AMBR.L Regulatory News (AMBR)

Ambrian plc

("Ambrian" or the "Company")

Update on Mechanical Completion of Cement Plant in Mozambique

On 8 May 2015, Ambrian announced the allotment and issue to Consolidated General Minerals plc ("CGM") of Initial Convertible Securities and two tranches of Deferred Convertible Securities as consideration for its acquisition of CGM's shareholding in Ambrian Metals Limited (following its merger with Consolidated General Minerals (Schweiz) AG (the "Merger")). As also announced by Ambrian on 8 May 2015, the liquidators of CGM confirmed to Ambrian that day that they had immediately distributed all such securities to CGM shareholders pro rata to their holdings of CGM ordinary shares at the record date of 3 May 2015 (or to charity in respect of CGM shareholders' fractional entitlements).

Mechanical completion and impact on the Merger consideration

Both tranches of the Deferred Convertible Securities have certain conditions attached which must be fulfilled prior to conversion into ordinary shares in Ambrian.

In particular, the conversion of the 19,414,205 First Tranche Deferred Convertible Securities, representing 10 per cent. of the total consideration under the acquisition agreement entered into between CGM and the Company in respect of Ambrian's acquisition of CGM's shareholding in Ambrian Metals Limited (the "Acquisition Agreement"), remained dependent on the cement plant in Mozambique achieving 'mechanical completion' by no later than 15 May 2015. The independent engineer appointed for the purpose has reported that the cement plant has not achieved 'mechanical completion' (as defined in the Acquisition Agreement). Consequently, the First Tranche Deferred Convertible Securities will not convert into ordinary shares in Ambrian and instead will automatically convert into 'special deferred shares' in accordance with the rights attaching to the First Tranche Deferred Convertible Securities (as set out in paragraph (b) of resolution no. 4 passed at Ambrian's General Meeting on 5 March 2015). These 'special deferred shares' are effectively valueless and no certificates will be issued to the shareholders of CGM in respect of them.

As a result, the consideration for the Merger is that Ambrian will issue 19,414,205 fewer ordinary shares than was envisaged in Ambrian's AIM admission document dated 17 February 2015.

The conversion of the 9,707,102 Second Tranche Deferred Convertible Securities, representing 5 per cent. of the total consideration under the Acquisition Agreement, remains dependent on the dissolution of CGM.

Revised timetable for 'mechanical completion'

A revised timetable by the project management team and contractors anticipates that 'mechanical completion' will be achieved by the end of June 2015. Slippage of the timetable to completion is attributable to a number of factors such as slower than anticipated installation of the electrical components of the plant and testing thereof. Also of significance is the late delivery of some critical high voltage components that will adversely impact the completion date of the substation and the likely connection by the power utility of the plant to the main HV transmission line.

Robert Adair, Chairman of Ambrian, said:

"Whilst it is obviously disappointing that the Beira cement plant has not completed on schedule, we recognise that the timely completion of these sort of projects in the environment in which we are operating can be challenging and subject to delays caused by exogenous factors difficult to predict. We remain firmly convinced that the strategy underpinning the construction and development of this project in Mozambique will positively develop shareholder value and provide attractive returns for the Company. Our people and the contractors on site continue to spare no efforts to bring the plant into production as fast as possible."

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