Altona Energy Regulatory News (ANR)

20 Mar 2008 16:00

Altona Resources PLC20 March 2008 Altona Resources Plc / Index: AIM / Epic: ANR / Sector: Exploration & Production 20th March 2008 Altona Resources Plc ("Altona" or "the Company") Notice of EGM Altona Resources Plc, the AIM listed Australian based energy company, givesnotice that an Extraordinary General Meeting ('EGM') of the Company will be heldat the Hilton London Green Park, Half Moon Street, Mayfair, London W1J 7EN on 14April 2008 at 10.30 am. The purpose of the resolutions sought at the EGM are to enable the Board tocomplete the share subscription agreement with Tongjiang International EnergyCo. Ltd, a Hong Kong based investment company, which was announced on 26February 2008. The funds raised will be used to provide the Company with asubstantial part of the funds required to complete the final stage of thebankable feasibility study for Altona's 10 million barrel per yearcoal-to-liquids and 560MW co-power generation Arckaringa Project in SouthAustralia. The Notice of the EGM has been posted to shareholders today, and the letter sentto shareholders by the Company's Chairman, Christopher Lambert, is copied below.Copies of these documents are available to view on the Company's website(www.altonaresources.com). Notice of Extraordinary General Meeting Dear Shareholder 1 INTRODUCTION On 26 February 2008 Altona Resources Plc (the "Company" or "Altona") announcedthat it had signed a share subscription agreement (the "Agreement") withTongjiang International Energy Co. Ltd ("Tongjiang"), a Hong Kong basedinvestment company, to raise £11,618,000 through the placing of 240,000,000 newOrdinary Shares ("New Shares") with Tongjiang. The funds raised will provideyour Company with a substantial part of the funds required to complete the finalstage of the bankable feasibility study for Altona's 10 million barrel per yearcoal-to-liquids and 560MW co-power generation Arckaringa Project in SouthAustralia ("Arckaringa"). The Board believe the Agreement to be an excellent and unrivalled opportunityfor Altona. It secures significant funding to progress Arckaringa at a time ofdifficult and volatile financial markets. Importantly, the Board believes thatTongjiang has relationships in China with potential offtakers, projectfinanciers and engineering companies which could provide great opportunities toprogress the development of Arckaringa. It can also potentially facilitateincreased access to the Chinese market, where there is increasingly strongdemand for investment in energy projects and to secure the supply of cleantransport fuels, including low sulphur diesel and jet fuel. The Agreement represents a key milestone in the Company's development andunderpins the management's ability to progress the Arckaringa Project and createshareholder value. The Agreement, at the time of signing and date of thisnotice, represents a significant premium to the market share price. Tongjiang has the right to appoint one director to the Board of Altona and theCompany looks forward to Tongjiang's contribution, complementing management'sextensive knowledge of the Arckaringa Project and key relationships with theSouth Australian Government. The purpose of this circular is to provide you with further details of theAgreement and the resolutions to be proposed in connection therewith at theforthcoming Extraordinary General Meeting of the Company on 14 April 2008. TheBoard urges all shareholders to vote in favour of the resolutions and thereforeunderpin the progress and development of the highly exciting and promisingArckaringa Project. 2 THE AGREEMENT Under the terms of the Agreement, Tongjiang will invest in Altona in threetranches: • Tranche 1: £1,045,000 by way of a subscription for 22,000,000 Ordinary Shares at 4.75p per share; this subscription was completed on 29 February 2008; • Tranche 2: £2,570,500 by way of a subscription for 53,000,000 Ordinary Shares at 4.85p per share expected to be completed by 15 April 2008; and • Tranche 3: £8,002,500 by way of a subscription for 165,000,000 Ordinary Shares at 4.85p per share expected to be completed by 30 June 2008. Application was made to the London Stock Exchange for the shares in respect toTranche 1 to be admitted to trading on AIM and admission became effective andtrading in the Tranche 1 New Shares commenced on 29 February 2008. The Tranche1 shares represent 7.2% of the Company's enlarged issued share capital. Thetotal number of Ordinary Shares in issue following the completion of Tranche 1is 