BPC.L Regulatory News (BPC)

15 Jan 2007 07:01

Falkland Gold and Minerals Ltd15 January 2007 Falkland Gold and Minerals Limited (the "Company") Change in Shareholdings 15 January 2007 In accordance with rule 17 of the AIM Rules, the Company announces that it wasinformed on 12 January 2007 that RAB Special Situations (Master) Fund Limited ("RAB") has agreed to acquire 11,250,000 ordinary shares in the Company ("Shares") at a price of 6p per Share from Falkland Islands Holdings plc ("FIH")representing their entire shareholding in the Company. RAB's Shares will beheld in the nominee name of its custodian, which is Credit Suisse ClientNominees (UK) Limited. Immediately following the Acquisition and previous purchases of Shares, RAB'stotal shareholding in the Company will be 60,189,650 Shares, amounting to 77.24%of the entire issued share capital of the Company. As the Company is incorporated in the Falkland Islands, the City Code onTakeovers and Mergers (the "City Code") does not apply to the Company. Despitethe fact that the City Code does not apply, the articles of association of theCompany contain provisions which (in summary) entitle the Company's Board (the "Board") inter alia to suspend the voting rights of a shareholder if it (and anyothers acting in concert with it) would be required to make an offer to acquireall the Shares in the Company under Rule 9 of the City Code, if the City Codeapplied to the Company (a "Mandatory Offer") and the shareholder has failed todo so within 21 days of when such obligation would have arisen. As previously announced, following a previous significant acquisition of Sharesby RAB, an agreement (the "2005 Agreement") was entered into on 15 December 2005between the Company, RAB and WH Ireland Limited (the Company's NominatedAdviser) under which inter alia RAB accepted a restriction on the total votingrights which they could exercise to the proportion of the share capital of theCompany which they owned at admission to AIM, i.e. 34.79% of the votes eligiblefor voting. These arrangements will continue to apply (subject to certainexceptions) until 13 June 2007. RAB has informed the Board that it does not intend to make a mandatory offer asprovided for in the Articles. After due consideration of what they consider tobe in the best interests of the Company as a whole, the Board agreed with RABand WH Ireland that (i) the terms of the 2005 Agreement would continue to applyuntil 13 June 2007 so that the acquisition of the FIH holding will not increaseRAB's voting rights at this stage and (ii) thereafter the voting limitations inrespect of RAB's shareholding in the Company shall cease to apply and the Boardhas further agreed to exercise its discretion not to suspend any of the rightsattributable to the Shares, irrespective of the number of Shares owned by RAB. Richard Linnell, Executive Chairman of the Company said: "We are appreciative of the sustained support we have received from RABparticularly at this stage of our programme when we are drilling our mostpromising targets at Glorious Hill and in Target 25. I am also pleased thatDavid Hudd has agreed to continue as our Deputy Chairman as his experience isimportant to the Board." Enquiries: Falkland Gold and Minerals LimitedRichard Linnell, Chairman +27 82 440 6710David Hudd, Deputy Chairman 07771 893 267Philip Haydn-Slater/Paul Dudley, WH Ireland Limited 020 7220 1666 This information is provided by RNS The company news service from the London Stock Exchange