7 Jan 2010 11:59
Oxus Gold plc
("Oxus" or "Company")
Proposed Financing by the Concert Party
Waiver of obligation under Rule 9 of the
City Code on Takeovers and Mergers
and
Proposed Share Consolidation
Summary
LONDON: 7 January 2010 - The Board of Oxus Gold plc ("Oxus" or the "Company") (OXS.L) is pleased to announce that the Company has yesterday entered into conditional agreements with a consortium of Chinese investors (the "Concert Party") to invest and arrange financing in a total aggregate amount of approximately US$185 million ("Financing").
Under the terms of the Financing, members of the Concert Party will make an investment in Oxus of approximately US$85 million by way of the issue of new Ordinary Shares in the Company and convertible loan notes. In addition, members of the Concert Party will be granted warrants to subscribe for new Ordinary Shares in the Company exercisable within five years of Admission for approximately US$20 million in return for an undertaking to arrange a further minimum of $80 million in project finance.
The funds will be used to provide working capital to the Company and to finance and develop the 50% owned Amantaytau Goldfields joint venture in Uzbekistan, including the expansion of AGF's existing open pit heap leach mining operations, the development of one or more underground mines, and an accelerated exploration programme. The Financing proceeds are expected to enable AGF to target first production at the underground sulphide project for the middle of 2011 and thereafter an increase in annual production to approximately 300,000 ounces of gold annually, assuming all necessary regulatory approvals are granted.
The Concert Party consists of Baiyin Non-Ferrous Group Co Ltd, CITIC Construction Co Ltd, Chang Xin Yuan Su (Tianjin) Equity Investment Fund Management LP. Baiyin and CITIC are ultimately owned and controlled by the Government of the People's Republic of China. Chang Xin is a private equity fund registered in the People's Republic of China and managed by Long March Investment Consulting (Beijing) Co. Ltd.
Pursuant to the Financing, members of the Concert Party will subscribe for 573,000,000 new Ordinary Shares in the Company at 6p per share, representing 59.7% of the Company's share capital as enlarged by the Equity Subscription. The Takeover Panel has agreed to waive the requirement for a general offer to be made to the Company's shareholders in accordance with Rule 9 of the Takeover Code following confirmation in writing from at least 50% of the Company's shareholders that they approve the granting of such a waiver. Accordingly, the Company is not obliged to seek a 'whitewash resolution' from shareholders at an extraordinary general meeting of the Company.
Members of the Concert Party will, conditional on Admission, subscribe for US$30 million of convertible loan notes, convertible at 7p per share into 267,857,142 new Ordinary Shares, and valid for three years from Admission. The convertible loan notes will earn interest at 3% above six month LIBOR. In addition, members of the Concert Party will be issued with warrants to subscribe for a further 89,285,714 new Ordinary Shares at 7p per share, and 62,500,000 new Ordinary Shares at 10p per share, subject to arranging a further US$80 million in project finance, and exercisable for five years from Admission.
If all the Concert Party's convertible loan notes and warrants are exercised and the Company issues no further new shares, and no existing convertible loan notes, options or warrants are converted or exercised, the Concert Party's equity holding in the Company would represent 72.0% of the share capital of the Company as enlarged by the Financing.
The Agreement, and Admission of the new Ordinary Shares to trading on AIM, is conditional upon the passing of various resolutions at an EGM to be convened by 31 January 2010, the signing of a Foreign Investment Agreement with the Uzbek Government, setting out various tax, fiscal, licensing and other matters in respect of the AGF joint venture, and the customary approvals from the Government of the People's Republic of China. As completion of the Financing is conditional upon, amongst other things, signature of the Foreign Investment Agreement and receipt of the Chinese Approvals, it is not currently possible for the Directors to estimate the date on which the Financing will complete and Admission will take place. In order to allow maximum flexibility, the agreements provide for lengthy backstop dates but the Company is confident that signature of the Foreign Investment Agreement and receipt of the Chinese Approvals will be received before the outlined dates. As soon as the date of completion is known, Oxus intends to make a further announcement of the proposed record date for the Share Consolidation and proposed date of Admission. Following Admission, the Concert Party will be entitled to appoint a majority of directors to the board of the Company, including the non-executive Chairman. It is proposed that the Share Consolidation will be effected on a 1:7 basis.
The Company proposes to convene an EGM to be held on 26 January 2010 in order to pass the appropriate resolutions to enable the Directors to allot the relevant securities to the Concert Party, to approve the proposed Share Consolidation, and to make certain other amendments to the Company's Articles of Association.
The Company has also obtained agreement from its existing convertible loan note holders to amend the terms of the existing $18.5 million 8% unsecured loan notes, due May 2010 and convertible at 37p per share, to include an extension to the final repayment date to May 2013, a new interest rate of 3% above six month LIBOR, and new conversion terms which allow the Existing CLNs to be converted at 12p per share into 96,354,166 new Ordinary Shares. The existing loan note holders will also be issued with warrants to subscribe for a further 21,071,428 new Ordinary Shares at 7p per share, and 14,750,000 new Ordinary Shares at 10p per share, subject to arranging a further $18.8 million in additional project finance. If the existing loan note holders convert their notes and exercise their warrants, then the Concert Party's equity holding in the Company would reduce to 65.0%, assuming no other share issues.
Further details with regard to the proposed Financing, the Concert Party, the future Board of the Company, the amendments to the existing convertible loan notes, and the EGM are appended to this announcement.
Richard Shead, Chairman of Oxus, commented: "I am delighted that we have reached agreement with the Chinese consortium to provide this financing to the Company. The majority of these funds will be loaned to AGF, where we would hope to expand production to approximately 300,000 ounces a year, and also do justice to the very significant exploration potential within the license area, particularly with regard to the high grade underground project. Oxus will also be able to draw on the Concert Party's extensive technical expertise and we very much look forward to working with them. All parties will now focus on obtaining the relevant governmental agreements and approvals as soon as possible, and we continue to target 2011 for first gold production from the underground mine at AGF."
Enquiries:
Oxus Gold plc Tel: +44 (0)20 7907 2000
Richard SheadRichard Wilkins
John Donald
Fairfax I.S. PLC
Nominated Adviser and Broker
Ewan Leggat Tel: + 44(0)20 7598 5368
Conduit PR.