305,165,784. Following the completion of Tranche 1 Tongjiang now has the right to appoint onedirector to the Board of the Company. The details of Tongjiang's nominateddirector will be provided following their appointment. Completion of the subscription for the Tranche 2 and 3 New Shares is subject tovarious conditions including, among other things, (i) compliance by the Companywith the warranties given by it in all material respects, (ii) the shareholdersof the Company resolving, in particular, to give the Company's directorssufficient authority to allot the Tranche 3 New Shares, to dis-apply anystatutory pre-emption rights in respect of the same and to approve, ifnecessary, the Tranche 3 subscription for the purposes of the City Code (inrelation to which see paragraph 7 below), and (iii) Tongjiang having obtained awritten waiver from the Panel negating any obligation on Tongjiang to make acompulsory offer whether under Rule 9 of, or otherwise under, the City Codewhich might exist in the absence of such waiver in connection with the Tranche 3subscription. Each of the Company and Tongjiang has provided reciprocal representations andwarranties (as at each completion date) regarding its status, authority andcapacity to enter into and perform the Agreement. The Company has providedadditional warranties to Tongjiang in respect of, among other things, the sharecapital of the Company, certain information provided to Tongjiang in connectionwith the transaction, the accounts of the Company and related financial matters,the absence of any litigation or other proceedings in respect of the Company andalso its assets. Following the completion of Tranches 2 and 3, it is expected that Tongjiang willhave, in aggregate, a 45.9% interest in the issued share capital of the Company. 3 TONGJIANG Tongjiang is a recently incorporated subsidiary of Tongjiang Group Limited,which has business interests in both China and abroad, primarily in energy andresources. The Board of Tongjiang include directors with experience in seniorgovernment, mining and industry positions within China. Below is a brief summaryof the Board: Wang Mingjian (Chairman) Mr. Wang, who graduated from Beijing Normal University in China, has been a keyofficial in Shanxi province and the Chinese Ministry of Coal & Cokes Industryfor more than ten years. He is currently Chairman of Tongjiang Energy Group andthe Sino-En Coal & Electricity Co. Mr. Wang has held many positions incommercial groups including General Manager of Siemens Chinese MobileCommunication Co. Michael Zheng Qiang (Director and CEO) Mr. Zheng Qiang started his career with the China Economic Commission as aneconomist and later as an economist with China Rare Earth Office, The StateCouncil Rare Earth Leading Group, State Planning Commission where he was incharge of rare earth production. Most recently he was a director of TSX listedAtlas Minerals (AMR) responsible for the Beijing Office which co-ordinatedrelations with Chinese entities and liaised directly with the ChineseGovernment. Other positions he has held include Deputy General Manager of ChinaRare Earth Development Corporation, which was a commercial arm of The StateCouncil Rare Earth Leading Group. Tian Qisheng (Director) Mr. Tian, a geologist who received a Masters from the China University of Miningand Technology, has extensive experience in the resource sector. He previouslyworked in the Shanxi Bureau for the Chinese Ministry of Coal & Cokes Industryand was President of Coal Mine and Senior Engineer at Shanxi Tongbao Energy Co.and Taiyuan Gengyang Group. Ai Huawen (Director) Mr. Ai, a senior engineer, has around 20 years' experiences of mining,metallurgy, coal products, exporting of raw materials, rare earth, and domestictrade. He worked for Sinosteel and Elkem for more than 14 years and iscurrently a General Manager in the Tongjiang Group. Shi Jianping (Director) Mr. Shi, an economics graduate from Shanxi Financial & Trade Institute, has manyyears of commercial and management experience. He has an in-depth knowledge ofthe Chinese coal, energy, chemical products and electricity constructionsectors, and has close ties and relationships with the Chinese government. 4 RESOLUTIONS The resolutions to be proposed at the Extraordinary General Meeting are set outin full in the notice of meeting attached to this document. 5 AUTHORITY TO ALLOT SHARE CAPITAL AND WAIVER OF PRE-EMPTION RIGHTS It is necessary to renew the Board's authority to allot the Company's sharecapital, and to waive pre-emption rights in relation thereto, to enable, inparticular, the allotment of New Shares to Tongjiang pursuant to the Tranche 3subscription. 