Cloudified Holdings Limited Regulatory News (CHL)

13 Apr 2006 10:14

Churchill Mining plc13 April 2006 13 April 2006 CHURCHILL MINING PLC ("Churchill" or "the Company") PROPOSED SHARE CONSOLIDATION NOTICE OF EGM Churchill Mining Plc (AIM: CHL) announces that it yesterday posted a Circular toshareholders with details of a 1 for 10 consolidation (the "Share Consolidation") of the Company's existing ordinary shares, together with notice of anExtraordinary General Meeting ("EGM") of the Company to be held on Friday, 28April 2006. The Directors consider that the proposed Share Consolidation is in the bestinterests of the Company and its Shareholders and accordingly the directorsunanimously recommend a vote in favour of the Resolution being proposed at theExtraordinary General Meeting, as they intend to do in respect of their own andtheir connected persons' beneficial holdings. David Quinlivan, Chairman of Churchill, said: "The Directors are recommendingthe share consolidation for two principal reasons. First, the Company wishes toreduce the relative bid-offer spread in the Company's shares, making them moreattractive to potential investors. Secondly, following the acquisition of theSendawar Coal Project in Indonesia, the Company will move to become a minerrather than explorer in the near term; consequently, at the appropriate time,the Board will conduct discussions with potential off-take partners, banks andother finance institutions to aid its next planned phases of development. TheDirectors believe that these discussions will benefit from the shareconsolidation." The Extraordinary General Meeting of the Company will be held at the Company'soffices at 55 Gower Street, London WC1E 6HQ at 9.30am on 28 April 2006. Copies of the circular sent to shareholders are available free of charge fromthe offices of Corporate Synergy Plc, 30 Old Broad Street, London EC2N 1HT. Ends Enquiries Churchill Mining Plc Corporate Synergy Plc Parkgreen Communications Paul G Mazak / James T Hamilton Olly Cairns Justine Howarth +61 (0) 89388 0377 020 7448 4400 020 7493 3713 paul.mazak@churchillmining.com james.hamilton@churchillmining.com Notes to Editors Background to and Reasons for the Share Consolidation The Company is seeking to consolidate its shares for two primary reasons: 1. The Company's middle market share price for existing Ordinary Shares, asat the close of business on 11 April 2006, the latest practicable date beforepublication of the circular, was 3.625p with a 3.5p - 3.75p bid/offer spread.The Board believes that penny stocks and the sometimes high bid/offer spread candeter potential investors by building in an immediate notional loss on everypurchase. The share consolidation will reduce the relative bid/offer spread inthe shares. 2. The recent acquisition of the Sendawar coal project has changed thefuture outlook and time horizons for the Company. The Company is now seeking tobecome a miner in the mid-term and as such will begin preliminary discussionswith potential off-take partners, banks and other finance institutions at theappropriate time to aid its next planned phases of development. The Board consequently considers these talks and associated promotion toexisting and new institutional backers will benefit from the ShareConsolidation. Details of the Share Consolidation Upon implementation of the Share Consolidation, Shareholders on the register ofmembers of the Company at the close of business on the record date, which isexpected to be 26 April 2006 ("the Record Date"), will exchange 10 existingOrdinary Shares for 1 new Ordinary Share and so in proportion for any othernumber of existing Ordinary Shares then held. The proportion of the issuedordinary share capital of the Company held by each Shareholder following theShare Consolidation will, save for fractional entitlements and subject to theexercise of share options, be unchanged. Other than the change in nominal value, the new Ordinary Shares arising onimplementation of the Share Consolidation will have the same rights as theexisting Ordinary Shares, including voting, dividend and other rights. No Shareholder will be entitled to a fraction of a new Ordinary Share and where,as a result of the consolidation of existing Ordinary Shares described above,any Shareholder is entitled to a fraction only of a new Ordinary Share inrespect of their holding of existing Ordinary Shares at the Record Date (a "Fractional Shareholder") such fractions shall be aggregated with the fractionsof new Ordinary Shares to which other Fractional Shareholders of the Company maybe entitled so as to form full new Ordinary Shares and sold. This means thatany such Shareholder will not have a resultant shareholding of new OrdinaryShares exactly equal to 10% of their holding of existing Ordinary Shares. Any Shareholder not holding a number of existing Ordinary Shares which isexactly divisible by 10 on the Record Date will be entitled to receive part ofthe proceeds of this sale in respect of the fractional entitlement. The Directors will be authorised to sell new Ordinary Shares arising fromfractional shareholdings on behalf of the Fractional Shareholders in the market,as soon as reasonably practicable following the passing of the Resolution, forthe best price then reasonably available for those shares. However, in accordance with the first resolution, cash proceeds of less than £3will not be distributed to Fractional Shareholders but will be retained for thebenefit of the Company. In view of the current share price, the Directors donot consider it likely that the due proportion of the proceeds of the sale ofany fractional entitlements to be paid to the Shareholders concerned will be £3or more. Admission to AIM The Share Consolidation is conditional upon permission being granted by theLondon Stock Exchange for the New Ordinary Shares to be admitted to trading onAIM. Application for such Admission will be made so as to enable the newOrdinary Shares to be admitted to trading on AIM as soon as practicablefollowing the Record Date. It is expected that Admission will become effectiveat 8.00am on 2 May 2006 whereupon the Share Consolidation will be effective. Grant of Share Options The Board considers share options a necessary and important way of rewarding,retaining and attracting key Company personal. Consequently the Board proposesthat the Directors be authorised to grant/or ratify the grant of options overthe authorised share capital of the Company in an amount not exceeding 6,000,000Ordinary Shares of 1 pence each. The grant of share options is also subject toshareholder approval. ABOUT CHURCHILL MINING PLC Sendawar, Indonesia Churchill Mining announced on 5 April 2006 that it had the Sendawar CoalProject, a large thermal coal exploration project in Kalimantan, Indonesia.Churchill's short term strategy is to delineate a reserve on the Project so thatit can begin trial mining with a view to producing immediate cash-flow. Anysuch revenues from this mining programme will then be redirected back into theProject to work towards defining a large resource base that will support amulti-million tonne mining operation. Indonesia has approximately 7 billion tonnes of measured coal reserves and 33billion tonnes of measured and indicated resources (source: Barlow Jonker). Themajority of coal produced in Indonesia comes from Kalimantan. Typically, coal mining operations in Kalimantan are either located near the seaor along major river systems. The Sendawar project is located within closeproximity to the Mahakam river via which coal is shipped to the port ofSamarinda. Coal barges used on the Mahakam most commonly range in size from6,000-8,000 tonnes but more recently larger sizes of 10,000-12,000 tonnes havebeen employed. The barges are used to deliver coal to larger vessels unable toload in shallow coastal waters. Indonesian coal production and export sales have surged in recent years. In 2004total coal production grew by 14.2% year-on-year to 136.2 million tonnes(source: Barlow Jonker). Tight supply in world thermal coal markets coupled with China's flat coal exportperformance continues to benefit Indonesian producers. South Woodie Woodie Manganese Project, Western Australia Churchill's other area of interest is the South Woodie Woodie ManaganeseProject, where it has three granted exploration licences. These licences covera total area of approximately 490km2, in the highly prospective East PilbaraCraton of Western Australia, an area renowned for its proliferation of manganesedeposits. During 2006, the Company intends to begin a campaign of airborne and groundgeophysics to look at mineral bearing structures "under cover" in its Licencearea. This information is provided by RNS The company news service from the London Stock Exchange