27 Mar 2012 09:32
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: | ||||||||||||||||||
Premier Management Holdings plc
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||
Stonebridge House Chelmsford Road Hatfield Heath Essex CM22 7BD
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COUNTRY OF INCORPORATION: | ||||||||||||||||||
UK
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||
www.premiermgt.info Following completion of the acquisition and approval of the name change, expected to take effect on or after 30 March 2012, the website address will change to: www.premiergoldresources.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||
The Main country of operation is Kyrgyzstan.
The Company was incorporated on 17 December 1999 as a public limited company. On 17 March 2000 the Company's Ordinary Shares were admitted to trading on AIM.
As announced on 27 October 2010 the Company has entered into option deed pursuant to which the Company has been granted an option to acquire the entire issued share capital of Central Asia Resources Ltd ("CAR"). Following shareholder approval of the Company's new investing policy at the general meeting held on 12 November 2010, the Company is now focused on acquiring controlling stakes in natural resources projects. The board of the Company has decided to exercise this option. The acquisition of CAR would constitute a Reverse Takeover under Rule 14 of the AIM Rules for Companies and requires shareholder approval. At that general meeting, shareholders will also be asked to approve to change the name of the Company to Premier Gold Resources Plc.
If the acquisition of Central Asia Resources Ltd. is approved by Shareholders and completes, the Company's first project will be the Cholokkaindy Project in the Kyrgyz Republic. The Company is also targeting additional gold projects in the Kyrgyz Republic in the near-term.
The Company currently has no fixed assets and no changes to the location of the Company are envisaged at this time.
This admission is sought as a result of a reverse takeover. | ||||||||||||||||||
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 held as treasury shares): | ||||||||||||||||||
612,078,458 Ordinary Shares of .01p each, and 175,799,093 Warrants
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||
Capital to be raised: nil Expected market cap: £4.6m (at last closing price on 15 November 2011)
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||
51.17
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: | ||||||||||||||||||
N/a
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
Gerald "Gerry" Desler, Chairman and Finance Director Richard Nolan, Chief Operating Officer Dr Reza Tabrizi, Executive Director Christian Schaffalitzky, Non-Executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||
N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||
(i) 31 December (ii) 30 June 2011 (iii) 30 June 2012, 30 September 2012 and 30 June 2013
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EXPECTED ADMISSION DATE: | ||||||||||||||||||
30 March 2012
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NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||
Libertas Capital Corporate Finance Limited 17c Curzon Street London W1J 5HU
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NAME AND ADDRESS OF BROKER: | ||||||||||||||||||
Rivington Street Corporate Finance 3rd Floor, 3 London Wall Buildings, London Wall, London EC2M 5SY
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||
Libertas Capital Corporate Finance Limited 17c Curzon Street London W1J 5HU
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DATE OF NOTIFICATION: | ||||||||||||||||||
26 March 2012
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NEW/ UPDATE: | ||||||||||||||||||
Update
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