6 AMENDMENT TO ARTICLES OF ASSOCIATION The provisions of the Companies Act 2006 are in the process of being broughtinto force with all provisions expected to be in force by 1 October 2009. TheCompany therefore proposes to adopt new articles of association at theforthcoming Extraordinary General Meeting to incorporate certain new provisionsand reflect other recent changes in the law as well as to incorporate some ofthe key changes (including procedural changes) introduced by the Companies Act2006 which are currently (or soon to be) in force, including: (a) to enable the Company to communicate with shareholders by electronic and/or website communications; (b) to remove the chairman's casting vote in the case of an equality of votes at a meeting of the Shareholders (as this is incompatible with the relevant provisions of the Companies Act 2006); (c) to reduce the notice period for calling an extraordinary general meeting from 21 clear days to 14 clear days (the Companies Act 2006 permits a company to call a general meeting on 14 clear days notice unless required otherwise by its articles of association); (d) to incorporate certain protections similar to those provided in Rule 9 of the City Code on Takeovers and Mergers (as to which see paragraph 7 below); (e) to enable proxies to vote on a show of hands, as well as on a poll as currently provided for and to allow multiple proxies to be appointed (provided that each proxy is appointed to exercise the rights attached to a different share held by the shareholder); (f) to remove the obligation on directors reaching the age of 70 from having to retire from office at every annual general meeting; and (g) to allow the directors to authorise conflicts or potential conflicts of interest, where appropriate although such provisions will only take effect once all of the provisions of the Companies Act 2006 are in force. The Company intends to consider proposing further amendments to its Articles ofAssociation to fully reflect the provisions of the Companies Act 2006 once allof the provisions are in force. A copy of the proposed new articles of association will be available at theregistered office of the Company during normal business hours until the date ofthe extraordinary general meeting and, on that date, at the place of the meetingfrom at least 15 minutes prior to the meeting until its conclusion. 7 CITY CODE As Altona's place of central management is no longer in the UK, the ChannelIslands or the Isle of Man, the Panel has confirmed that Altona is not subjectto the City Code. This means that shareholder approval is not required for Tranche 3 for thepurposes of the City Code and that the protections afforded by the City Code arenot applicable to Altona. As noted in paragraph 6, the proposed new Articles ofAssociation therefore incorporate certain protections similar to those providedin Rule 9 of the City Code. Under Rule 9 of the City Code where any person orgroup of persons acting in concert acquires shares which, when taken togetherwith shares already held by such person or persons, carry 30 per cent. or moreof the voting rights of a company which is subject to the City Code such personor persons would normally be required to make a general offer to all theremaining shareholders of that company to acquire their shares. Similarly, whenany person or persons acting in concert already hold more than 30 per cent., butnot more than 50 per cent., of the voting rights of such a company, a generaloffer will normally be required if any further shares are acquired. The Rule 9equivalent protection wording is contained in Article 18.1 of the Articles whichprovides, among other things, that where a person would be required to make amandatory offer (if the City Code had applied) the Board may, in theirdiscretion, disenfranchise any person who does not make such an offer for theperiod during which the obligation to make such an offer would have continued toexist if the City Code had applied. The Directors have resolved that, if thearticles are approved, they will not exercise their discretion for the purposesof Article 18.1 in connection with the Tranche 2 and 3 subscription. 