ATC Music Group plc Regulatory News (ATC)

2 Nov 2007 17:27

AIM02 November 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME:Summit Resources plc - to be renamed Atlantic Coal plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :Registered Office: 200 StrandLondonWC2R 1DJ Trading address: Claridge House32 Davies StreetLondon W1K 4ND COUNTRY OF INCORPORATION:England & Wales - registration number 5315929 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:http://www.summitresourcesplc.com Note that the Company's website will be changed at Admission to www.atlanticcoal.com. COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: Summit Resources plc has entered into an agreement to acquire the Stockton Coal Group (the "Acquisition Agreement"). The transaction constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies. The AcquisitionAgreement is conditional, inter alia, on the approval of certain resolutions by shareholders at an ExtraordinaryGeneral Meeting, which is to be held on 13 November 2007. Subsequent to shareholders approval, the Company willbe readmitted to AIM as Atlantic Coal plc (ticker: ATC). Summit Resources plc ('Summit') Summit was admitted to trading on AIM on 8 June 2006 as an investing company. A net total amount of £3,438,480was raised at Admission. Since Summit's admission to AIM the Directors have been reviewing various opportunities in line with theCompany's investment and acquisition strategy. Summit has generally sought to make an investment and/oracquisition where some exploration activity has already been carried out and a resource has been identified.Furthermore Summit has sought to acquire interests in natural resource projects such as exploration permits andlicences, processing plants or working mines. Consequently, the Directors believe that the opportunity to acquirea significant stake in a working mine in a low political risk environment represents an excellent opportunity forShareholders. With this investment strategy in mind, the Board identified the Stockton Coal Group as a potential target for anacquisition. The Stockton Coal Group ("SGC") The Stockton Coal Group comprises a group of US companies and partnerships namely Coal Contractors (1991) Inc.Stockton Anthracite LP and Stockton Anthracite LLC. The business of SGC consists of the ownership and operation of the Stockton Colliery which comprises the StocktonMine, an established union free anthracite surface mine which encompasses about 900 land acres in the Hazle CreekValley, Pennsylvania, USA and a new anthracite preparation plant which currently produces a variety of sizes ofclean coal products for sale. Due to its high carbon quality and the specialised markets it serves, Pennsylvaniaanthracite is considered a "niche industry" within the US coal sector. The Company's Competent Person, J T Boyd Company, estimates that there is over 10 years of mine life fromexisting reserves at an average production rate of 400,000 ROM tons per annum. The Stockton Mine has historicallyproduced annual revenues of over $11 million per year and an annual output of over 450,000 ROM tons of coal.Based on historic production levels, the mine is capable of and is projected to produce approximately 450,000 ROMtons of coal per year. It is anticipated that of the 450,000 ROM tons produced, 300,000 tons will be processed bythe new preparation plant to yield approximately 150,000 tons of clean anthracite product (currently saleablelocally at an average price of circa $120 per ton) and the remaining 150,000 tons of ROM output will be soldunder existing ROM sales commitments. Valuation and Consideration Based on the current mining projections the pre tax net present value of the free cash flow from SGC's operationshas been valued at $33,974,000 using a discount rate of 10 per cent. and at $44,153,000 using a discount rate of5 per cent. SGC had audited net liabilities of ($3,260,755) at 31 August 2006 and unaudited net liabilities of($5,152,909) at 28 February 2007. Under the terms of the Acquisition Agreement the Company agreed to pay the consideration by the allotment andissue on Completion of 400,000,000 new ordinary shares of 0.07p (" the Consideration Shares") and 36,208,000 newordinary shares ("the Loan Conversion Shares") by the Company to the Vendors, credited as paid up at 2.5p per NewOrdinary Share ("the Consideration Share Price"). Pursuant to the Acquisition the Company will issue inaggregate 494,131,736 new ordinary shares ("the New Ordinary Shares") to the owners of SGC, and to certaincreditors of SGC and to certain professional advisers of the Company. At the Consideration Share Price the value of the Consideration Shares will be £10 million, and the value of allthe New Ordinary Shares will be approximately £12.35 million. The New Ordinary Shares will represent 64.85 per cent of the Enlarged Share Capital and will, when issued, rankpari passu in all respects with the other ordinary shares then in issue, including all rights to all dividendsand other distributions declared, made or paid following Admission. The Enlarged Group's main base of operations for the foreseeable future is the USA, with the Board of the Companyoperating out of the UK. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares): Number of Ordinary shares to be admitted: 762,000,000 Nominal value: 0.07p Issue price: 2.5p Number of treasury shares: N/A Restrictions on the transfer of shares: None CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: Capital to be Raised on Admission: None Market Capitalisation at the Issue price: £19,050,000 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:53.76% (409,711,149 Ordinary Shares) DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED: The Company is currently listed on AIM and on no other exchange or trading platform. FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known): Current Directors: Christopher Walter Lambert Non-Executive Chairman Malcolm Raymond Scott James Non-Executive Director Jade Lauren Styants Non-Executive Finance Director Toby David Howell Executive Director Proposed Directors of the Enlarged Group: Christopher Walter Lambert Non-Executive Chairman Stephen Best Managing Director Raymond John Petrilla Finance Director Toby David Howell Non-Executive Director Gregory Kuenzel Non-Executive Director and Company Secretary FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Shareholder Number of Percentage of Number of Percentage Ordinary Ordinary Ordinary of Ordinary Shares prior Shares prior Shares at Shares at to Admission to Admission Admission Admission Vidacos Nominees 17,500,000 6.53% 17,500,000 2.30%E Trade Securities Limited 44,925,000 16.77% 44,925,000 5.90%CCM Master Qualified Fund 42,800,000 15.98% 42,800,000 5.62%Limited Seapoint Investments 8,500,000 3.17% 8,500,000 1.12%Limited The Tectonic Fund 26,750,000 9.99% 26,750,000 3.51%Compagnie Internationale 16,500,000 6.16% 16,500,000 2.17%de Participations Bancaires et Financiares SA Highstyle Limited nil nil 116,666,315 15.31%Hichens Harrison & Co plc 745,000 0.28% 26,925,884 3.53%Rochas Holdings Limited nil nil 78,954,117 10.36%Stephen Best nil nil 136,492,199 17.91%Paul Alan Conley nil nil 29,000,742 3.81% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:Save for the Company's professional advisers and trade suppliers or customers, no person has received or enteredinto a contractual arrangement, for any fees, securities to the value of or any benefit to the amount of £10,000,directly or indirectly from the Company in the 12 months preceding the Company's admission to AIM. (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 December (ii) Final: 31 August 2006; Interim: 28 February 2007 - Stockton Coal Group (iii) 27 June 2008, 30 September 2008 ; 30 June 2009 EXPECTED ADMISSION DATE:19 November 2007 NAME AND ADDRESS OF NOMINATED ADVISER:HB Corporate40 Marsh WallLondonE14 9TP NAME AND ADDRESS OF BROKER:HB Corporate40 Marsh WallLondonE14 9TP OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: The Admission Document containing full details about the applicant and the admission of its securities, will beavailable from the following address: The offices of HB Corporate:- 40 Marsh WallLondonE14 9TP The Company's registered office:- 200 StrandLondonWC2R 1DJ The Company's website: www.summitresourcesplc.com DATE OF NOTIFICATION:2 November 2007 NEW/ UPDATE:New This information is provided by RNS The company news service from the London Stock Exchange