Last checked at 3 Apr 2017 08:12
Zanaga Iron Ore Company Limited
("ZIOC" or the "Company") (AIM:ZIOC)
PDMR Dealing and Share Transfer
The Company has been advised by Garbet Limited ("Garbet") that it has transferred its entire holding of 115,671,186 ordinary shares in the Company representing 41.49% of the Company's entire issued share capital to its shareholders and the underlying shareholders of its parent, Strata Limited ("Transfer").
The Transfer was effected in two stages. In the first stage, 108,965,710 ordinary shares representing 39.09% of the Company's entire issued share capital were transferred to Strata Limited ("Strata") and 6,705,476 ordinary shares representing 2.4% of the Company's entire issued share capital to other shareholders in Garbet. In the second stage, Strata transferred the shares it received to its shareholders.
As a result of the Transfer, Garbet ceased to hold any shares in the Company; Strata ceased to hold the shares of the Company transferred to it and the following persons acquired an interest in shares representing 3% or more of the Company's entire issued share capital:
Name | Number of shares | % |
Salamanca Trustees (Jersey) Ltd (YR) | 13,629,127 | 4.89 |
Leganes Limited | 12,513,469 | 4.49% |
Artemis Trust Limited (Hardwick) | 11,916,534 | 4.27% |
AI Holdings Limited | 8,706,621 | 3.12% |
Michael Haworth, a non-executive director of the Company, is indirectly interested in 13,629,127 ordinary shares, representing 4.89% of the issued share capital of the Company by virtue of his interest as a potential beneficiary in Salamanca Trustees (Jersey) Ltd (YR).
During the course of the two stage transfer process, Strata acquired and then immediately disposed of an interest in shares representing 39.09% of the voting rights of the Company. Regulation 33 of the Company's articles of association provides that, in circumstances where a person acquires interests in Shares which carry 30% or more of the voting rights of the Company, the Board shall be entitled, but not obliged, to require such person to make a mandatory general offer for all the ordinary shares in the Company not held by such person ("Mandatory Offer"). At meeting of the board of the Company (the "Board"), the Directors (with Michael Haworth recusing himself) carefully considered this matter. In view of the nature and purpose of the Transfer, the Board decided that it would not be appropriate to require Strata to make a Mandatory Offer in connection with the Transfer provided that the Transfer in two stages was fully implemented. Accordingly, the Board informed Garbet and Strata of such decision before Garbet decided to proceed with the Transfer.
As a result of the Transfer, Garbet is no longer a shareholder in the Company and therefore no longer has the right to appoint two non-executive directors to the Board of the Company and no longer has certain other information rights in each case pursuant to the relationship agreement between Garbet, Guava Minerals Limited ("Guava") and the Company dated 16 November 2010 (the "Relationship Agreement"). None of the current Directors was appointed by Garbet in exercise of its right to appoint a director under the Relationship Agreement.
Simultaneously with the loss by Garbet of its right to appoint non-executive directors under the Relationship Agreement, Guava irrevocably waived its rights to appoint one of the two directors to the Board it is entitled to appoint pursuant to the Relationship Agreement such that it only retains the right to appoint one director. As at the date of this announcement, none of the current Directors has been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement. Guava has also confirmed to the Company that it will not exercise its rights to appoint a non-executive director unless there are at the time of such appointment at least four directors who have not been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement.
Director/PDMR Dealing - Further information
The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transactions as described at the beginning of this announcement.
1. | Details of PDMR / person closely associated (PCA) | |
a) | Name | Michael Haworth |
2. | Reason for the notification | |
a) | Position / status | Non-executive director |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Full name of the entity | Zanaga Iron Ore Company Limited |
b) | LEI | 21380085XNXEX6NL6L23 |
4. | Details of the transaction(s) | |
a) | Description of the financial instrument Identification Code | Ordinary Shares |
b) | Nature of the transaction | Michael Haworth was indirectly interested in 115,671,186 shares held by Garbet Limited. 6,705,476 of these shares were transferred by Garbet to the shareholders of Garbet Limited (other than Strata Limited) and 108,965,710 of these shares were transferred by Garbet to its parent, Strata Limited. In turn, Strata Limited transferred these shares to its preference shareholders, including 13,629,127 shares to a discretionary trust of which Michael Haworth is a potential beneficiary. |
c) | Currency | N/A |
d) | Price(s) and volume(s) | Garbet distributed the shares to its shareholders. Strata transferred shares to its shareholders in consideration for the surrender of preference shares in Strata held by them. |
e) | Aggregated information
Aggregated volume
Price |
115,671,186 shares (disposal by Garbet Limited) 13,629,127 (acquisition by Salamanca Trustees (Jersey) Ltd (YR) N/A |
f) | Date of the transaction | 2 April 2017 |
g) | Place of the transaction | Outside of a trading venue |
For further information, please contact:
Zanaga Iron Ore
Corporate Development and Andrew Trahar
Investor Relations Manager +44 20 7399 1105
Liberum Capital Limited
Nominated Adviser, Financial Neil Elliot and Richard Crawley
Adviser and Corporate Broker
+44 20 3100 2000
Bell Pottinger
Financial PR Marianna Bowes
+44 20 7861 3232
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner of 50% less one share in the Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville) through its joint venture partnership with Glencore. The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa and has the potential to become a world-class iron ore producer.
Inside Information
The information contained in this announcement is inside information. If you have any queries on this, then please contact Andrew Trahar, the Corporate Development and Investor Relations Manager of the Company (responsible for arranging release of this announcement) on +44 (0) 20 7399 1105.