Last checked at 4 Apr 2011 14:31
METALS EXPLORATION PLC
COMPLETION OF SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT
DIRECTORATE CHANGE
Completion of Subscription and Shareholders' Agreement
Metals Exploration announces that following the passing of the Resolutions at the Company's General Meeting held today, the Subscription and Shareholders' Agreement, details of which were announced on 8 March 2011 and set out in the Metals Exploration Circular, one of two conditions required to be met for completion has been satisfied.
In accordance with the Subscription and Shareholders' Agreement, Metals Exploration has today issued and allotted 192,307,692 Ordinary Shares at a price of 13p per share, subject only to Admission. Application has been made for admission of the Placing Shares to trading on AIM, which is expected to occur on 5 April 2011. Following Admission, the Subscription and Shareholders' Agreement will complete, at which time there will be 462,374,036 Ordinary Shares in issue with each share carrying the right to one vote.
Following Admission, shareholdings of the Concert Party will be as follows:
Name | Number of Metals Exploration Shares | Percentage of issued share capital of the Company before exercise of rights under the Option Agreements | Percentage of issued share capital of the Company (assuming the full exercise of rights under the Option Agreements) |
Solomon Capital | 180,706,958 | 39.1 | 45.7 |
Shelfco 724 | 100,000,000 | 21.6 | 19.3 |
RHL | 76,923,077 | 16.6 | 14.8 |
WDB | 37,661,465 | 8.1 | 7.3 |
Graham Edwards | 19,001,919 | 4.1 | 3.7 |
Accepting Shareholders are able to exercise the Right to Rescind from Admission, full details of which are set out in the Solomon Circular which was posted to Shareholders on 8 March 2011, until the Offer closes on 19 April 2011.
Directorate Changes
Following completion of, and in accordance with the terms of, the Subscription and Shareholders' Agreement, the Company has appointed Richard Williams and Edward Parsons to the Board as non-executive directors. Mr. Williams and Mr. Parsons were both nominated by Solomon Capital.
Ian Holzberger, Executive Chairman, commented:
"It is satisfying that the Company's shareholders and the Company worked together constructively to resolve the outstanding matters between them resulting from Solomon Capital's offer to acquire all of the shares in the Company it did not own; and, that the resolution formalised in the Subscription and Shareholders' Agreement has now been adopted by the Company's shareholders. The completion of the agreement, in the next day or so, will leave the Company sufficiently well funded for it to pursue at pace its priority of building a mine at Runruno by securing the Declaration of Mining Project Feasibility, the final approval from the Mines and Geosciences Bureau, and arranging the full funding package to support the development. In parallel, the Company will have the capacity to undertake some step-out drill testing of the mineral potential in the surrounding areas."
Unless the context otherwise requires, defined terms used in this announcement shall have the meanings as in the announcement by Metals Exploration dated 8 March 2011.