Ed Portman Tel: + 44 (0)20 7429 6607
Introduction
The Board of Oxus is pleased to announce that the Company has entered into a conditional agreement with a group of investors (the "Concert Party") to make an investment in Oxus in the aggregate approximate amount of US$105 million by way of the issue to members of the Concert Party of new Ordinary Shares in the Company, convertible loan notes and the grant of warrants to subscribe for new Ordinary Shares of the Company (the "Financing"). In addition, members of the Concert Party have conditionally agreed to arrange a further minimum of US$80 million of project financing within five years of Admission.
Further details regarding the Financing, including the conditions, are set out below.
Since being admitted to trading on AIM in 2001, Oxus has produced significant quantities of both gold and silver from its 50% interest in AGF, whose mining operations are located in the Kyzylkum region of Uzbekistan. To date, AGF has produced approximately 526,000 ounces of gold and 2,240,000 ounces of silver.
AGF's operations are situated on one of the world's largest areas of gold endowment, the Tien Shan belt, second only in size to that of the Witwatersrand basin in South Africa. AGF also enjoys the benefit of its properties being positioned 25 kilometres south of one of the world's largest single open pit gold mines at Muruntau.
As published in Oxus' annual report for the 18 months ended 31 December 2008, AGF's Proven and Probable reserves under the JORC Code are estimated to be 2,437,000 ounces of gold and 4,625,000 ounces of silver (half of which are attributable to Oxus by virtue of its interest in AGF).
In May 2008, Oxus announced that it was seeking project finance of approximately US$150 million to fund AGF to develop the Sulphide Project. Oxus also announced a placing of US$18.5 million of Existing CLNs with certain existing institutional shareholders.
Oxus was unable at the time to arrange such project finance and accordingly took measures to conserve its cash, revised the BFS and entered into discussions with a number of potential alternative sources of financing. The BFS was subsequently updated in November 2008 to include additional reserve ounces.
On 20 May 2009, Oxus announced that Wardell Armstrong International had completed an addendum to the BFS (as updated) in respect of a lower capital cost first phase of the Sulphide Project, which included AGF's sulphide tailings arising from transitional and sulphide ore previously processed through the CIP plant as part of AGF's open pit oxide operation.
The Financing
The details of the Financing are as follows:
Equity Subscription
Oxus will issue to members of the Concert Party 573,000,000 new Ordinary Shares at a price of 6p per share (to raise gross proceeds of £34,380,000), conditional, among other things, on (i) the passing of the Resolutions by 31 January 2010; (ii) the signing of the Foreign Investment Agreement (including by the Uzbek Ministry); and (iii) the Chinese Approvals having been received and Admission having occurred by 31 December 2010.
If the Foreign Investment Agreement has not been executed by the Uzbek Ministry by 30 June 2010, both Oxus and the Concert Party will be entitled to elect to withdraw from the Financing subject to and in accordance with the terms of the Equity Subscription Agreement.
The net proceeds of the Equity Subscription will be approximately £32,424,000, following deduction of costs (estimated at £1,956,000, of which approximately £450,000 is attributable to Oxus and the remainder is attributable to the Concert Party).
New CLNs
Members of the Concert Party will, conditional on Admission, subscribe for New CLNs in the amount of US$30 million in aggregate. The New CLNs will be convertible into new Ordinary Shares at 7p per share. The currency exchange rate applicable on conversion will be US$1.60 to GBP1.00. The Concert Party will be entitled to require that the New CLNs are converted into new Ordinary Shares at any time during the period commencing on Admission and expiring on the earlier of: (a) the third anniversary of the date of Admission; and (b) the date on which the last of the New CLNs is redeemed or converted.
Interest of 3% per annum above six month LIBOR is payable in arrears on 30 June and 31 December each year (or the next Business Day if such date is not a Business Day).
The final maturity date of the New CLNs is 36 months from the date of Admission.
The Company's obligations in respect of the New CLNs will be secured by a deed of pledge to be granted by the Company, Oxus Holdings (Malta) Ltd. and ORC over its shares in AGF.
Concert Party Warrants
Oxus will, conditional on Admission, grant to members of the Concert Party, the Concert Party Warrants to subscribe for new Ordinary Shares, such warrants to be exercisable in two tranches. The first tranche will be in respect of 89,285,714 Ordinary Shares and will be exercisable at 7p per share and the second tranche will be in respect of 62,500,000 Ordinary Shares and will be exercisable at 10p per share (in each case expressed on an unconsolidated basis). The Concert Party Warrants will be exercisable on issue and remain exercisable for a period of five years ("Exercise Period").
The Concert Party Warrants are being granted in consideration for the Concert Party undertaking to procure and arrange a further US$80 million of project financing for further business expansions, assuming necessary regulatory approvals are granted, in addition to the Financing. Neither the Concert Party Warrants nor any shares issued on exercise of the Concert Party Warrants will be transferable by the Concert Party until such time as the further project financing has been arranged.
For further business expansions, assuming necessary regulatory approvals are granted, the Company has a right at any time during the Exercise Period to call for the Concert Party to honour its commitment to procure and arrange the further project financing. If the Concert Party fails to fulfil its funding obligations to procure and arrange project finance during the Exercise Period, any outstanding Concert Party Warrants will be forfeited and the Concert Party will (i) transfer at nominal value any Ordinary Shares previously issued on exercise of the Concert Party Warrants to a third party nominated by the Company; and (ii) repay to the Company any dividends previously declared and paid on those shares.
Reasons for the Financing
The majority of the Financing proceeds, together with the proceeds from a further financing which the Concert Party has agreed to procure (as described in relation to the Concert Party Warrants described above), will be lent to AGF to construct one or more underground mines, to expand existing open pit heap leach operations, and to significantly increase annual exploration expenditure. These funds are expected to enable AGF to target first phase production at the Sulphide Project for the middle of 2011 and thereafter an increase in annual production to approximately 300,000 ounces annually, assuming all necessary regulatory approvals are granted.
The Concert Party will also be an important strategic partner for Oxus. It is proposed that one or more members of the Concert Party will submit a formal bid (in accordance with legal tender requirements in Uzbekistan) to act as contractor and/or operator, on terms to be agreed with the Company and AGF, in relation to the Sulphide Project, exploration projects and other mining operations. Given the standing of members of the Concert Party with the authorities in Uzbekistan, the Concert Party will also lend its credibility to the Company.
