarket for trading African Eagle ordinary shares." African Eagle aims to get two or more of its projects into production withinthree to five years, with the revenue supporting a pipeline of furtherdiscoveries and developments. The company's board and management combine considerable experience in mineralexploration and mining, with excellent local knowledge of the Central, Easternand Southern African regions through direct involvement over many years. In July 2007 African Eagle raised capital from selected South African andUK-based investors in a private placing, in African Eagle's largest singlecapital raising undertaken to date. At the close of the private placing on 27 July 2007, African Eagle had receivedirrevocable applications from South African investors to subscribe for45,457,310 African Eagle shares at a price of R1.95, totalling R88 million.Further to this, JP Morgan Fleming Natural Resources Fund, a long-standingshareholder in the UK, committed to subscribe for 8 000 000 shares at the poundsterling equivalent of R1.95. The pre-listing statement will be issued on Monday, 20 August 2007 and theabridged pre-listing statement is attached. Application will be made for the 53,457,310 Placing shares to be admitted to trading on AIM with effect from 24 August 2007 Queries: Russell and AssociatesCharmane Russell James Duncan011 880 3924 (Tel) 011 880 3924 (Tel)082 372 5816 (Mobile) 082 892 8052 (Mobile) Seymour Pierce LimitedNicola Marrin+44 20 7107 8000 African Eagle Resources plc(Incorporated in England and Wales, registered number 3912362)AIM share code: AFE AIM ISIN: GB0003394813JSE share code: AEA JSE ISIN: GB0003394813("African Eagle" or "the Company") Abridged pre-listing statement This abridged pre-listing statement is prepared in terms of the JSE Limited("JSE") Listings Requirements ("Listings Requirements") in connection with asecondary listing of the entire issued share capital of African Eagle on theAlternative Exchange of the JSE ("Altx"). African Eagle is currently quoted onAIM, a market of that name operated by the London Stock Exchange plc ("AIM").This abridged pre-listing statement is not an invitation to the public tosubscribe for or an offer to the public to purchase African Eagle shares, but isissued in compliance with the Listings Requirements for the purpose of givinginformation to the public with regard to African Eagle. The JSE has granted approval for a secondary listing by way of an introductionof all African Eagle shares on the Altx under the abbreviated name "AFEAGLE",with effect from the commencement of business on Friday, 24 August 2007 ("theListing Date"). At the Listing Date, the authorised share capital of AfricanEagle will comprise 400 000 000 ordinary shares of 1 pence each. The issuedshare capital of African Eagle will comprise 207 506 454 ordinary shares of 1pence each. 1. Introduction African Eagle is currently quoted on AIM in the United Kingdom. There are alsotrading facilities for its shares on the PLUS market in the UK and theBerlin-Bremen Stock Exchange in Germany. African Eagle is a mineral exploration and development company operating inZambia, Tanzania and Mozambique. These three countries all have highlyprospective geology, relatively low above-ground risks and track records ofsuccessful major investments in the metals and minerals industries. The AfricanEagle group's principal focus is on copper and gold but its portfolio alsoincludes projects with potential for uranium, platinum group metals, basemetals, silver and coal. African Eagle's board and management combine considerable experience in mineralexploration and mining with excellent local knowledge of the region throughdirect involvement over many years, a high-tech approach to exploration and anup-to-date understanding of the geology and economics of mineral deposits. Themanagement team has a track record of taking projects from grassrootsexploration through evaluation and feasibility, then into operation or jointventure with major mining companies. Several members of the team have previouslytaken an exploration company from start-up to eventual takeover by a majormining group. The Company's advanced projects, which are being fast-tracked towardsproduction, are the Mkushi copper project in Zambia and the Miyabi gold projectin Tanzania. These projects both have JORC compliant resources. African Eaglealso holds a large portfolio of earlier stage gold and base metal projects,including the Ndola copper project and the Eagle Eye iron-oxide copper goldproject, both in Zambia. 