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Pin to quick picksCentral Asia Metals Regulatory News (CAML)

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Schedule One - Central Asia Metals Plc

6 Oct 2017 10:30

RNS Number : 9384S
AIM
06 October 2017
 

 

 

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:

 

Central Asia Metals plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Company registered office:

Masters House

107 Hammersmith Road

London

W14 0QH

United Kingdom

 

Company trading address:

11 Albemarle Street

London

W1S 4HH

United Kingdom

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.centralasiametals.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Central Asia Metals plc:

CAML is an AIM quoted copper producer which wholly owns the Kounrad operations in central Kazakhstan and has begun exploration of the 80 per cent. owned Shuak property in the Akmola region of northern Kazakhstan. CAML's senior management team has a proven track record of developing and commercialising mining opportunities, with over 100 years of combined mining experience. The team is supported by non-executive directors who, together, have extensive experience in the natural resources and financial sectors.

 

Lynx Resources Limited:

Lynx Resources Limited is a private company registered in Bermuda established by Fusion Capital and Orion in June 2015 for the purpose of acquiring the SASA zinc-lead mine in Macedonia from Solway Industries Ltd and Solway Industries EESTI AS. Lynx Resources Limited owns an effective 100 per cent. interest in the SASA Mine and currently has offices in Macedonia, Switzerland and Bermuda.

 

Main Countries of Operation for the Applicant: Kazakhstan and Macedonia

 

Admission is being sought as a result of a reverse takeover under AIM Rule 14

 

The Company announced a placing concurrently with the notification that an agreement had been reached to acquire Lynx Resources Limited. Subject to shareholder approval being granted at an extraordinary general meeting which has been convened for 11:00am on 11 October 2017, admission of the placing shares will occur on 12 October 2017. The Acquisition is conditional on inter alia, completion of the placing and certain regulatory approvals, including from the Macedonian Competition Commission. Completion of the Acquisition, issue of the Consideration Shares and Admission is expected to occur six business days after the satisfaction or waiver (if applicable) of the conditions referred to in the Admission Document and is expected to occur during Q4 2017. The long stop date for satisfaction of such conditions is 15 December 2017.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of ordinary shares of US$0.01 each ("Ordinary Shares") to be admitted to trading: 176,498,266 (including 511,647 treasury shares)

 

There are no restrictions as to transferability of the Ordinary Shares.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

 

Capital to be raised on Admission: none (Gross capital to be raised through the placing prior to Admission of £113.0 million)

 

Anticipated market capitalisation at Admission: £404.8 million (at the Placing Price of 230 pence per share and assuming no options are exercised prior to Admission)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Current: 36.6%

Following Admission: 19.3%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Nicholas ("Nick") Royston Clarke, Executive Chairman

Nigel Francis Robinson, Chief Financial Officer

Gavin Ronald Ferrar, Business Development Director

Christopher Nigel Hurst-Brown, Non-Executive Director, Deputy Chairman

Robert Maitland Cathery, Non-Executive Director

David John Swan, Non-Executive Director

Roger Owen Davey, Non-Executive Director

Kenges Rakishev, Non-Executive Director

Nurlan Zhakupov, Non-Executive Director

 

There are no proposed directors.

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Prior to Admission

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Kenges Rakishev

21,211,751

19.0

Canaccord Genuity

Group Inc2

11,610,300

10.4

Majedie Asset Management

8,451,384

7.6

Commonwealth American Partners LLP

6,401,000

5.7

BlackRock Investment Management

6,158,987

5.5

FIL Investment International

4,920,927

4.4

Central Asia Metals Employee Benefit Trust

4,642,896

4.2

D & A Income Ltd

4,420,626

4.0

Miton Group plc

4,203,616

3.8

 

Post admission of the Placing Shares at 12 October 2017:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

15,818,995

9.8

BlackRock Investment Management

13,966,332

8.7

FIL Investment International

12,566,707

7.8

Majedie Asset Management

11,172,777

7.0

Kenges Rakishev

10,605,876

6.6

Commonwealth American Partners LLP

6,401,000

4.0

J O Hambro Capital Management Limited

6,000,000

3.7

Miton Group plc

5,203,616

3.2

 

Post Admission of the Consideration Shares and readmission of the enlarged group:

Shareholder

Number of Ord Shares

Ord Shares as a % of share capital¹

Canaccord Genuity

Group Inc2

15,818,995

8.9

Orion Co-Investment III L.P

15,278,528

8.7

BlackRock Investment Management

13,966,332

7.9

FIL Investment International

12,566,707

7.1

Majedie Asset Management

11,172,777

6.3

Kenges Rakishev

10,605,876

6.0

Commonwealth American Partners LLP

6,401,000

3.6

J O Hambro Capital Management Limited

6,000,000

3.4

Miton Group plc

5,203,616

3.0

 