Board Changes
Under the terms of the Financing, the Concert Party is entitled to appoint directors to the Board of the Company. Accordingly, it is intended that Mr Tian Wei will be appointed to the Board with effect from Admission as non-executive Chairman.
Mr Tian Wei (aged 51) is a senior engineer and an expert in civil engineering and contracting. Mr Wei has been an employee of the CITIC Group since 2002. Prior to that he held a number of engineering and managerial roles in Nepal, Hong Kong, Macau and China for China Civil Engineering Construction Corporation. Between August 2002 and August 2009 he was Vice President and then President of CITIC International Cooperation Co., Ltd and in October 2009 he was appointed Vice Chairman of CITIC Construction.
In addition it is intended that between the date of this announcement and Admission the Concert Party will nominate two additional executive directors, one non-executive director and one independent non-executive director to be appointed to the Board with effect from Admission.
Finally, it is intended that on Admission Oliver Prior and James McBurney, each being Non-executive Directors, will stand down from the Board. John Donald, executive director, will also stand down from the Board on the earlier of 31 March 2010 or Admission.
The composition of the Board immediately following Admission will therefore be as follows:
Tian Wei, non-executive Chairman
Richard Shead, executive Director
Richard Wilkins, executive Director
Executive Director to be nominated
Executive Director to be nominated
Miradil Djalalov, non-executive Director
Non-executive Director to be nominated
Non-executive Director (independent) to be nominated
One of the non-executive directors will replace Oliver Prior as chairman of the Company's remuneration committee and another will replace James McBurney as chairman of the Company's audit committee.
The changes to the composition of the Board will result in the majority of the Board being resident outside the UK and the central management and control of the Company may therefore cease to be in the UK. If this is the case then, from Admission, the Company will no longer be subject to the Takeover Code.
Changes to the Articles
Under the terms of the Financing, the Company has agreed to propose a change to the Articles to be put to the EGM. The change to the Articles will take effect on Admission and will allow the Board to remove a director of the Company by a simple majority decision. The Articles currently require a unanimous vote of the Board in order for the Board to remove a director of the Company.
Irrevocable Undertakings
The Company has obtained irrevocable undertakings from certain shareholders of the Company, who between them hold 207,168,383 Ordinary Shares representing 53.66% of the issued ordinary share capital of the Company, to vote in favour of the Resolutions (including the proposed changes to the Articles). Further details regarding the irrevocable undertakings are set out below.
Foreign Investment Agreement
It is a condition to completion of the Financing that the Foreign Investment Agreement be executed. It is intended that the Foreign Investment Agreement will be ratified by the Uzbekistan Cabinet of Ministers or the President of Uzbekistan, whichever is applicable, in the form of a decree or resolution which will itself clarify various tax, fiscal and other matters for AGF going forward, including but not limited to the extension of mining rights and the granting of new mining licences.
Chinese Approvals and Placing
The Financing is conditional on, amongst other things, Admission having occurred on or before 31 December 2010. In order for Admission to occur, the Concert Party must obtain the Chinese Approvals. Recognising that it may take some time to obtain the Chinese Approvals, the Company may decide prior to Admission to raise up to a further £4 million (before expenses) through the issue of new Ordinary Shares to institutional investors pursuant to the Placing. The Placing can be undertaken at a price no lower than the price per Ordinary Share to be paid by the Concert Party pursuant to the terms of the Equity Subscription. The purpose of such placing would be to provide working capital for the Group during the period from the EGM until completion of the Equity Subscription. If the Placing goes ahead, the Company will apply to admit the relevant new Ordinary Shares to trading on AIM before Admission.
Concert Party Shareholdings
Following completion of the Financing, the Concert Party will have an interest or potential interest in the voting share capital of the Company as follows:
| Concert Party member | Ordinary Shares to be issued on Equity Subscription | % of the issued share capital (1) | Number of Ordinary Shares to be issued on conversion of New CLNs | Cumulative % of the issued share capital (2) | Concert Party Warrants to subscribe for Ordinary Shares | Cumulative % of the issued share capital (3) |
| CITIC Construction | 177,630,000 | 18.52 | 83,035,714 | 21.25 | 47,053,571 | 22.32 |
| Baiyin | 303,690,000 | 31.67 | 141,964,285 | 36.32 | 80,446,429 | 38.16 |
| Chang Xin | 91,680,000 | 9.56 | 42,857,143 | 10.97 | 24,285,714 | 11.52 |
| Total | 573,000,000 | 59.75 | 267,857,142 | 68.53 | 151,785,714 | 72.00 |
Notes:
The above table assumes that, other than the issue of Ordinary Shares indicated in the table, no new Ordinary Shares are issued to any other parties as the result of any future placing of new Ordinary Shares, share option exercises, conversion of Existing CLNs or share warrant exercises.
(1) Percentage of the issued Ordinary Share capital of the Company on completion of the Equity Subscription
(2) Cumulative percentage of the issued Ordinary Shares on completion of the Equity Subscription and conversion of all New CLNs
(3) Cumulative percentage of the issued Ordinary Shares on completion of the Equity Subscription and conversion of all New CLNs and the exercise of all Concert Party Warrants
84 per cent. of the Concert Party is ultimately owned and controlled by the Government of the People's Republic of China and the Gansu Province of the People's Republic of China.
Therefore, following the Financing, the Concert Party will together hold more than 50% of the Company's voting share capital and as a result would then be able, subject to Note 4 on Rule 9.1, to acquire further Ordinary Shares in the Company without incurring any obligation under Rule 9 to make a general offer.
Further information in respect of the Concert Party is set out below.
Rule 9 of the Takeover Code
If any person acquires an interest in shares which, when taken together with shares in which he and persons acting in concert with him are already interested, carry 30% or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer in cash to all shareholders in the company at the highest price paid by him or any person acting in concert with him for an interest in such shares within the preceding 12 months.
Rule 9 of the Takeover Code also provides that if any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company which is subject to the Takeover Code but does not hold shares carrying more than 50% of such voting rights, and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in such company in which he is interested, that person is normally required to make a general offer in cash to all shareholders in the company at the highest price paid by him or any person acting in concert with him for an interest in such shares within the preceding 12 months.
Waiver of Rule 9 obligation
Under Note 1 on the Notes on the Dispensations from Rule 9, the Takeover Panel will normally waive the requirement for a general offer to be made in accordance with Rule 9 of the Takeover Code (a "Rule 9 offer") if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him ("the Independent Shareholders") pass an ordinary resolution on a poll at a general meeting ("a Whitewash Resolution") approving such a waiver. The Takeover Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Takeover Code) if Independent Shareholders holding more than 50% of the company's shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the shareholders of the company at a general meeting.