Enquiries:
Metals Exploration PLC | +44 (0)7733 276419 |
Ian Holzberger | |
Westhouse Securities Limited | +44 (0)20 7601 6100 |
Tim Feather Dermot McKechnie Matthew Johnson | |
Tavistock Communications | |
Edward Portman Jos Simson | +44 (0)20 7920 3150 |
Appendix
Further information on the New Directors
Richard Steven Williams aged 43 is a director of the following companies:
Arlington Penthouse Limited | Kings Fern Limited |
Becclebrook Limited | La Masse Limited |
Bobstay Developments Limited | Loris Investments Limited |
BV1 Limited | Lowndes Square Limited (In voluntary strike off) |
BV2 Limited | Park View Limited |
Candyscape II Limited | PC Holdings Limited |
Candyscape Limited* | Project Book (Guernsey) Limited |
CC1 Group Limited | Project Grande (Guernsey) Holdings Limited |
CCG Limited | Project Grande (Guernsey) Limited |
CPC Aviation Services Limited | Project Grande (Guernsey) Nominee 1 Limited |
CPC Grande & Lateral GP Limited | Project Grande (Guernsey) Nominee 2 Limited |
CPC Group Limited | Project Grande HL Limited |
CPC JV (Grande Guernsey) Limited | Project Grande RL Limited |
CPC No. 11 Limited (In voluntary strike off) | Project Los Angeles (Guernsey) Limited |
CPC No. 12 Limited | Project Los Angeles (Guernsey) Holdings Limited |
CPC No. 13 Limited | Project Lotus LLC |
CPC No. 16 Limited | RG Holdings Limited |
CPC No. 19 Limited | Rosebank Limited |
CPC No. 20 Limited (in voluntary strike off) | Roseport Limited |
CPC No. 3 Limited | Roseview Limited |
CPC No. 9 Limited | Shelfco 723 Limited |
CPC Omni Holdings (Guernsey) Limited | Shelfco 724 Limited |
Freedom Limited | Shelfco 873 Limited |
Ian Williams (Holdings) Limited | Solomon Capital Limited |
Innoc Limited | Stag Holdings Limited |
* following a meeting of creditors held on 29 March 2011, Candyscape Limited has been placed into Creditors' Voluntary Liquidation. As at 29 March 2011 the directors' estimate of the creditors' deficiency was approximately £11.1 million. The deficiency is owed principally to related parties under the same beneficial ownership as Candyscape Limited.
In the last five years Mr. Williams has been a director of the following companies:
2.12 The Knightsbridge Limited | Project Lateral Limited |
LP1 Limited | Project Red (Guernsey) Group Limited |
LP2 Limited | Project Red (Guernsey) Holdings Limited |
Port View Limited | Project Red (Guernsey) Limited |
Project Abbey (Guernsey) Developments Limited | Roseglen Limited |
Project Abbey (Guernsey) Holdings Limited | Shelfco 725 Limited |
Project Abbey (Guernsey) Limited | West point Securities Limited |
Project Blue (Guernsey) Holdings Ltd | Banklawn Limited |
Project Blue (Guernsey) Limited |
Mr. Williams has also been a director of the following companies which cease to exist, none of which were the subject of receiverships, compulsory liquidations, creditors' voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with it creditors generally or any class of its creditors.
2.14 The Knightsbridge Limited | Cromwell House (Luxembourg) Holdings SA |
2.21 The Knightsbridge Limited | Kami Development Group Inc |
3.12 The Knightsbridge Limited | More Freedom Limited |
3.21 The Knightsbridge Limited | One Beverly Hills Limited |
8.04 The Knightsbridge Limited | P.Square 1 Limited |
Cambulo Kensington Palace Dev Ltd | P.Square 2 Limited |
Cambulo Kensington Park Ltd | Project 5 Seasons (Guernsey) Limited |
Cambulo Property Holdings Limited | Project Bishop (Guernsey) Limited |
Cambulo Property Developments Limited | Project Grande (Guernsey) Mezzanine Ltd |
Candyscape III Limited | Project Kate (Guernsey) Limited |
CPC Aviation Ltd | Project Miller (Guernsey) Limited |
CPC No. 14 Limited | Project Nutmeg (Guernsey) Limited |
CPC No. 15 Limited | Project Peggy (Guernsey) Limited |
CPC No. 4 Limited | Project Poplar (Guernsey) Limited |
CPC No. 5 Limited | Project Rum (Guernsey) Limited |
CPC No. 6 Limited | Rosegrove Limited |
CPC No. 7 Limited | Shamrock Bay Holdings Limited |
CPC No. 8 Limited | Shelfco 721 Limited |
Edward Foster Parsons aged 35 is a director of the following companies:
21 Chesham Place Limited
Candy & Candy Aviation Limited
Candy & Candy Consulting Limited
Candy & Candy Holdings Limited
Candy & Candy Limited
Omni Capital Partners Limited
One Hyde Park Limited
Both directors have confirmed that there is no further information to be disclosed in accordance with Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies.