POL.L Regulatory News (POL)

29 Feb 2008 17:02

AIM29 February 2008 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME:Polo Resources Limited COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :Craigmuir Chambers, Road Town, Tortola, British Virgin Islands COUNTRY OF INCORPORATION:British Virgin Islands COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.poloresources.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: The Directors are focused on acquiring interests in coal projects that are strategically located to serve the growingAsian demand and they believe that the Acquisitions will drive Polo forward and represent an important part of theCompany's growth strategy. This is an exciting opportunity for the Group as it seeks to become a major internationalcoal mining and exploration group with additional interests in uranium, its main country of operation being Mongolia. On 23 November 2007, the Company announced that it had entered into an agreement to acquire the Mongolian TargetCompanies from the Vendors. The total consideration payable in respect of the Mongolian Acquisition to the Vendors andto the Introducing Parties is US$2 million in cash and 25,000,000 Ordinary Shares. On 1 February 2008, the Company announced that it had entered into the GCM Purchase Agreement to purchase the GCMShares from RAB for a total consideration of £9,000,000 in cash and 72,340,425 Ordinary Shares. The Mongolian Acquisition and the GCM Acquisition will constitute reverse takeovers under the AIM Rules and are therefore conditional (inter alia) upon the approval of Shareholders in a general Meeting which has been convened for 29 February 2008. A reverse takeover also involves the cancellation of the ExistingOrdinary Shares from trading on AIM and a new application for the Enlarged Share Capital to be admitted to trading on AIM. Following the completion of the reverse takeover, Polo is no longer an investing company and no funds are being raised. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be heldas treasury shares):808,622,425 Ordinary Shares of no par value CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:Market Capitalisation on admission £72.8 millionPERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:35.52% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED:NA FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Stephen "Steve" Roland Dattels - Executive ChairmanPaul Anthony Ingram - Chief Executive OfficerGuy Elliott - Non Executive DirectorSuresh Hiremath - Non Executive DirectorHarald Gustaaf van Hoeken - Non Executive DirectorDanny Sun - Non Executive DirectorAnthony "Tony" Lloyd Bainbridge - Proposed Chief Operating Officer FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): As at the date of this Document On Admission Name Number of Percentage Number of Percentage Ordinary Shares of issued Ordinary Shares of Enlarged share capital Share Capital TPG-Axon Partners 71,907,000 10.11% 71,907,000 8.89%(Offshore)Ltd Angstrom Capital 60,000,000 8.44% 60,000,000 7.42%Limited Stephen Dattels(1) 60,000,000 8.44% 60,000,000 7.42% Libra Advisors, LLC 45,450,000 6.39% 45,450,000 5.62%(2) Perella Weinberg 41,960,000 5.90% 41,960,000 5.19%PartnersXerion Master FundLtd TPG-Axon Capital 37,043,000 5.21% 37,043,000 4.58% Seamans Capital 36,870,000 5.18% 36,870,000 4.56%ManagementLtd. Tocqueville Gold Fund 33,650,000 4.73% 33,650,000 4.16% RIG III Fund Limited 32,000,000 4.50% 32,000,000 3.96% RAB Special 24,900,000 3.50% 97,240,425 12.03%Situations(Master) Fund Limited 1. Stephen "Steve" Dattels' entire shareholding is held through Chiropo Company SA. 2. Libra Advisors LLC is the investment manager of two funds, Libra Fund LP (holding 36,760,000 Ordinary Shares) and Libra Offshore Ltd (holding 8,690,000 Ordinary Shares). NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:Save as disclosed below and elsewhere in this Document, no person (excluding professionaladvisers otherwise disclosed in this Document and trade suppliers) has: (a) received, directly or indirectly, from the Company within 12 months preceding the date ofthis Document; or (b) entered into contractual arrangements (not otherwise disclosed in this Document) toreceive, directly or indirectly, from the Company on or after Admission any of the following:(i) fees totalling £10,000 or more; or(ii) securities in the Company with a value of £10,000 or more; or(iii) any other benefit with a value of £10,000 or more at the date of Admission. In October 2007, the Company paid US$237,000 in financial advisory fees to TINA in connectionwith its private placement in August 2007. Pursuant to an engagement letter dated 1 December 2007, the Company hasagreed to pay Jeanne Usonis fees in the amount of US$35,000 per month until Admission and to grant Ms. Usonis optionsto subscribe for 500,000 Ordinary Shares at the Placing Price for her consulting services to the Company in relation tothe Admission. Since incorporation, the Company has paid Regent Advisors LLC financial advisory fees totallingUS$105,000. (i) ANTICIPATED ACCOUNTING REFERENCE DATE(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 July(ii) 30 November 2007(iii) 30 April 2008 31 January 2009 30 April 2009 EXPECTED ADMISSION DATE:4 March 2008 NAME AND ADDRESS OF NOMINATED ADVISER: Canaccord Adams LimitedCardinal Place7th Floor80 Victoria StreetLondon, DW1E 5JL NAME AND ADDRESS OF BROKER: Canaccord Adams LimitedCardinal Place7th Floor80 Victoria StreetLondon, DW1E 5JL OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES: Copies of the document will be available free of charge during normal business hours on weekdays (excluding publicholidays) from: Canaccord Adams LimitedCardinal Place7th Floor80 Victoria StreetLondon, DW1E 5JL DATE OF NOTIFICATION:29 February 2008 NEW/ UPDATE:UPDATE This information is provided by RNS The company news service from the London Stock Exchange