The Takeover Panel has received confirmations from the Whitewash Shareholders, who together are the beneficial owners of 207,168,383 Ordinary Shares, representing 53.66 per cent. of the Company's issued share capital carrying voting rights, as follows:
1. that the Whitewash Shareholders have absolute discretion over the manner in which their respective Ordinary Shares are voted and that these Ordinary Shares are held free of all liens, pledges, charges and encumbrances;
2. that (a) save for the fact that the Whitewash Shareholders are all shareholders in the Company, there is no connection between them and the Concert Party; (b) the Whitewash Shareholders do not have any interest or potential interest, whether commercial, financial or personal, which is conditional on the outcome of the Financing; and (c) the Whitewash Shareholders are Independent Shareholders of the Company; and
3. that, in connection with the Financing:
(a) the Whitewash Shareholders have consented to the Takeover Panel granting a waiver from the obligation for the Concert Party to make a Rule 9 offer to the Oxus Shareholders;
(b) subject to Independent Shareholders of the Company holding more than 50% of the shares capable of being voted on a Whitewash Resolution giving separate confirmations in writing, the Whitewash Shareholders have consented to the Takeover Panel dispensing with the requirement that Independent Shareholders approve a Whitewash Resolution at a general meeting of the Company; and
(c) the Whitewash Shareholders would have voted in favour of a Whitewash Resolution had such a resolution been put to the Independent Shareholders of the Company at a general meeting.
In giving the confirmations referred to above, the Whitewash Shareholders each acknowledged:
1. that if the Takeover Panel received written confirmations from Independent Shareholders holding more than 50% of the shares capable of being voted on a Whitewash Resolution, the Takeover Panel would approve the waiver from the obligation for the Concert Party to make a Rule 9 offer, such waiver being approved by Independent Shareholders of the Company at a general meeting;
2. that if no general meeting is held to approve the Whitewash Resolution:
(a) there would not be an opportunity for any other person to make any alternative proposal to the Company conditional on such Whitewash Resolution not being approved by Independent Shareholders of the Company;
(b) there would not be an opportunity for other Oxus Shareholders to make known their views on the Financing; and
(c) there would be no requirement for the Company either (i) to obtain and make known to the Oxus Shareholders competent independent advice under Rule 3 of the Takeover Code on either the Financing or the waiver of the obligation for the Concert Party to make a Rule 9 offer or (ii) to publish a circular to Oxus Shareholders in compliance with Appendix 1 of the Takeover Code in connection with this matter.
Whitewash Shareholders also confirmed that they would not sell, transfer, pledge, charge, or grant any option or other right over, or create any encumbrance over or otherwise dispose of their Ordinary Shares until after the conclusion of the proposed EGM to approve, amongst other things, the Financing.
Information on the Concert Party
The Concert Party comprises Baiyin, CITIC Construction, Chang Xin and Long March. Baiyin will provide 53% of the Financing, CITIC Construction will provide 31% and Chang Xin will provide 16%. Each member of the Concert Party will incorporate an offshore special purpose vehicle for the purposes of providing its proportion of the Financing and holding its proportion of the Equity Subscription Shares, New CLNs and Concert Party Warrants.
84 per cent. of the Concert Party is ultimately owned and controlled by the Government of the People's Republic of China and the Gansu Province of the People's Republic of China.
Baiyin
Baiyin Non-Ferrous Group was incorporated in July 2007 with a registered capital of RMB5 billion. The beneficial owners are the Gansu Province State-owned Assets Supervision and Administration Commission (43%), Gansu Province State-owned Assets Management Co., Ltd (8%), CITIC Group (4%) and CITIC Guoan Group (45%). Both Gansu Province State-owned Assets Supervision and Administration Commission and Gansu Province State-owned Assets Management Co. Ltd are owned by the Gansu Province government. CITIC Guoan Group is 100% owned by the CITIC Group, which is itself owned by the Ministry of Finance of China. Baiyin mines and manufactures copper, aluminium, lead, zinc, gold, silver, and nonferrous metal products in China. The company was formerly known as Baiyin Nonferrous Metals Corporation which was founded in 1954 and is based in Baiyin City, Gansu Province, China. The company's premium brand "Honglu" is well established in both China and overseas markets.
The audited financial statements for Baiyin Non-Ferrous Group, from which the amounts shown below have been extracted, were prepared under PRC GAAP.
