Last checked at 8 May 2013 07:36
Kryso Resources Plc
(“Kryso” or the “Company”)
AIM: KYS
INTRODUCTION OF A NEW AIM-LISTED HOLDING COMPANY, INCORPORATED IN THE CAYMAN ISLANDS
Summary
Kryso Resources Plc (AIM: KYS), the mineral exploration and development company currently developing the Pakrut gold project in the Republic of Tajikistan (the Project), is pleased to announce that on 8 May 2013 the Company will post a circular to its shareholders (the Circular). The Circular relates to the recommended proposals to establish Kryso Resources Corporation Limited as a new holding company incorporated in the Cayman Islands (New Kryso) of the Kryso group of companies (the Kryso Group), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Circular.
Under the Scheme, holders of Existing Kryso Ordinary Shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Kryso, on a one-for-one basis. The respective holdings of shareholders in New Kryso will therefore be the same as the respective holdings of shareholders in the Company immediately prior to the Scheme becoming effective.
Background to and reasons for the Proposals
The principal reasons for the Company wishing to undertake the Scheme are:
to reflect the fact that the holders of the majority of the Company’s issued shares, who are based in the People’s Republic of China and Hong Kong, are more familiar with Cayman holding company structures; to facilitate M&A activity, in particular of non-UK corporate entities; and to better prepare the Kryso Group for any potential future listing on an alternative stock exchange in a foreign jurisdiction and associated fundraising.The last of these reasons is particularly important, as it is anticipated that New Kryso (assuming the Scheme becomes Effective and New Kryso is inserted as a holding company of the Kryso Group) will, in due course, seek to de-list from AIM and list on the Stock Exchange of Hong Kong Limited (the HK Listing). The expectation is that the HK Listing would occur at the same time as an offering of New Kryso shares to new investors (the Offering). The Directors believe that the adoption of a new holding company would facilitate the HK Listing and the Offering, and that the Stock Exchange of Hong Kong Limited would represent an attractive platform for the continued growth of the Kryso Group, given its strong Chinese ties and future outlook.
Application of the Takeover Code and Investor Protection
The Company is not, and New Kryso will not be, subject to the City Code because neither the Company’s nor New Kryso’s place of central management and control is located within the UK, the Channel Islands or the Isle of Man.
The Scheme will not result in any substantive changes to the Company’s existing corporate governance or investor protection measures and is not expected to have any adverse tax implications for the Company’s UK-resident shareholders.
Terms of the Scheme
Under the Scheme, holders of Existing Kryso Ordinary Shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Kryso, on a one-for-one basis. The respective holdings of shareholders in New Kryso will therefore be the same as the respective holdings of shareholders in the Company immediately prior to the Scheme becoming effective.
The Proposals do not involve any payment for the New Kryso Ordinary Shares.
The effect of the Scheme will therefore be as follows:
the Company will become a wholly-owned subsidiary of New Kryso (New Kryso will be listed on AIM and traded on the London Stock Exchange in the Company’s place); and upon the Scheme becoming effective, each holder of Existing Kryso Ordinary Shares will own the same number of ordinary shares in New Kryso as the number they each owned in the Company immediately prior to the Scheme becoming effective.Conditions to the Scheme
The implementation of the Scheme is conditional on the following:
1. the prior written consent of CNMIM for the purposes of the CNMIM Loan Agreement and the CNMIM Subscription Agreement;
2. the Scheme being approved by a majority in number representing at least 75% in value of those Existing Kryso Ordinary Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);
3. the passing of the Resolution set out in the notice of the General Meeting to approve the Scheme and various matters in connection with the Scheme;
4. the sanction of the Scheme by the High Court and the confirmation by the High Court of the Reduction of Capital;
5. an office copy of the Court Order sanctioning the Scheme having been delivered to the Registrar of Companies for registration and the Reduction of Capital becoming effective; and
6. permission having been granted to de-list the Existing Kryso Ordinary Shares from AIM and (subject to the allotment of the New Kryso Ordinary Shares) to admit the New Kryso Ordinary Shares to be issued in connection with the Scheme to AIM.
Both the Court Meeting and the General Meeting will be held on 24 May 2013 at the offices of Speechly Bircham LLP at 6 New Street Square, London EC4A 3LX, with the Court Meeting to commence at 11.00 a.m. and the General Meeting to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Circular.
