14 Dec 2016 13:11
China Africa Resources PLC
14 December 2016
China Africa Resources plc
("China Africa" or the "Company")
Result of GM, Fund Raise, Board Restructure and Change of Advisers
China Africa Resources plc (LON:CAF) is pleased to announce that at the General Meeting held earlier today in connection with the disposal of its subsidiary, China Africa Resources Namibia (Pty) Ltd, a placing, a Board restructure and a change of advisers, as announced on 21 November 2016, that all Resolutions were duly passed.
Paul Johnson, newly appointed Chief Executive Officer of China Africa Resources commented: "I am pleased to assume this role and look forward to working with a diligent and capable management team to drive the Company forward.
The Natural Resources sector is pregnant with new opportunities and we will work efficiently to assess a range of projects with a view to concluding a reverse takeover transaction at the earliest opportunity, in line with AIM rules.
As outlined previously our focus will be the energy metals and minerals space, with a particular focus on Uranium, Lithium, Cobalt, Copper and Coal commodities. Other opportunities outside this focus may be considered if they are sufficiently attractive and offer material upside potential for shareholders.
I would like to welcome the new shareholders in China Africa Resources and thank them for their support. The Company will update shareholders on a regular basis as material developments occur."
In Specie Distribution
The Company has disposed of its sole interest, the Berg Aukas Project, held through its wholly owned subsidiary, China Africa Resources Namibia (Pty) Ltd ("CAR Namibia"), through the completion of the in-specie distribution (as defined in the circular convening the GM). Under Rule 15 of the AIM Rules for Companies, the China Africa is now an AIM Rule 15 cash shell seeking a reverse takeover transaction, primarily focused on the energy metals and minerals sector. The Special Dividend is valued at 1.75p per share.
Placing
The Company has raised gross proceeds of £1 million by way of a placing of New 1p Ordinary Shares at 2.17p each with new investors, the proceeds of which will be used to support the pursuit of a suitable reverse takeover transaction.
Board Restructure
The Board of Directors has been restructured with the appointments of Paul Johnson as Chief Executive Officer and Nick O'Reilly as a Non-Executive Director. Rod Webster, the previous Chief Executive Officer will become Non-Executive Chairman and John Bryant will remain as a Non-Executive Director.
Cungen Ding (Non-Executive Chairman), Li Ming (Non-Executive Director), James Richards (Senior Independent Non-Executive Director), Wuming Wang (Non-Executive Director) and Frank Lewis (Non-Executive Director) have all stepped down from the Board.
Director and Significant Shareholders
Following admission to AIM of the shares issued as part of the placing, the Directors shall have the following shareholdings in the Company:
Name | Number of Ordinary Shares on Admission | % of the Enlarged Issued Share Capital |
Paul Johnson* | 6,392,142 | 8.43% |
Roderick Webster+ | 670,596 | 0.88% |
John Bryant+ | 555,071 | 0.73% |
Nicholas O'Reilly | 552,995 | 0.73% |
Total | 8,170,804 | 10.77% |
*Paul Johnson's holding includes 3,500,000 Ordinary Shares issued to Value Generation Limited, a wholly owned personal service company of Paul Johnson
+Roderick Webster is Non-Executive Director and John Bryant Non-Executive Chairman of Weatherly International plc that holds 5,769,232 shares in the Company representing 7.61% of the enlarged issued share capital. | ||
Director Options
Following the General Meeting approval the Board of the Company have been awarded the following 4.34p options with a three year exercise life vesting immediately:
Name | |
Paul Johnson | 1,500,000 |
Roderick Webster | 1,500,000 |
John Bryant | 1,500,000 |
Nicholas O'Reilly | 1,500,000 |
Total | 6,000,000 |
Change of Advisers
China Africa has appointed SPARK Advisory Partners Limited as the Company's nominated adviser and SI Capital Limited and Beaufort Securities Limited as joint brokers to the Company.
Website
The Company has created a new website to reflect the changes outlined above. The new website will be uploaded shortly and can be viewed at www.chinaafricares.com.
Admission and Trading
Application has been made to the London Stock Exchange for the enlarged issued share capital of 46,082,948 Fund Raise Shares and 6,679,724 Fee Shares (as defined in the announcement on 21 November 2016) of 1p each in the Company to be admitted to trading on AIM. The Fundraise Shares and the Fee Shares are expected to commence trading at 8.00 a.m. on 16 December 2016 and will rank pari passu in all respects with the existing Ordinary Shares save that they will have no entitlement to receive the Special Dividend.
Following the issue of the Fundraise Shares and Fee Shares, the Company will have 75,839,596 Ordinary Shares in issue. The Company does not hold any shares in treasury. Accordingly, following admission of the Fundraise Shares, and the Fee Shares the total number of Ordinary Shares and voting rights in the Company is 75,839,596 shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules of the UK Financial Conduct Authority.
For further information on the Company, visit: http://www.chinaafricares.com/.
China Africa Resources PLC Paul Johnson, Chief Executive Officer
| T: +44 (0) 1707 800774 |
SPARK Advisory Partners - Nominated Adviser Sean Wyndham-Quin Neil Baldwin
| T: +44 (0) 2033 683 555
www.sparkadvisorypartners.com |
SI Capital Limited - Joint Broker Nick Emerson Andy Thacker
| T: +44 (0) 1483 413 500 |
Beaufort Securities Limited - Joint Broker Elliot Hance | T: +44 (0) 207 382 8300 |