| Year ended 31 December | 2007 | 2008 |
| RMB'000 | RMB'000 | |
| Turnover | 3,855,061 | 7,202,591 |
| Net profit before tax | 10,374 | 325,271 |
| Taxation | - | 208 |
| Net profit after taxation | 10,374 | 325,063 |
| Attributable to: | ||
| Shareholders of the company | 10,374 | 325,063 |
| Minority interests | - | - |
As at 31 December 2008, Baiyin's audited net assets comprised:
| ASSETS | RMB'000 |
| Non-current assets | |
| Equity investments | 36,124 |
| Fixed assets | 1,492,932 |
| Project materials | 1,898 |
| Construction-in-progress | 539,018 |
| Intangible assets | 1,230,711 |
| 3,300,683 | |
| Current assets | |
| Inventory | 2,039,262 |
| Other receivables | 788,941 |
| Prepayments | 500,861 |
| Trade receivables | 71,679 |
| Bills receivables | 24,270 |
| Cash and cash equivalents | 5,652,204 |
| 9,077,217 | |
| Total assets | 12,377,900 |
| LIABILITIES | |
| Current liabilities | |
| Short term borrowings | 514,344 |
| Trade payables | 776,394 |
| Advances received | 182,176 |
| Wages payable | 66,570 |
| Tax payable | 984 |
| Other payables | 2,319,022 |
| 3,859,490 | |
| Non-current liabilities | |
| Long-term borrowings | 106,000 |
| Long-term payables | 1,099,347 |
| Specific payables | 354,927 |
| Total liabilities | 5,419,764 |
| Net assets | 6,958,136 |
Baiyin's cashflow statement for the year ended 31 December 2008 comprised:
| Year ended 31 December | 2008 |
| RMB'000 | |
| Net cash inflow from operating activities | 55,228 |
| Net cash outflow from investing activities | (426,007) |
| Net cash inflow from financing activities | 3,596,872 |
| Net increase in cash and cash equivalents | 3,222,093 |
| Cash and cash equivalents at the beginning of the year | 2,426,111 |
| Cash and cash equivalents at the end of the year | 5,652,204 |
The directors of Baiyin are:
| (a) | Mr. Li Peixing (Chairman) | Vice Party Secretary and Senior Engineer. Mr. Li joined Baiyin in 1986, previous positions including head of smelting plant Baiyin, Chairman of former Baiyin Non-Ferrous Limited |
| (b) | Mr. Sun Yalei (Vice Chairman) | Assistant of President of CITIC Group, Vice Chairman and President of CITIC Guoan Group, Vice Chairman of CITIC Guoan Information Industry Co., Ltd |
| (c) | Mr. Wang Yanming (Vice Chairman) | Party Secretary and Senior Engineer. Mr. Wang joined Baiyin in 1978, previous positions including Vice Chairman and Vice President of former Baiyin Non-Ferrous Limited |
| (d) | Mr. Luo Ning | Assistant of President of CITIC Group, Vice Chairman and President of CITIC Guoan Group, Chairman and President of CITIC Networks Co., Ltd |
| (e) | Mr. Zhao Wenhai | Director of Baiyin since November 2008 |
| (f) | Ms. Xia Guilan | Vice Chairman and Party Secretary of CITIC Guoan Group. Vice Chairman of CITIC Guoan Information Industry Co., Ltd. Chairman of Guoan Hotel Beijing |
| (g) | Mr. Li Jianyi | Vice Chairman of CITIC Guoan Group, Vice Chairman of Xintain International Economic and Technical Cooperative Co., Ltd |
| (h) | Mr. Qin Yongzhong | Executive Vice President and Director of CITIC Guoan Group |
| (i) | Mr. Wu Wanhua | Deputy Head of Gansu Province State-owned Assets Supervision and Administration Commission |
| (j) | Mr. Liao Ming | Senior Engineer, President of Baiyin. Joined Baiyin in 1982 and previously held positions as President and Director of the former Baiyin Non-Ferrous Co Ltd |
| (k) | Mr. Qi Chengzhang | Senior Engineer, Vice President of Baiyin |
| (l) | Mr. Xu Duofeng | Senior Engineer, Vice President of Baiyin |
| (m) | Mr. Zhang Jinlin | Senior Engineer, Vice President of Baiyin. Joined Baiyin in 1990 and previously held positions as Vice President of the former Baiyin non-Ferrous Co. Ltd. |
CITIC Construction
CITIC Construction was incorporated in November 2002 with a registered capital of RMB100 million. CITIC Construction is mainly engaged in the engineering contracting business and has undertaken a number of major projects in Asia, Africa and Latin America, encompassing metallurgy, the chemical industry, power generation, nonferrous metals, infrastructure and social housing. One of the major projects that CITIC Construction completed is the Beijing National Stadium (The Bird's Nest). CITIC Construction is beneficially owned by the CITIC Group, which is itself wholly owned by the State Council of China.
The audited financial statements for CITIC Construction, from which the amounts shown below have been extracted, were prepared under PRC GAAP.
| Year ended 31 December | 2007 | 2008 |
| RMB'000 | RMB'000 | |
| Turnover | 7,152,047 | 10,284,753 |
| Net (loss)/profit before tax | 345,262 | 586,381 |
| Taxation | 86,154 | 149,662 |
| Net (loss)/profit after taxation | 259,108 | 436,719 |
| Attributable to: | ||
| Shareholders of the company | 293,305 | 436,719 |
| Minority interests | (197) | - |
As at 31 December 2008, CITIC Construction's audited net assets comprised:
| ASSETS | RMB'000 |
| Non-current assets | |
| Investments held to maturity | 785,550 |
| Equity investments | 8,004 |
| Investments in real estate | 61,513 |
| Fixed assets | 239,312 |
| Intangible assets | 3,678 |
| Long-term deferred expenses | 412 |
| Deferred tax | 13,913 |
| Other non-current assets | 26,010 |
| 1,138,392 | |
| Current assets | |
| Inventory | 173 |
| Other receivables | 1,981,686 |
| Prepayments | 1,414,964 |
| Trade receivables | 2,287,252 |
| Cash and cash equivalents | 8,446,955 |
| 14,131,030 | |
| Total assets | 15,269,422 |
| LIABILITIES | |
| Current liabilities | |
| Short term borrowings | 100,000 |
| Bills payables | 169,123 |
| Trade payables | 2,239,633 |
| Advances received | 9,451,317 |
| Wages payables | 32,153 |
| Tax payables | 277,225 |
| Interest expense payables | 19,043 |
| Dividends payables | 18,170 |
| Other payables | 1,911,724 |
| 14,218,388 | |
| Non-current liabilities | |
| Long-term borrowings | 321,597 |
| Total liabilities | 14,539,985 |
| Net assets | 729,437 |
CITIC Construction's cashflow statement for the year ended 31 December 2008 comprised:
| Year ended 31 December | 2008 |
| RMB'000 | |
| Net cash inflow from operating activities | 4,478,923 |
| Net cash outflow from investing activities | (271,052) |
| Net cash inflow from financing activities | 39,863 |
| Effects of exchange rate changes, net | (95,585) |
| Net increase in cash and cash equivalents | 4,152,149 |
| Cash and cash equivalents at the beginning of the year | 4,294,806 |
| Cash and cash equivalents at the end of the year | 8,446,955 |
The directors of CITIC Construction are:
| (a) | Ms. Hong Bo | Chairwoman |
| (b) | Mr. Tian Wei | Vice Chairman |
| (c) | Mr. Wang Jiangsheng | Vice Chairman |
| (d) | Mr. Hua Dongyi | Vice Chairman |
| (e) | Ms. Ren Xia | Director |
| (f) | Mr. Luan Zhenjun | Director |
| (g) | Mr. Xu Xiang | Director |
| (h) | Mr. Li Guofu | Director |
| (i) | Mr. Yuan Shaobin | Director |
Chang Xin and Long March
Chang Xin is a private equity fund registered in China and managed by Long March. Long March was incorporated in Beijing on 10 February 2009 as a wholly foreign owned enterprise of Long March Capital Ltd. and is engaged in the business of investment consultation and management services. Long March commenced business operations in 2009 and accordingly has not produced any audited financial statements. Long March Capital Ltd. is a private company registered in Hong Kong which is beneficially owned as to 50% by Mr. Clement Kwong and 50% by Mr. Alex Yao.