Share Options
Share Options granted pursuant to both the Unapproved Share Option Scheme and the Share Option Agreements will be rolled over into New Kryso, and so holders of such Share Options will not be prejudiced as a result of the implementation of the Scheme.
Circular and admission documentation
The Circular contains, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an anticipated timetable of principal events and details of the actions to be taken by Existing Kryso Ordinary Shareholders.
The Circular is available for inspection at the offices of Speechly Bircham LLP, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the conclusion of the Court Meeting and the General Meeting. A copy of the Scheme Document has also been made available on the Kryso website at www.kryso.com.
AIM admission documentation, comprising a pre-admission announcement pursuant to Rule 2 and Schedule 1 of the AIM Rules for Companies and an appendix to that announcement containing additional information relating to New Kryso, will also be published on the Kryso website at www.kryso.com on or before 2 July 2013.
Expected timetable of principal events
The anticipated timetable of principal events is as follows:
| Event | Time and/or Date | |
| Latest time for lodging blue Forms of Proxy for the Court Meeting | 11.00 a.m. on 22 May 2013 | |
| Latest time for lodging white Forms of Proxy for the General Meeting | 11.15 a.m. on 22 May 2013 | |
| Voting Record Time for the Court Meeting and the General Meeting | 6.00 p.m. on 22 May 2013 | |
| Court Meeting | 11.00 a.m. on 24 May 2013 | |
| General Meeting | 11.15 a.m. on 24 May 2013 | |
| Final day of trading of Existing Kryso shares on AIM | 29 July 2013 | |
| Scheme Record Time | 6.00 p.m. on 29 July 2013 | |
| Suspension of Existing Kryso’s shares from trading on AIM | 7.30 a.m. on 30 July 2013 | |
| Court Hearing (to sanction the Scheme and confirm the Reduction of Capital) | 30 July 2013 | |
| Scheme Effective Date | 30 July 2013 | |
| Cancellation of Existing Kryso’s shares from trading on AIM | 7.00 a.m. on 31 July 2013 | |
| Commencement of trading of New Kryso’s shares on AIM | 8.00 a.m. on 31 July 2013 |
All references in the above timetable to times are to London time. The times and dates given are based on the Directors’ expectations and may be subject to change. They are indicative only and will depend, amongst other things, on the date on which the conditions to the Scheme are satisfied or, if capable of waiver, waived, the dates on which the Court sanctions the Scheme and confirms the associated Reduction of Capital and the date on which the Court Order is delivered to the Registrar of Companies. If there are any revisions to the timetable, the Board will make an appropriate announcement as soon as practicable.
This announcement will be made available on the Kryso website at www.kryso.com.
Kryso’s Managing Director, Craig Brown, commented:
“This marks an exciting chapter in the corporate development of Kryso Resources. It is the Board’s view that a listing in Hong Kong would provide an attractive platform that has strong potential to facilitate future growth within Kryso’s business.
“While there is no certainty that any such listing will occur and, at this stage, no application has been made, we have appointed advisors in order to fully explore a Hong Kong listing as the Board believes that such a move would be of significant benefit to all of the Company’s shareholders.”
For further information please visit the Company’s website (www.kryso.com) or contact:
Kryso Resources PlcCraig Brown, Managing DirectorTel: +44 (0) 20 7349 9160
Investec Bank PlcJeremy Ellis, Chris Sim, Neil ElliotTel: +44 (0)20 7597 5970
XCAP Securities PlcJon BellissTel: +44 (0) 207 101 7070
Blythe Weigh CommunicationsPaul Weigh, Tim Blythe, Robert KellnerTel: +44 (0)20 7138 3204
About the Pakrut Gold Project
The Pakrut gold project, of which Kryso has 100% ownership, is situated in Tajikistan approximately 12km northeast of the capital city Dushanbe. Pakrut has estimated total JORC compliant resources of 5,020,000 oz Au (assuming a cut-off grade of 0.5 g/t Au) and is located within the Tien Shan gold belt, which extends from Uzbekistan into Tajikistan, Kyrgyzstan and western China, and which hosts a number of multi-million ounce gold deposits.
About Tajikistan
Tajikistan is a secular republic located in Central Asia. The country is a member of the Commonwealth of Independent States and the Shanghai Cooperation Organisation. Tajikistan hosts numerous operating precious metal mines as well as the largest aluminium smelter in Central Asia. Kryso's management team has extensive experience in the mining industry in Tajikistan.
Copyright Business Wire 2013