Last checked at 24 May 2013 13:18
24 May 2013
Kryso Resources Plc
(“Kryso” or the “Company”)
AIM: KYS
RESULTS OF VOTING AT COURT MEETING AND GENERAL MEETING
Kryso Resources Plc (AIM: KYS), the mineral exploration and development company currently developing the Pakrut gold project in the Republic of Tajikistan, today announces that the recommended proposals to establish Kryso Resources Corporation Limited (a company incorporated in the Cayman Islands with registered number WK-277188) ("New Kryso") as the holding company of Kryso Resources Plc ("Existing Kryso") by means of a scheme of arrangement between Existing Kryso and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme") have been approved by shareholders.
Capitalised terms used but not defined in this announcement have the meaning given to them in the circular despatched to shareholders of Existing Kryso on 8 May 2013 (the "Scheme Circular").
As announced on 8 May 2013, 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 Main Board of 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. However, there is no certainty that the HK Listing and Offering will occur, and New Kryso (assuming the Scheme becomes Effective) would only seek to de-list from AIM in the event that it decides to proceed with the HK Listing and Offering, and such de-listing would be conditional on shareholder approval at that stage and the HK Listing becoming effective.
Court Meeting
Existing Kryso announces that shareholders have approved the Scheme as proposed in the Scheme Circular without modification. At the Court Meeting, which was held today at 11:00 a.m., the resolution to approve the Scheme was passed by the requisite majority of shareholders by way of a poll.
General Meeting
Existing Kryso announces that at the General Meeting, which was held today immediately following the Court Meeting, the resolution set out in the notice of the General Meeting included in the Scheme Circular was passed by the requisite majority of shareholders by way of a poll.
Implementation of the Scheme
Implementation of the Scheme remains subject to the satisfaction of certain conditions, which are set out in Part 2 of the Scheme Circular. These include the Court making an order sanctioning the Scheme and confirming the Reduction of Capital in connection with the Scheme at the Court Hearing, which is expected to take place on 30 July 2013. The Scheme is also expected to become effective on 30 July 2013.
It is expected that the cancellation of Existing Kryso Ordinary Shares from AIM, the admission of New Kryso Ordinary Shares to AIM, the crediting of New Kryso Ordinary Shares in uncertificated form to CREST accounts (in the form of Depositary Interests) and the commencement of dealings in New Kryso Ordinary Shares on AIM will each occur on 31 July 2013.
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