The directors of Long March are:
| (a) | Mr. Clement Kwong | Director |
| (b) | Mr. Alex Yao | Director |
Mr. Clement Kwong, 43, has served as a director of Long March Capital Ltd, an investment company based in China, since July 2008 and also has served as senior vice president of corporate strategy of Funtalk China Holdings Ltd., a NASDAQ-listed telecoms retailer since July 2009. Mr. Kwong has also served as a director of Funtalk (Cayman) Holdings since November 2007 and a director of China Yinrui Holdings Ltd., a consumer electronic chain stores company based in China, since April 2008. Mr. Kwong was the founder and managing director of ARC Capital Partners, manager of a USD600 million private equity fund investing in China established in 2006.
Mr. Kwong has a Masters degree in Business Administration from the University of British Columbia and is an Associate of the Institute of Bankers in Canada.
Mr. Alex Chun Yao, 43, has been involved in investment advisory and management and has served as a director of Long March Capital Ltd since July 2008. In 2000, Mr. Yao founded MTP Marketing and Technologies Partnership ("MTP"), a firm involved primarily in consulting in business development, merger and acquisition and business restructuring in China. Mr. Yao has been the managing director of MTP since its inception. Mr. Yao specialises in advising international clients, and also large Chinese corporations. MTP clients have included, inter alia, Schott, T- Systems of Deutsche Telekom, Sinopharma Group etc.
In 1989, Mr. Yao graduated with a Masters degree in Law from Nankai University in Tianjin, China.
The Concert Party has no current plans to redeploy the fixed assets of the Company. Members of the Concert Party and the Company will enter into the Relationship Agreement prior to Admission which will govern certain matters between them with effect from Admission.
Irrevocable undertakings in respect of the EGM
Details of the Whitewash Shareholders, who have undertaken to vote in favour of all of the Resolutions at the EGM, and their beneficial holdings in the Company are set out below:
| Name | Number of Ordinary Shares | Percentage of existing issued share capital |
| RAB Special Situations (Master) Fund Limited | 103,619,858 | 26.84% |
| Zeromax GmbH | 68,928,723 | 17.85% |
| L-R Global Partners LP and L-R Global Fund | 20,619,802 | 5.34% |
| George Robinson | 14,000,000 | 3.63% |
| Total | 207,168,383 | 53.66% |
The irrevocable undertakings contain warranties given by the Whitewash Shareholders regarding, amongst other things, their interests in the Company. The undertakings comprise, amongst other things, confidentiality undertakings with regard to the Financing, orderly market undertakings, initial undertakings ("Initial Undertakings") to, amongst other things, exercise or procure the exercise of voting rights attached to the relevant Ordinary Shares in such a manner as may reasonably be required by the Company to enable the Financing to complete and general undertakings ("General Undertakings") to, amongst other things, refrain from taking any action which may be materially prejudicial to the success of the Financing.
The confidentiality undertakings cease to be binding on publication of this announcement. Provided the EGM takes place prior to 31 January 2010, the orderly market undertakings will remain in force from the date of the EGM until the earlier of completion (or withdrawal) of the Financing and 31 March 2010. The Initial Undertakings will cease to be binding on 31 January 2010. The General Undertakings will remain in force from the date of the EGM until the earlier of completion (or withdrawal) of the Financing and 31 March 2010.
Variation of terms of the Existing CLNs
The Company has executed an instrument, the CLN Supplemental Deed, (previously approved by the Existing CLN Holders by written resolution) which varies the terms, including the date of repayment, of the Existing CLNs. Further details of these amendments and the terms of the CLN Supplemental Deed are set out below.
The variation to the Existing CLNs is not conditional on the Financing taking place. However, the amendments to the Existing CLNs are conditional upon the Company obtaining suitable project finance and/or unconditional financing commitments on reasonable commercial terms of an amount equal to US$80 million or more. If this condition is not satisfied, or waived by 75% of the Existing CLN Holders on or before 31 December 2010, they may elect either to continue with the amended terms or to revert to the existing terms of the loan notes.
The CLN Supplemental Deed sets out certain amendments to the instrument constituting the Existing CLNs including, amongst other things, an extension to the final repayment date of the Existing CLNs from 2010 to 2013; a change to the conversion rate of the Existing CLNs into Ordinary Shares from £0.37 per Ordinary Share to £0.12 per Ordinary Share; and a change to the exchange rate (for the purposes of calculating the conversion rate into Ordinary Shares) from US$1.90 to GBP1.00 to US$1.60 to GBP1.00.
If the condition is satisfied and all the Existing CLNs are converted on the basis set out in the CLN Supplemental Deed, the Existing CLN Holders will be entitled to receive 96,354,166 Ordinary Shares in aggregate.
The Resolutions include authorities to allot Ordinary Shares consequent to the variation of such terms.
New warrants to Existing CLN Holders
Further to the approval of the CLN Supplemental Deed by Existing CLN Holders, the Company has agreed to grant Existing CLN Warrants to Existing CLN Holders who arrange project finance for the Company. Accordingly, the Company has executed a warrant instrument pursuant to which the Existing CLN Holders have been granted a conditional right to subscribe for Ordinary Shares.
The right to subscribe is conditional on the Company first obtaining new financing from one or more investor (other than the Existing CLN Holders) on a project basis and/or at a project-level of at least US$80 million ("New Investor Financing"). The Existing CLN Holders will have a period of three months from first drawdown of the New Investor Financing to procure additional financing for the Company on a project basis and/or at a project-level of up to US$18.8 million (in aggregate), such financing to be obtained on the same or better terms as the New Investor Financing. An Existing CLN Holder who succeeds in procuring such additional financing will become entitled (upon first drawdown of that additional financing) to unconditional warrants giving a right to subscribe for Ordinary Shares for a period of five years from the date of Admission.
