BPC.L Regulatory News (BPC)

16 Dec 2005 08:25

Falkland Gold and Minerals Ltd16 December 2005 Falkland Gold and Minerals Limited (the "Company") Change in Shareholdings 16 December 2005 In accordance with Rule 17 of the AIM Rules, the Company announces that it wasinformed yesterday of acquisitions (the "Acquisitions") of 13,660,000 ordinaryshares in the capital of the Company by RAB Special Situations (Master) FundLimited ("RAB") at a price of 10 pence per ordinary share from two of theCompany's existing shareholders, South Atlantic Resources Limited and FalklandIslands Mineral Development Limited, representing those shareholders' entireshareholdings in the Company. Following the Acquisitions and previous purchases of ordinary shares in thecapital of the Company since the Company's admission to AIM on 9 December 2004("Admission") which were also announced to the Company yesterday, RAB's totalshareholding comprises 49,494,650 ordinary shares (amounting in aggregate to62.04% of the entire issued share capital of the Company). The legal andbeneficial ownership of the 49,494,650 ordinary shares are set out in the tablebelow. As the Company is incorporated in the Falkland Islands, the City Code onTakeovers and Mergers (the "Code") does not apply to the Company. Despite thefact that the Code does not apply, as set out in the Company's AIM AdmissionDocument, the Articles of Association of the Company contain provisions which(in summary) entitle the Company's board (the "Board") to inter alia suspend thevoting rights of a shareholder if it (and those acting in concert with it) wouldbe required to make an offer to acquire all of the shares of other shareholdersof the Company under Rule 9 of the Code, if the Code applied to the Company (a "Mandatory Offer"), and has failed to do so within 21 days of when suchobligation would have arisen. RAB has informed the Board that it does not intend to make a mandatory offer insuch manner and, accordingly, the Board has the option, but not the obligation,to suspend all voting rights attributable to the ordinary shares held by RAB inthe Company. After due consideration of what they consider to be in the best interests of theCompany as a whole, the Board has agreed with RAB that RAB will limit itsexercise of voting rights to such number of ordinary shares as shall limit itstotal voting rights to 34.79 per cent (being the percentage of voting rightsheld by RAB at the time of Admission) of the issued share capital of the Companywhich may be voted (thereby excluding those shares which RAB is precluded fromvoting). Such restriction shall remain in place for a period expiring on theearlier of (a) 13 June 2007, (b) notification by the Company of the completionof stages II and III of the Company's exploration work (details of which are setout in the Company's AIM Admission document); (c) an offer being made for allthe shares in the capital of the Company other than those owned by the offeror;(d) the Company being notified (or it being publicly announced by the relevantperson(s)) that any person (other than Falkland Islands Holdings plc) togetherwith any person considered by the Company to be acting in concert with them hasacquired more than 20% of the voting rights in the Company (excluding, as above,those shares held by RAB in respect of which voting rights are suspended) and(e) the making of a Mandatory Offer by, or on behalf of, RAB. RAB has also agreed, as part of these arrangements, to an orderly marketarrangement with the Company and the Company's nominated adviser, W H IrelandLimited, governing any disposal of the ordinary shares acquired from SouthAtlantic Resources Limited and Falkland Islands Mineral Development Limited fora period of 12 months from the date hereof. RAB has confirmed to the Board its continued support of the Company's existingbusiness objectives and the Company's proposed exploration works programme asset out in the Admission Document issued at the time of Admission. The legal and beneficial ownership of the RAB Shares is as follows: Name of registered shareholder Name of beneficial holder Number of RAB Shares held Credit Suisse First Boston Client RAB Special Situations (Master) Fund 49,494,650 Nominees Limited Limited Richard Linnell, executive Chairman of the Company, commented that: "We remain optimistic about the prospects for commercial mineral deposits in theFalklands and are delighted with the continued support of RAB, our largestshareholder" Philip Richards, CEO of RAB Capital plc, commented: "We believe that FGML remains a well-funded exploration play in a potentialminerals province and that some of the many geological targets could prove to beviable mineral deposits. We continue to be supportive of management and havevoluntarily agreed to restrict our voting rights" Enquiries: Falkland Gold & Minerals Limited +27 82 440 6710Richard Linnell, Chairman David Hudd, Deputy Chairman + 44 (0)7771 893 267 Bell Pottinger Corporate & Financial +44 (0) 20 7861 3232Nick Lambert Philip Haydn-Slater - W.H. Ireland Limited +44 (0) 20 7220 1666 This information is provided by RNS The company news service from the London Stock Exchange