Amara Mining Regulatory News (AMA)

18 March 2016 AIM:AMA

Amara Mining plc

("Amara" or the "Company")

RECOMMENDED COMBINATION

OF

PERSEUS MINING LIMITED

AND

AMARA MINING PLC

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 28 February 2016, Amara (AIM: AMA) and Perseus Mining Limited ("Perseus") (ASX/TSX: PRU) announced that they had reached agreement on the terms of a recommended combination of Amara with Perseus (the "Combination"), pursuant to which Perseus will acquire the entire issued and to be issued share capital of Amara in exchange for New Perseus Shares and Warrants. It is intended that the Combination will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Amara is today publishing a circular (the "Scheme Circular") to Scheme Shareholders, together with the associated Forms of Proxy. The Scheme Circular contains, amongst other things, a letter from the Chairman of Amara, an explanatory statement from BMO Capital Markets Limited, the full terms and conditions of the Scheme, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by Scheme Shareholders.

Notice of Shareholder Meetings

The Court Meeting and the General Meeting will both be held at K&L Gates LLP, One New Change, London EC4M 9AF on 8 April 2016. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned).

If Scheme Shareholders pass the necessary resolutions at the aforementioned meetings, it is anticipated that the Scheme Court Hearing will be held on or around 15 April 2016 and that the Scheme will become effective on or around 18 April 2016.

Publication of Scheme Document

The Scheme Circular will today be made available, subject to certain restrictions, on Amara's website at www.amaramining.com and Perseus's website at www.perseusmining.com and will be posted by Amara today to all Scheme Shareholders.

A shareholder helpline is available for Amara Shareholders. If you have any questions relating to the Scheme Circular or the completion and return of the Forms of Proxy, please call Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Capitalised terms in this Announcement, unless otherwise defined, have the meaning given to them in the Scheme Circular.

Expected Timetable of Principal Events

The expected timetable of principal events is attached as an Appendix to this Announcement.

For more information please contact:

Further information

BMO Capital Markets, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Amara and no one else in connection with the Combination and will not be responsible to any person other than Amara for providing the protections afforded to clients of BMO Capital Markets for providing advice in connection with the Combination or any other matter referred to herein.

Peel Hunt LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Amara and no one else in connection with the Combination and will not be responsible to any person other than Amara for providing the protections afforded to clients of Peel Hunt LLP for providing advice in connection with the Combination or any other matter referred to herein.

Arlington Group Asset Management Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Perseus and no one else in connection with the Combination and will not be responsible to any person other than Perseus for providing the protections afforded to clients of Arlington for providing advice in connection with the Combination or any other matter referred to herein.

This Announcement is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. This Announcement does not constitute a prospectus or a prospectus equivalent document.

Any vote by the Scheme Shareholders in respect of the Combination should only be made on the basis of the information contained in the Scheme Circular, which contains the full terms and conditions of the Combination (including details of how to vote). Amara Shareholders are advised to read the formal documentation in relation to the Combination carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Amara Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Amara may be provided to Perseus during the offer period as required under Section 4 of Appendix 4 of the Code.

Overseas jurisdictions

The availability of the New Perseus Shares and the Warrants in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves about, and observe any applicable restrictions. Amara Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in their relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement has been prepared for the purposes of complying with the laws of England and Wales, applicable Australian and Canadian securities laws and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The availability of the Combination, the New Perseus Shares and the Warrants to Amara Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Perseus or required by the Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any failure to comply with the restrictions of a Restricted Jurisdiction may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Amara and Perseus disclaim any responsibility or liability for the violation of such restrictions by any person. The Combination (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Combination will not be capable of acceptance from or within any Restricted Jurisdiction.

Further details in relation to overseas Amara Shareholders will be contained in the Scheme Circular. Neither the New Perseus Shares nor the Warrants have been, and will not be, registered under the US Securities Act 1933, as amended (the "US Securities Act") or the securities laws of any state, district or other jurisdiction of the United States and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The Combination is not being made in any US state or other jurisdiction where it is not legally permitted to do so. Accordingly, such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into such jurisdictions or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration or prospectus requirements or otherwise in compliance with all applicable laws).

Perseus and Amara intend to rely on an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof in connection with the consummation of the Combination and the issuance of New Perseus Shares and the Warrants. Amara Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Amara or Perseus prior to, or of Perseus after, the Effective Date will be subject to certain US transfer restrictions relating to the New Perseus Shares and the Warrants received pursuant to the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Amara will advise the Court that its sanctioning of the Scheme will be relied upon by Perseus as an approval of the Scheme following a hearing on its fairness to Amara Shareholders.

US shareholders should note that the Combination is made for the securities of an English company in accordance with the laws of England and Wales and the AIM Rules for Companies published by the London Stock Exchange. The Combination is subject to disclosure requirements of England and Wales that are different from those of the United States and Canada.

The receipt of New Perseus Shares and the Warrants pursuant to the Combination by a US Amara Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each Amara Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Combination.