The number of Ordinary Shares to which an Existing CLN Holder will be entitled on exercise of its warrants will be calculated pro rata to the amount of additional financing that the Existing CLN Holder successfully procures for the Company. The warrants are exercisable in two tranches: the first tranche will be in respect of a maximum of 21,071,428 Ordinary Shares (in aggregate) at an exercise price of 7p per share (expressed on an unconsolidated basis); the second tranche will be in respect of a maximum of 14,750,000 Ordinary Shares (in aggregate) at an exercise price of 10p per share (expressed on an unconsolidated basis). If each Existing CLN Holder procures its maximum proportion of the additional financing the number of Ordinary Shares to which it will be entitled on exercise of its warrants is as follows:
| Existing CLN Holder | Tranche one maximum entitlement | Tranche two maximum entitlement |
| RAB Special Situations (Master) Fund Limited | 6,833,977 | 4,783,784 |
| Zeromax GmbH | 6,833,977 | 4,783,784 |
| L-R Managers LLC | 3,416,988 | 2,391,892 |
| Visor Capital | 3,986,486 | 2,790,540 |
| Total: | 21,071,428 | 14,750,000 |
Share Consolidation and share dealing facility for Small Shareholders
The Board has decided that it is appropriate, in view of the Financing, to effect the Share Consolidation. Resolution 6 will accordingly be proposed at the EGM and the Share Consolidation will take effect upon Admission. The Share Consolidation will not take place unless Admission occurs.
It is proposed that every seven Ordinary Shares will be consolidated into one new ordinary share with a nominal value of 7p ("Consolidated Ordinary Shares"). Shareholders with a holding of Ordinary Shares which is not exactly divisible by seven will have their holdings rounded down to the nearest whole number of Consolidated Ordinary Shares.
On the assumption there is no Placing or other allotment of Ordinary Shares between the date of this announcement and Admission, the total number of Consolidated Ordinary Shares held by Oxus Shareholders immediately prior to Admission will be approximately 55,151,837 (note this number could vary due to fractional entitlements which may arise a result of the Share Consolidation).
The rights attaching to the Consolidated Ordinary Shares will be identical in all respects to those of the existing Ordinary Shares. Accordingly, the Share Consolidation is not intended to have any adverse effect on the market value of the Ordinary Shares held by Oxus Shareholders.
Following the Share Consolidation, replacement share certificates will be despatched to Shareholders in respect of newly denominated Existing Ordinary Shares held in certificated form. Existing certificates will be void. In respect of Existing Ordinary Shares held in uncertificated form, CREST accounts will be credited with the newly denominated Existing Ordinary Shares on the record date for the Share Consolidation.
The Directors are aware that some Shareholders may consider that the holding of Consolidated Ordinary Shares which they will receive pursuant to the Share Consolidation will be too small for them to be able to sell their holding without incurring disproportionately high dealing costs.
Accordingly, your Board is pleased to report that the Company has arranged for Fairfax to provide, conditional on Admission, a dealing facility offering Oxus Shareholders with 1,000 or fewer Ordinary Shares (expressed on an unconsolidated basis) the opportunity to sell them at nil cost.
The Company will make a further announcement nearer the date of Admission providing details in respect of this share dealing facility.
Details of Admission
Once the conditions to completion of the Financing are satisfied, application will be made to the London Stock Exchange for admission of the Equity Subscription Shares to trading on AIM.
As completion of the Financing is conditional upon, amongst other things, signature of the Foreign Investment Agreement and receipt of the Chinese Approvals, it is not currently possible for the Directors to estimate the date on which the Financing will complete and Admission will take place. As soon as the intended date of completion is known, Oxus will make a further announcement of the proposed record date for the Share Consolidation and proposed date of Admission.
EGM
The Company intends shortly to post a notice convening an EGM at which the Resolutions will be proposed:
Resolutions (2), (3) and (6) will be proposed as ordinary resolutions and Resolutions (1), (4), (5) and (7) will be proposed as special resolutions.
Recommendation
The Directors consider that the Financing, the proposed changes to the Board, the amendment to the Articles, the Share Consolidation and the revocation of the Company's authorised share capital are fair and reasonable and in the best interests of the Company and Oxus Shareholders as a whole. In addition, the Directors, having been so advised by Fairfax, consider that the proposals to approve the variation of terms of the Existing CLNs are fair and reasonable so far as Oxus Shareholders are concerned. Accordingly the Directors unanimously recommend that Oxus Shareholders vote in favour of all the Resolutions at the EGM.
The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings of 7,529,276 Ordinary Shares representing approximately 1.95% of the issued Ordinary Shares.
KEY STATISTICS
| Number of Ordinary Shares in issue at the date of this announcement
| 386,062,860 |
| Number of new Ordinary Shares being issued pursuant to the Equity Subscription
| 573,000,000 |
| as a percentage of the Enlarged Share Capital
| 59.75% |
| Price per Equity Subscription Share | 6p
|
| Gross proceeds of the Equity Subscription | £34,380,000
|
| Estimated net proceeds of the Equity Subscription | £32,424,000
|
| Number of Existing CLN Warrants in issue immediately following Admission
| 35,821,428 |
| Number of Concert Party Warrants in issue immediately following Admission
| 151,785,714 |
| Total number of warrants in issue immediately following Admission | 192,607,142
|
| Principal amount of Existing CLNs in issue immediately following Admission
| US$18,500,000 |
| Principal amount of New CLNs in issue immediately following Admission
| US$30,000,000 |
| ISIN | GB0030632714 |
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
| "Admission" | the admission to trading on AIM of the Equity Subscription Shares becoming effective in accordance with the AIM Rules for Companies;
|
| "AGF" | Amantaytau Goldfields AO;
|
| "AIM" | the AIM market operated by the London Stock Exchange;
|
| "AIM Rules for Companies" | the rules of the London Stock Exchange governing the admission of securities to trading on and the regulation and operation of AIM including, for the avoidance of doubt, the Note for Mining and Oil & Gas Companies;
|
| "Articles" | the articles of association of the Company;
|
| "Baiyin" | Baiyin Non-Ferrous Group Co., Ltd, a company incorporated in the People's Republic of China;
|
| "BFS" | the bankable feasibility study in respect of AGF's underground sulphide Severny deposit compiled by Wardell Armstrong International (originally completed in June 2008);
|
| "Board" or "Directors" | Richard Shead, Richard Wilkins, John Donald, Miradil Djalalov, Oliver Prior and James McBurney;