Note (1): Issued share capital excludes treasury shares (511,647 ordinary shares currently held in treasury)

Note (2): Hargreave Hale Limited has recently been acquired by Canaccord Genuity Group Inc., through its wholly-owned subsidiary Canaccord Genuity Wealth Group Holdings (Jersey) Limited, and therefore Hargreave Hale Limited's shares held have been aggregated with shareholdings of other wholly-owned subsidiaries of Canaccord Genuity Group Inc.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 December

(ii) 30 June 2017

(iii) 30 June 2018; 31 September 2018, 30 June 2019

 

EXPECTED ADMISSION DATE:

 

Expected date of Admission: 15 December 2017¹

 

Note (1): the abovementioned expected date of Admission is the long stop date for the satisfaction or waiver (if applicable) of the conditions to the Acquisition as referred to in the Admission Document. Completion of the Acquisition is expected to occur during Q4 2017 and the Company will notify the market and update the expected date of Admission when the conditions have been satisfied or waived (if applicable).

 

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

United Kingdom

 

Mirabaud Securities Limited

10 Bressenden Place

London

SW1E 5DH

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

A copy of the Admission Document containing full details about the applicant and the admission of its securities is available on the Company's website at:

 

www.centralasiametals.com

 

DATE OF NOTIFICATION:

 

6 October 2017

 

NEW/ UPDATE:

 

New

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAUNUKRBRARRRA
Date   Source Headline
5th Apr 20174:01 pmRNSHolding(s) in Company
4th Apr 20177:00 amRNSQ1 2017 Production Update
4th Apr 20177:00 amRNSFinal Results
15th Mar 20177:00 amRNSNotice of Preliminary Results
19th Jan 20174:08 pmRNSHolding(s) in Company
18th Jan 20177:00 amRNSResults of the Copper Bay DFS
5th Jan 20177:00 amRNS2016 Operations Update
12th Dec 201612:46 pmRNSDirector/PDMR Shareholding
22nd Nov 20163:13 pmRNSAgreement signed to acquire Shuak copper property
5th Oct 20167:00 amRNSQ3 2016 Operations Update
13th Sep 20163:03 pmRNSUpdate research from QuotedData
12th Sep 20167:00 amRNSHalf-year Report
22nd Aug 201610:00 amRNSNew corporate website
22nd Aug 20167:00 amRNSNotice of Results
4th Jul 201612:34 pmRNSHolding(s) in Company
4th Jul 20167:00 amRNSOperations Update to 30 June 2016
8th Jun 20161:05 pmRNSResult of AGM
9th May 20168:00 amRNSExercise of Options and Directors' Dealings
27th Apr 20165:57 pmRNSAnnual Report and Accounts 2015 and Notice of AGM
21st Apr 201610:47 amRNSUpdate research from QuotedData
19th Apr 20167:30 amRNSGrant of Options
11th Apr 20168:09 amRNSNet Asset Value(s)
11th Apr 20167:00 amRNSFinal Results
7th Apr 20167:00 amRNSQ1 2016 Production Update
23rd Mar 20169:18 amRNSNotice of Results
9th Mar 20167:45 amRNSInitiation Research from QuotedData
15th Jan 201612:36 pmRNSHolding(s) in Company
6th Jan 20167:00 amRNS2015 Production Update and 2016 Outlook
8th Dec 20153:29 pmRNSAppointment of Non-Executive Director
30th Nov 201511:00 amRNSHolding(s) in Company
23rd Nov 20157:00 amRNSKounrad Update
5th Oct 20157:00 amRNSQ3 2015 Production Update
14th Sep 20157:00 amRNSHalf Yearly Report
28th Aug 201510:00 amRNSNotification of Major Interest in Shares
27th Aug 201510:30 amRNSNotice of Results
26th Aug 201512:57 pmRNSNotification of Major Interest in Shares
3rd Jul 20157:00 amRNSKounrad Production Update
29th Jun 20157:00 amRNSKounrad Production Update
25th Jun 20157:30 amRNSExercise of Options and Directors' Dealings
24th Jun 20157:00 amRNSUpdate on Copper Bay Investment
17th Jun 20151:20 pmRNSResult of AGM
21st May 20157:00 amRNSKounrad Expansion Update
20th May 20154:30 pmRNSPosting Notice of Meeting and Dividend Timetable
23rd Apr 20157:31 amRNSDirector Shareholding
23rd Apr 20157:30 amRNSGrant of Options
21st Apr 20154:48 pmRNSAnnual Report and Accounts 2014
15th Apr 201511:21 amRNSProposed Share Premium Cancellation& result of EGM
7th Apr 20157:00 amRNSQ1 2015 Production Update
30th Mar 20157:01 amRNSCircular and Notice of EGM
30th Mar 20157:00 amRNS2014 Full Year Results

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