It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws or Canadian securities laws, since Perseus is located in Australia and most of its officers and directors are residents of Australia. You may not be able to sue Perseus or its officers or directors in Australia for violations of the US or Canadian securities laws. It may be difficult to compel Perseus and its affiliates to subject themselves to a US or Canadian court's judgment. 

You should be aware that Perseus may purchase securities otherwise than under the Combination, such as in open market or privately negotiated purchases.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

Notes regarding New Perseus Shares and Warrants

Neither the New Perseus Shares nor the Warrants to be issued pursuant to the Combination have been and will not be registered under the relevant securities laws of Japan, New Zealand or the Republic of South Africa and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. Accordingly, neither the New Perseus Shares nor the Warrants are being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration or prospectus requirements or otherwise in compliance with all applicable laws).

The New Perseus Shares and the Warrants to be issued pursuant to the Combination will be issued in reliance upon ASIC Corporations (Compromises or Arrangements) Instrument 2015/358 without the publication of a prospectus.

The New Perseus Shares and the Warrants to be issued pursuant to the Combination will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", New Perseus Shares and the Warrants may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or to create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Perseus, such shareholder has no reasonable grounds to believe that Perseus is in default of securities legislation.

Dealing Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time (GMT)) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time (GMT)) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time (GMT)) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to the possible Combination involving Perseus and Amara. The words "believe", "expect", "anticipate", "project" and similar expressions, among others, generally identify forward-looking statements. These forward-looking statements are based on numerous assumptions and assessments made in light of Perseus's or, as the case may be, Amara's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that the Combination will not be completed, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to the Combination, adverse effects on the market price of Perseus Shares and on Perseus's or Amara's operating results because of a failure to complete the Combination, failure to realise the expected benefits of the possible Combination, negative effects relating to the announcement of the Combination or any further announcements relating to the Combination or the consummation of the Combination on the market price of Perseus Shares or Amara Shares, significant transaction costs and/or unknown liabilities, customer reaction to the announcement of the Combination, possible litigation relating to the Combination or the public disclosure thereof, general economic and business conditions that affect the combined companies following the consummation of the Combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and competitive developments. These factors are not intended to be an all-encompassing list of risks and uncertainties. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement could cause Perseus's plans with respect to Amara, Perseus's or Amara's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Perseus and Amara expressly disclaim any obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

Publication of this Announcement

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Combination will, subject to certain restrictions, be available for inspection on Perseus's website at www.perseusmining.com and Amara's website at www.amaramining.com no later than 12 noon (London time (GMT)) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Amara Shareholders may request a hard copy of this Announcement by contacting the Head of Investor Relations, Katharine Sutton, during business hours on +44 207 398 1420 or by submitting a request in writing to Katharine Sutton, Amara Mining plc, 29-30 Cornhill, London EC3V 3NF or by email to ir@amaramining.com. Amara Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme. All times shown in this document are London times unless otherwise stated. To the extent any of the below expected dates or times change, Amara will give notice of any such changes and details of the revised dates and/or times to Scheme Shareholders by issuing an announcement through a Regulatory Information Service.

1 If the blue Form of Proxy for the Court Meeting is not received by Capita Asset Services, by 11.00 a.m. on 6 April 2016, it may be handed

to the Chairman at the Court Meeting at any time before the taking of the poll and still be valid. However, the white Form of Proxy for the General Meeting must be received by Capita Asset Services by 11.15 a.m. on 6 April 2016 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours (excluding any part if a day that is not a working day) before the time and date set for the adjourned Meeting.

2 If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on

  the date which is two Business Days before the date fixed for the adjourned Meeting.

3 The General Meeting will commence at 11.15 a.m. on 8 April 2016 or, if later, as soon thereafter as the Court Meeting has been

concluded or adjourned.

4 These dates will depend, amongst other things, on the date upon which (i) the Conditions are either satisfied or (if capable of waiver)

waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme order is delivered to the Registrar of Companies. Amara will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service and byposting notice of these dates on its website (www.amaramining.com). Further updates of changes to other times or dates indicated above shall, at Amara's discretion, be notified in the same way.

5 Any references to a day after "D" are references to a Business Day. Amara reserves the right to delay the Scheme Court Hearing beyond

15 April 2016 if any of the Conditions are not satisfied.

6 Commencement of trading occurs at 10.00am Australian Eastern Standard Time. Admission of New Perseus Shares to trading requires

the allotment and issue of those New Perseus Shares and the satisfaction of customary conditions of ASX of a procedural or administrative nature. This date is therefore indicative and dependent upon satisfaction of those conditions.

7 Commencement of trading occurs at 9.30a.m. Eastern Standard Time.

8 Statements of entitlement shall be despatched to persons holding through the Corporate Sponsored Nominee Arrangement only. 

Issuer sponsored holding statements shall be despatched to persons electing to hold their Perseus Shares on the uncertificatedissuer sponsored sub-register of Perseus Shares. CHESS confirmation advices shall be despatched to persons electing to hold theirPerseus Shares on the uncertificated CHESS sub-register of Perseus Shares.

9 This is the latest date by which the Scheme may become effective unless Amara and Perseus agree, with the consent of the Panel and (if required) the Court, a later date.