|
| "Business Day" | a day on which the London Stock Exchange is open for the transaction of business;
|
| "Chang Xin" | Chang Xin Yuan Su (Tianjin) Equity Investment Fund Management LP., a private equity fund registered in the People's Republic of China, whose investment manager is Long March;
|
| "Chinese Approvals" | the approvals of the Chinese authorities to the Financing;
|
| "CIP" | carbon in pulp;
|
| "CITIC Construction" | CITIC Construction Co., Ltd, a wholly owned subsidiary company of CITIC Group incorporated in the People's Republic of China;
|
| "CITIC Group" | CITIC Group, a holding company incorporated in the People's Republic of China and wholly owned by the People's Republic of China;
|
| "CITIC Guoan Group" | CITIC Guoan Group, a wholly owned subsidiary company of the CITIC Group incorporated in the People's Republic of China;
|
| "CLN Supplemental Deed" | the deed poll executed by the Company on 6 January 2010 amending the instrument constituting the Existing CLNs;
|
| "Companies Act" | the Companies Act 2006;
|
| "Concert Party" | CITIC Construction, Baiyin, Long March and Chang Xin, the persons deemed by the Takeover Panel to be acting in concert with each other, and whose shareholdings in Oxus will on completion of the Financing in aggregate exceed 50% of the Enlarged Share Capital, and reference to a "member of the Concert Party" shall be a reference to any one of them; |
| "Concert Party Warrants" | warrants to subscribe for up to 151,785,714 Ordinary Shares to be issued to members of the Concert Party;
|
| "CREST" | the relevant system (as defined in the Regulations) operated by Euroclear UK & Ireland Limited in accordance with which securities may be held and transferred in uncertificated form;
|
| "EGM" | the Extraordinary General Meeting of the Company to be held as soon as practicable following execution of the Equity Subscription Agreement;
|
| "Enlarged Share Capital" | the issued Ordinary Shares as at the date of this announcement and the Equity Subscription Shares;
|
| "Equity Subscription" | the subscription by members of the Concert Party for the Equity Subscription Shares pursuant to the Equity Subscription Agreement;
|
| "Equity Subscription Agreement" | the conditional agreement between the Company and members of the Concert Party;
|
| "Equity Subscription Shares" | 573,000,000 new Ordinary Shares to be issued and allotted at a price of 6p per share pursuant to the Equity Subscription Agreement;
|
| "Existing CLNs" | the US$18.5 million convertible loan notes issued to the Existing CLN Holders on the terms of a deed poll executed by the Company on 14 May 2008; |
| "Existing CLN Holders"
| the holders of the Existing CLNs; |
| "Existing CLN Warrants" | warrants to subscribe for up to 35,821,428 Ordinary Shares to be issued to the Existing CLN Holders; |
| "Existing Ordinary Shares"
| the Ordinary Shares in issue at the date of this announcement; |
| "Fairfax" | Fairfax I.S. PLC;
|
| "Financing" | the investment in the Company conditionally agreed to be made by members of the Concert Party by way of the Equity Subscription and the subscription for New CLNs and the Concert Party Warrants;
|
| "Foreign Investment Agreement" | an agreement to be entered into by and between: (1) the Uzbek Ministry; (2) members of the Concert Party; (3) the Company; (4) Oxus Resources Corporation; (5) Oxus Holdings (Malta) and (6) AGF, in relation to certain tax, fiscal and other matters concerning the Oxus Group;
|
| "GBP"
| Pounds Sterling, the lawful currency of the United Kingdom; |
| "JORC Code" | the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Mineral Council of Australia;
|
| "LIBOR" | London Interbank Offered Rate;
|
| "London Stock Exchange"
| London Stock Exchange PLC; |
| "Long March" | Long March Investment Consulting (Beijing) Co. Ltd, a company incorporated in Beijing in the People's Republic of China;
|
| "Long Stop Date" | 31 December 2010; |
| "New CLNs" | the US$30 million convertible loan notes to be issued to members of the Concert Party;
|
| "ORC"
| Oxus Resources Corporation; |
| "Ordinary Shares" | ordinary shares of 1p each in the capital of the Company; |
| "Oxus" or the "Company" | Oxus Gold plc;
|
| "Oxus Group"
| the Company, its subsidiaries and (when applicable) AGF; |
| "Oxus Shareholders" | holders of Ordinary Shares as at the date of this announcement;
|
| "Placing" | a potential placing by Fairfax (as agent for the Company) prior to Admission to raise up to £4 million (at a subscription price to be determined but at not less than 6p per new Ordinary Share);
|
| "Panel Waiver" | the waiver conditionally granted by the Takeover Panel of any obligation which would otherwise be imposed on the Concert Party, either individually or collectively, under Rule 9 of the Takeover Code, as a result of the Financing;
|
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No.3775) as amended;
|
| "Relationship Agreement" | the agreement to be entered into between members of the Concert Party and the Company governing certain matters between them;
|
| "Resolutions" | the resolutions to be proposed at the EGM, a summary of which is set out in this announcement;
|
| "RMB" | China Yuan Renminbi, the lawful currency of the People's Republic of China, the exchange rate of which (as at the date immediately prior to the date of this announcement) is approximately GBP1 = RMB10.91;
|
| "Share Consolidation" | the proposed consolidation of the Ordinary Shares (conditional on Admission) on a seven for one basis;
|
| "Sulphide Project" | the underground expansion of the AGF gold mines, a feasibility study in respect of which has been presented to the requisite Uzbek ministries and governmental agencies for approval, subject to further amendment by the Concert Party and the Company;
|
| "Takeover Code" | the City Code on Takeovers and Mergers; |
| "Takeover Panel" | The Panel on Takeovers and Mergers;
|
| "uncertificated" or "in uncertificated form" | an Ordinary Share recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;
|
| "United States" | the United States of America, its territories and possessions and any other areas subject to its jurisdiction, any state of the United States and the District of Columbia;
|
| "US$" | United States Dollars, the lawful currency of the United States; |
| "Uzbek Ministry" | Uzbek Ministry for Foreign Economic Relations, Investments and Trade; and
|
| "Whitewash Shareholders" | RAB Special Situations (Master) Fund Limited, Zeromax GmbH, L-R Managers LLC and George Robinson. |
Responsibility statements
The Directors accept responsibility both individually and collectively for the information contained in this announcement (other than the information concerning the Concert Party and its intentions for which the Concert Party alone takes responsibility). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Concert Party accepts responsibility, both individually and collectively, for the information contained in this announcement concerning the Concert Party and its intentions. To the best of the knowledge and belief of the Concert Party (the members of which have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.