Last checked at 28 Sep 2012 10:32
THOR MINING PLC
Additional Information Provided to the Australian Securities Exchange
Dated: 28 September 2012
Thor Mining Plc ("Thor" or "the Company") (AIM, ASX: THR) has received a request from the Australian Securities Exchange ("ASX") to add additional information to the Company's Annual Report. The Company has responded and a copy of the Company's response is set out below.
Enquiries:
Mick Billing | +61 (8) 7324 1935
| Thor Mining PLC | Executive Chairman |
Allan Burchard | +61 (8) 7324 1935
| Thor Mining PLC | CFO/Company Secretary |
Gerry Beaney/ David Hignell | +44 (0) 207 383 5100
| Grant Thornton Corporate Finance
| Nominated Adviser |
Nick Emerson/ Renato Rufus | +44 (0) 1483 413500 | Simple Investments | Broker |
Alex Walters/ Lavinia Fiamma | +44 (0) 7771 713608 +44 (0) 207 839 9260 | Cadogan PR | Financial PR |
Updates on the Company's activities are regularly posted on Thor's website www.thormining.com, which includes a facility to register to receive these updates by email.
Mr Cameron Bill
Senior Adviser, Listings
ASX Compliance Pty Ltd
20 Bridge Street
Sydney NSW 2000
28 September 2012
Dear Mr Bill,
I refer to your enquiry dated 24 September 2012.
In response that enquiry, I advise that Thor Mining Plc proposes to insert additional comment into its Annual Report which is now in the course of publication.
This information will be included under the heading of ASX Additional Information
Date and Place of Incorporation, and Application of Takeover Provisions.
a) The company was incorporated in England on 3 November 2004 as ThorMining Ltd and was re-registered as a public company, with the name Thor Mining plc, on 6 June 2005.
b) The company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of shares (including substantial shareholdings and takeovers).
c) As a public company incorporated in England and Wales, Thor Mining plc is subject to the City Code on Takeovers and Mergers (the Code).
Subject to certain exceptions and limitations, a mandatory offer is required to be made under Rule 9 of the Code broadly where:
(i) a bidder and any persons acting in concert with it acquire shares carrying 30% or more of the voting rights of a target company; or
(ii) if a bidder, together with any concert parties, increases its holding where its holding is not less than 30% but not more than 50% of
the voting rights.
Rule 9 requires a mandatory offer to be made in cash and at the highest price paid by the bidder (or any persons acting in concert with it) for any interest in shares of the relevant class during the 12 months prior to the announcement of the offer.
In addition, save in certain specified circumstances, rule 5 of the code imposes restrictions on acquisitions which increase a person's total number of voting rights in Thor Mining plc (when aggregated with those of his concert parties) to 30% or more of the total voting rights of the company or if he, together with his concert parties, having an interest in 30% or more of such voting rights, acquires more voting rights up to (and including) a total of 50%.
Where a bidder obtains acceptances of at least 90% of the shares subject to a takeover offer (which excludes any shares held by it or its concert parties) and acceptances of at least 90% of the voting rights carried by the shares subject to the offer, it can require the remaining shareholders who have not accepted the offer to sell their shares on the terms of the offer.
Yours Faithfully
Allan Burchard
Company Secretary