8 Apr 2016 13:25
8 April 2016 AIM:AMA
Amara Mining plc
("Amara" or the "Company")
RECOMMENDED COMBINATION
OF
PERSEUS MINING LIMITED
AND
AMARA MINING PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
RESULTS OF COURT AND GENERAL MEETING
The Board of Amara is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Perseus Mining Limited ("Perseus") (ASX/TSX: PRU) of the entire issued and to be issued ordinary share capital of Amara, to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Amara Shareholders voted to:
· approve the Scheme by the necessary majority, at the Court Meeting; and
· pass the Special Resolution in connection with the approval of the Scheme, the re-registration of Amara as a private company and the amendment of Amara's Articles of Association, at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 18 March 2016 that was sent to Amara Shareholders (the "Scheme Document"), which is available on Amara's website at www.amaramining.com.
Unless otherwise stated, capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Voting results of the Court Meeting
At the Court Meeting, the required majority in number of those Scheme Shareholders present and voting, either in person or by proxy, representing approximately 90.23 per cent. in nominal value of all Scheme Shares in respect of which votes were cast, voted in favour of the Scheme. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:
Results of Court Meeting | Number of Scheme Shares voted | Percentage of Scheme Shares voted | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme |
FOR | 234,184,691 | 90.03 | 120 | 90.23 | 55.66 |
AGAINST | 25,923,023 | 9.97 | 13 | 9.77 | 6.16 |
TOTAL | 260,107,714 | 100.00 | 133 | 100.00 | 61.82 |
Voting results of the General Meeting
At the General Meeting, the Special Resolution was duly passed on a poll vote. The voting of those Amara Shareholders who cast votes either in person or by proxy at the General Meeting was as follows:
Special Resolution | Number of votes | Percentage of votes |
FOR | 254,607,630 | 90.76 |
AGAINST | 25,931,020 | 9.24 |
TOTAL | 280,538,650 | 100 |
WITHHELD * | 4,000 |
|
* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.
Scheme Court Hearing
In order to become effective, the Court will need to sanction the Scheme at the Scheme Court Hearing. 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.
Expected Timetable of Events and Next Steps
Completion of the Combination remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the aforementioned sanction of the Scheme. A full list of the Conditions to the implementation of the Combination is included in the Scheme Document.
It is intended that dealings in Amara Shares will be suspended at 7.30 a.m. on 18 April 2016 (not 5.00 p.m. on 15 April 2016, as previously set out in the Scheme Document). The last day for dealings in, and for registration of transfers in Amara Shares will therefore be 15 April 2016. If the Court sanctions the Scheme it is intended that Perseus will procure that Amara makes an application to cancel the admission to trading of Amara Shares on AIM, to take effect on 22 April 2016. The above dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied.
The expected timetable of remaining 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 or 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 or 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 or 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.
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 are contained in the Scheme Document. 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.
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.
Publication of this Announcement
Pursuant to Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions, be available for inspection on Amara's website at www.amaramining.com and Perseus's website at www.perseusmining.com no later than 12 noon (London time (BST)) 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. |
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APPENDIX
EXPECTED TIMETABLE OF 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.
Event | Time and/or date |
| |
The following dates are indicative only and are subject to change1 |
| ||
Scheme Court Hearing (to sanction the Scheme) | 15 April 2016 |
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Last day of dealings in, and for registrations of transfers and disablement in CREST of, Amara Shares | 15 April 2016 |
| |
Scheme Record Time | 6.00 p.m. on 15 April 2016 |
| |
Dealings in Amara Shares suspended | 7.30 a.m. on 18 April 2016 |
| |
Scheme Effective Date | 18 April 2016 |
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Issue of New Perseus Shares and Warrants to Scheme Shareholders | 19 April 2016 |
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Expected time of admission of New Perseus Shares to trading on the ASX | Commencement of trading onASX on 21 April 20162 |
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Expected time of admission of New Perseus Shares to trading on the TSX | Commencement of trading on TSX on 21 April 20163 |
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Cancellation of admission of and dealings in Amara Shares | 22 April 2016 |
| |
Despatch of statements of entitlement | Prior to 2 May 20164 |
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Long Stop Date | 1 September 20165 |
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1 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 by posting 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.
2 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.
3 Commencement of trading occurs at 9.30a.m. Eastern Standard Time.
4 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 uncertificated issuer sponsored sub-register of Perseus Shares. CHESS confirmation advices shall be despatched to persons electing to hold their Perseus Shares on the uncertificated CHESS sub-register of Perseus Shares.
5 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.