2. Incorporation and history of African Eagle African Eagle was established by its Managing Director, Mark Parker in late1996, initially as a private company called Twigg Resources Limited. Shares in apublic vehicle, Twigg Minerals plc, which acquired Twigg Resources Limited, wereadmitted to trading on the OFEX market (now PLUS Markets) in March 2000. InAugust 2002, the Company acquired Australian junior explorer African EagleResources Limited in a share for share deal, bringing a group of Zambianprojects into the portfolio. In September 2002, the Company's name was changedto African Eagle Resources plc and in June 2003, the Company's shares wereadmitted to trading on AIM. 3. Objective and strategy African Eagle's objective is to use its skills and abilities to identify,acquire, explore and evaluate mineral deposits in Africa and to maximise thevalue of its discoveries. The Company's aim is to have revenue from two or more projects in production inthree to five years time, supporting a pipeline of further developments anddiscoveries. The Company's business strategy is: - to obtain a revenue stream as quickly as possible by bringing one or more projects into production through development partnerships with suitable industrypartners; - to ensure future upside by continuing to acquire and cost-effectively to explore promising early stage projects; - to focus on copper and gold projects in politically stable countries of eastern and southern Africa, while maintaining portfolio diversity to spread risk and maximise opportunity; and - to seek corporate opportunities which further these objectives. 4. Purpose of the listing on AltX The main purposes of the listing on Altx are to:- enhance potential investors' awareness of African Eagle;- facilitate direct investment in African Eagle by South African investors;- provide African Eagle with another potential source of capital; and- provide investors with an additional market for trading African Eagle ordinaryshares. 5. Directors of African Eagle The names, ages, qualifications, nationalities, business addresses and functionsof the directors of African Eagle are outlined below: Directors Business address Function------------------ ------------------ ------------------John Gordon Park (59) 2nd Floor Non-executive ChairmanBSc (Hons), FAusIMM, CPMan, 6 - 7 QueenMAIME StreetAustralian London EC4N 1SP United Kingdom------------------ ------------------ ------------------Mark Edwin Parker (55) 2nd Floor Managing directorBA (Hons), MIMMM 6 - 7 Queen StreetBritish London EC4N 1SP United Kingdom------------------ ------------------ ------------------Christopher Davies (49) 2nd Floor Operations directorFAusIMM, FSEG, MSc, DIC, BSc 6 - 7 Queen(Hons) StreetBritish London EC4N 1SP United Kingdom------------------ ------------------ ------------------Bevan John Metcalf (49) 2nd Floor Finance director and company secretaryACA(NZ), BMS 6 - 7 Queen StreetNew Zealand London EC4N 1SP United Kingdom------------------ ------------------ ------------------Euan Arthur Worthington (51) 2nd Floor Non-executive deputy chairman CEng, MSc, DIC, BSc (Hons), 6 - 7 QueenFIMMM StreetBritish London EC4N 1SP United Kingdom------------------ ------------------ ------------------Geoffrey William Cooper (65) 2nd Floor Non-executive director LLB Barrister 6 - 7 Queen StreetBritish London EC4N 1SP United Kingdom------------------ ------------------ ------------------ 6. The Private Placing During the second half of July 2007, African Eagle raised capital from selectedSouth African and UK-based investors ("the Private Placing"). This was AfricanEagle's largest single capital raising undertaken to date. At the close of thePrivate Placing on 27 July 2007, African Eagle had received irrevocableapplications from South African investors to subscribe for 45 457 310 AfricanEagle shares of 1 pence each at a price of R1.95 totalling R88 641 755. Furtherto this, JP Morgan Fleming Natural Resources Fund, a long-standing existingshareholder in the UK, confirmed that it would subscribe for 8 000 000 shares atthe pound sterling equivalent of R1.95. The subscription price was at a 7.7%discount to the AIM quoted price at the time that the decision to proceed withthe Private Placing was made. Shares subscribed for in terms of the Private Placing will be issued on theListing Date upon receipt of the subscription amounts payable on that