8 ACTION TO BE TAKEN A form of proxy is enclosed for use by Shareholders at the Extraordinary GeneralMeeting. If you are a Shareholder, you are requested to complete, sign andreturn the form of proxy, whether or not you intend to be present at themeeting, and return it to Share Registrars Limited, Craven House, West Street,Farnham, Surrey GU9 7EN. The completion and return of a Form of Proxy will notprevent you from attending the meeting and voting in person should yousubsequently wish to do so. 8 RECOMMENDATION The Directors consider that the proposed resolutions are in the best interestsof the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of theresolutions being proposed at the Extraordinary General Meeting, as they intendto do or procure to be done in respect of their own and their connected persons'beneficial holdings. Yours faithfully Christopher Lambert Chairman NOTICE OF EXTRAORDINARY GENERAL MEETING ALTONA RESOURCES PLC (Incorporated in England and Wales under the Companies Act 1985 with RegisteredNumber 05350512) NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of the above namedCompany will be held at the Hilton London Green Park, Half Moon Street, Mayfair,London W1J 7EN on 14 April 2008 at 10.30 am for the transaction of the followingbusiness: To consider and, if thought fit, to pass the resolutions set out below of whichresolution 1 will be proposed as an ordinary resolution and resolutions 2 and 3will be proposed as special resolutions: ORDINARY RESOLUTIONS 1 THAT in substitution for all existing authorities under the followingsection to the extent unutilised, the Directors be generally and unconditionallyauthorised pursuant to Section 80 of the Companies Act 1985 (the "Act") to allotrelevant securities (within the meaning of that section) up to an aggregatenominal amount of £350,000. The authority referred to in this resolution shallbe in substitution for all other existing authorities, and shall expire (unlesspreviously renewed, varied or revoked by the Company in general meeting) at theearlier of the next Annual General Meeting of the Company and the date falling15 months following the date of the Extraordinary General Meeting being convenedby this Notice. The Company may, at any time prior to the expiry of theauthority, make an offer or agreement which would or might require relevantsecurities to be allotted after the expiry of the authority and the Directorsare hereby authorised to allot relevant securities in pursuance of such offer oragreement as if the authority had not expired. SPECIAL RESOLUTIONS 2 THAT in substitution for all existing authorities to the extent unutilised,the Directors, pursuant to Section 95 of the Act, be empowered to allot equitysecurities (within the meaning of Section 94(2) of the Act) for cash pursuant tothe authority conferred by Resolution 1 as if Section 89(1) of the Act did notapply to any such allotment provided that this power shall be limited to: (a) the allotment of equity securities where such securities have beenoffered (whether by way of a rights issue, open offer or otherwise) to theholders of ordinary shares in the capital of the Company in proportion (asnearly as may be) to their holdings of such ordinary shares but subject to suchexclusions or other arrangements as the Directors may deem necessary orexpedient to deal with equity securities representing fractional entitlementsand with legal or practical problems under the laws of, or the requirements of,any regulatory body or any stock exchange in, any territory; and (b) the allotment, other than pursuant to (a) above, of equity securities: (i) arising from the exercise of options and warrants outstanding at the date of this resolution; (ii) pursuant to one or more placings of equity securities by the Company for cash to raise up to £10,573,000 (in aggregate); and (iii) other than pursuant to (i) and (ii) above, up to an aggregate nominal value of £100,000, and this power shall, unless previously revoked or varied by special resolutionof the Company in general meeting, expire at the earlier of the conclusion ofthe next Annual General Meeting of the Company and the date falling 15 monthsfollowing the date of the Extraordinary General Meeting being convened by thisNotice. The Company may, before such expiry, make offers or agreements whichwould or might require equity securities to be allotted after such expiry andthe Directors are hereby empowered to allot equity securities in pursuance ofsuch offers or agreements as if the power conferred hereby had not expired. 3 THAT the form of the articles of association produced to the meeting andinitialled by the chairman of the meeting for the purpose of identification beand is hereby adopted as the articles of association of the Company. Christopher LambertChairmanDated 20th March 2008 Notes: 1 As a shareholder of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. A proxy need not be a member of the Company. 