day. Theshares to be issued in terms of the Private Placing will rank pari passu withthe existing ordinary shares in issue and have no convertibility or redemptionprovisions attaching to them. 7. Pro forma financial information Based on the IFRS consolidated audited results of African Eagle for the yearended 31 December 2006, the unaudited pro forma financial effects of the PrivatePlacing on African Eagle's earnings per share ("EPS"), headline earnings pershare ("HEPS"), net asset value per share ("NAV") and net tangible asset valueper share ("NTAV") are set out below. This unaudited pro forma financialinformation has been prepared for illustrative purposes only and because of itsnature may not fairly present African Eagle's financial position and results ofoperations, nor the effect and impact of the Private Placing going forward, andis the responsibility of African Eagle's directors. --------------------------- ---------- --------- ---------Per African Eagle ordinary Before the Private After the Private Changeshare (pence) Placing(1) Placing(2) & (3) (%)--------------------------- ---------- --------- ---------EPS (1.0) (0.7) 30%HEPS (0.8) (0.6) 25%NAV 6.8 8.4 24%NTAV 1.8 4.8 167%Weightedaverage number of shares usedto calculatedEPS and HEPS(000) 135 728 466 189 185 776 40%Number ofshares used tocalculate NAVand NTAV 147 824 890 201 282 200 36%--------------------------- ---------- --------- --------- Notes:1. Extracted without material adjustment from the IFRS consolidated historicalfinancial information of African Eagle for the year ended 31 December 2006.2. Based on the assumption that the Private Placing took place on 1 January 2006for income statement purposes and 31 December 2006 for balance sheet purposes.3. After taking into account the issue of 53 457 310 ordinary shares in terms ofthe Private Placing.4. After taking into account the gross proceeds of the Private Placing of £7 408054 (based on an exchange rate of 14.07 for the capital raised in South Africa)less the expenses related to the listing of £466 767. 8. Prospects The Company's aim is to to have revenue from two or more projects in profitableproduction in three to five years time, supporting a pipeline of furtherdevelopments and discoveries. Since its admission to AIM four years ago, African Eagle has built up andevaluated a substantial portfolio of projects. 9. Share capital of African Eagle Details of African Eagle's share capital before the Private Placing and afterthe Private Placing are set out below: £------------------------------------- --------------Before the Private Placing 4 000 000Authorised400 000 000 ordinary shares of 1 pence each------------------------------------- --------------Issued 1 540 491154 049 144 ordinary shares of 1 pence each 12 416 092Share premium------------------------------------- -------------- Total 13 956 583------------------------------------- --------------After the Private Placing 4 000 000Authorised400 000 000 ordinary shares of 1 pence each------------------------------------- --------------Issued 2 075 064207 506 454 ordinary shares of 1 pence each 18 822 806Share premium------------------------------------- -------------- Total 20 897 870------------------------------------- -------------- All the issued and outstanding shares of African Eagle are of one class, namelyordinary shares with a par value of 1 pence each, ranking pari passu in allrespects. The entire issued share capital of African Eagle will be listed on theJSE. 10. Pre-listing statement The pre-listing statement will be issued on Monday, 20 August 2007. Englishcopies of the pre-listing statement can be obtained during normal business hoursbetween 08h00 and 17h00 from the date of issue of the pre-listing statement upto and including Monday, 17 September 2007 at the addresses detailed below: ------------------------- -------------------------African Eagle Nedbank Capital Corporate Finance2nd Floor 3rd Floor6 - 7 Queen Street Corporate PlaceLondon EC4N 1SP 135 Rivonia RoadUnited Kingdom Sandown, 2196 17 August 2007 Investment bank, corporate adviser and sponsorNedbank Capital Nominated Adviser in EnglandSeymour Pierce Limited Solicitors in EnglandCobbetts LLP Attorneys in South AfricaWerksmans Inc Independent reporting accountants and auditors in EnglandGrant Thornton UK LLP Independent competent personSRK Consulting (UK) Limited This information is provided by RNS The company news service from the London Stock Exchange