2 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any joint holders. For these purposes, seniority shall be determined by the order of the names appearing in the register of members in respect of the joint holding. 3 In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation. 4 To be valid, such proxy card and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney must be deposited with the Registrars of the Company, Share Registrars Limited, Craven House, West Street, Farnham, Surrey GU9 7EN (or faxed to Share Registrars Limited on 01252 719232), in accordance with the instructions printed thereon, so as to be received no later than 48 hours before the time of the meeting, or any adjournment thereof. 5 The completion and return of a proxy card will not affect the right of a member to attend, speak and vote in person at the meeting convened by this notice. 6 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Registrars of the Company, Share Registrars Limited, Craven House, West Street, Farnham, Surrey GU9 7EN (on telephone number 01252 821390). 7 To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant " withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 8 Pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, members will be entitled to attend and vote at the meeting if they are registered on the Company's register of members 48 hours before the time appointed for the meeting or any adjournment thereof. 9 A copy of the proposed new articles of association will be available at the registered office of the Company during normal business hours until the date of the extraordinary general meeting and, on that date, at the place of the meeting from at least 15 minutes prior to the meeting until its conclusion. **ENDS** For further information visit www.altonaresources.com or please contact:Christopher Lambert Chairman Tel: +44 (0) 207 024 8391 Christopher Schrape Managing Director Tel: +61 (0) 417 984 434 Hugh Oram Nabarro Wells & Co. Limited Tel: +44 (0) 207 710 7400 Alastair Stratton Matrix Corporate Capital LLP Tel: +44 (0) 207 925 3300 Victoria Thomas St Brides Media & Finance Tel: +44 (0) 207 242 4477 Notes to Editors: About Altona Altona Resources Plc is an Australian based energy Company that listed on theAIM market of London Stock Exchange in March 2005. Altona's primary focus isthe completion of a bankable feasibility study for its wholly owned ArckaringaProject for an integrated 10 million barrel per year Coal to Liquid ('CTL')plant with a 560 MW co-generation power facility. The Company holds, through its wholly owned subsidiary Arckaringa Energy PtyLtd, a 100% interest in three exploration licences covering 2,500 sq. km in thenorthern portion of the Permian Arckaringa Basin in South Australia. Theseinclude three coal deposits, Westfield (EL3360), Wintinna (EL3361) andMurloocoppie (EL3362). All three lie close to the Adelaide to Darwin railwayand the Stuart Highway. Containing more than 7.5 billion tonnes of coal (basedon previous JORC equivalent standards of the time) these coal deposits areeffectively one of the world's largest undeveloped energy banks, capable ofconversion into clean liquid fuels, low cost power and high value industrialfeedstocks. About Coal-to-Liquids (also see www.altonaresources.com) CTL is a proven technology which converts coal into more environmentally cleanand manageable energy sources including gas and synthetic fuels. The processinvolves two major stages, gasification to produce synthetic gas ("Syngas") richin hydrogen and carbon, and a liquefication stage where the Syngas is reactedover a catalyst to produce high quality, ultraclean synthetic fuels and chemicalfeedstocks. CTL is a prime example of clean coal technology - the associated combined cycleunits produce negligible sulphur oxides, significantly less nitrogen oxides and10 - 20% less CO2 per unit of power generated than a conventional coal firedplant, whilst carbon capture and storage offers the potential to reduce theoverall greenhouse gas emissions from CTL to below the "well to wheel" level offuels derived from crude oil. The technology is best demonstrated in South Africa, where currently 30% of thecountry's gasoline and diesel fuel needs are met through CTL plants. This information is provided by RNS The company news service from the London Stock Exchange