TIDMAMA
RNS Number : 5034V
Amara Mining PLC
18 April 2016
18 April 2016 AIM:AMA
Amara Mining plc
("Amara" or the "Company")
RECOMMENDED COMBINATION
OF
PERSEUS MINING LIMITED
AND
AMARA MINING PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Amara is pleased to announce that the Scheme to effect the
acquisition by Perseus of the entire issued and to be issued
ordinary share capital of Amara has become Effective in accordance
with its terms, following the sanction of the Scheme by the High
Court of Justice in England and Wales on 15 April 2016 and the
delivery of the sanction Court order to the Registrar of Companies
earlier today. Accordingly, the Combination has been completed and
Amara has become a wholly--owned subsidiary of Perseus.
Under the terms of the Scheme, Scheme Shareholders on the
register at the Scheme Record Time, being 6.00 p.m. (London time)
on 15 April 2016 will receive 0.68 New Perseus Shares and 0.34
Warrants for each Scheme Share held, subject to rounding for
fractional entitlements. Perseus has made applications to the ASX
and TSX for the New Perseus Shares to be admitted to trading and
such admission is expected to occur on 21 April 2016. It is
expected that statements of entitlements will be despatched to
Scheme Shareholders before 2 May 2016.
Dealings in Amara Shares on AIM were suspended with effect from
7.30 a.m. (London time) this morning. It is expected that
cancellation of the admission of Amara Shares to trading on AIM
will take effect on 22 April 2016.
All of the directors of Amara, other than John McGloin and Pete
Gardner, resigned from their positions as directors of Amara upon
the Scheme becoming Effective. Amara has agreed with John McGloin
and Pete Gardner that they will remain as directors of the Company
until two business days after the cancellation of admission of the
Company's shares to trading on AIM, at which stage their
resignations will also become effective. Jeffrey Quartermaine and
Colin Carson will be appointed as directors of Amara at 5.00 p.m.
on the day upon which the admission of the Company's shares to
trading on AIM is cancelled.
Unless otherwise stated, capitalised terms used but not defined
in this announcement have the meanings given to them in the scheme
document that was posted to Amara Shareholders on 18 March
2016.
For more information please contact:
Amara Mining plc
John McGloin, Chairman and Chief
Executive Officer
Pete Gardner, Finance Director
Katharine Sutton, Head of Investor +44 (0)20 7398
Relations 1420
BMO Capital Markets (Financial
Adviser to Amara)
Jeffrey Couch, Managing Director
Gary Mattan, Managing Director +44 (0)20 7236
Tom Rider, Director 1010
Peel Hunt LLP
(Nominated Adviser & Broker to
Amara)
Matthew Armitt +44 (0)20 7418
Ross Allister 8900
CTF Communications
(Media Relations) +44 (0) 20 3540
James MacFarlane 6455
Perseus Mining Limited +61 (0) 8 6144
Jeff Quartermaine, Managing Director 1700
and Chief Executive Officer Nathan +61 (0) 420
Ryan, Investor Relations 582 887
Arlington Group Asset Management
Limited (Financial Adviser to
Perseus) +44 (0) 20 7389
Richard Greenfield 5016
Further information
BMO Capital Markets, which is authorised and regulated
in the UK by the Financial Conduct Authority, is
acting exclusively for Amara and no one else in connection
with the Combination and will not be responsible
to any person other than Amara for providing the
protections afforded to clients of BMO Capital Markets
or for providing advice in connection with the Combination
or any other matter referred to herein.
Peel Hunt LLP, which is authorised and regulated
in the UK by the Financial Conduct Authority, is
acting exclusively for Amara and no one else in connection
with the Combination and will not be responsible
to any person other than Amara for providing the
protections afforded to clients of Peel Hunt LLP
or for providing advice in connection with the Combination
or any other matter referred to herein.
Arlington Group Asset Management Limited, which is
authorised and regulated in the UK by the Financial
Conduct Authority, is acting exclusively for Perseus
and no one else in connection with the Combination
and will not be responsible to any person other than
Perseus for providing the protections afforded to
clients of Arlington or for providing advice in connection
with the Combination or any other matter referred
to herein.
This announcement is provided for informational purposes
only and does not constitute an offer to sell, or
an invitation to subscribe for, purchase or exchange,
any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be
any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction
in contravention of applicable law. This announcement
does not constitute a prospectus or a prospectus
equivalent document.
Please be aware that addresses, electronic addresses
and certain other information provided by Amara Shareholders,
persons with information rights and other relevant
persons in connection with the receipt of communications
from Amara may be provided to Perseus during the
offer period as required under Section 4 of Appendix
4 of the Code.
Overseas jurisdictions
The availability of the New Perseus Shares and the
Warrants in, and the release, publication or distribution
of this announcement in or into, jurisdictions other
than the United Kingdom may be restricted by law
and therefore persons into whose possession this
announcement comes who are not resident in the United
Kingdom should inform themselves about, and observe
any applicable restrictions. Amara Shareholders who
are in any doubt regarding such matters should consult
an appropriate independent adviser in their relevant
jurisdiction without delay. Any failure to comply
with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes
of complying with English law and the Code and the
information disclosed may not be the same as that
which would have been disclosed if this announcement
had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas shareholders
The release, publication or distribution of this
announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves
of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute
a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer or
an invitation to purchase or subscribe for any securities
or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation
is unlawful. This announcement has been prepared
for the purposes of complying with the laws of England
and Wales, applicable Australian and Canadian securities
laws and the Code and the information disclosed may
not be the same as that which would have been disclosed
if this announcement had been prepared in accordance
with the laws of any jurisdiction outside England
and Wales.
The availability of the Combination, the New Perseus
Shares and the Warrants to Amara Shareholders who
are not resident in the United Kingdom may be affected
by the laws of the relevant jurisdiction in which
they are located or of which they are resident. Persons
who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable
requirements.
Unless otherwise determined by Perseus or required
by the Code, and permitted by applicable law and
regulation, the Combination will not be made available,
directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour
of the Combination by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation
of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to
the Combination are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction,
and persons receiving this announcement and all documents
relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions
where to do so would violate the laws in that jurisdiction.
Any failure to comply with the restrictions of a
Restricted Jurisdiction may constitute a violation
of the securities laws of any such jurisdiction.
To the fullest extent permitted by applicable law,
Amara and Perseus disclaim any responsibility or
liability for the violation of such restrictions
by any person. The Combination (unless otherwise
(MORE TO FOLLOW) Dow Jones Newswires
April 18, 2016 05:54 ET (09:54 GMT)
permitted by applicable law and regulation) will
not be made, directly or indirectly, in or into,
or by the use of the mails, or by any means of instrumentality
(including without limitation, telephonically or
electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange
of any Restricted Jurisdiction, and the Combination
will not be capable of acceptance from or within
any Restricted Jurisdiction.
Further details in relation to overseas Amara Shareholders
are contained in the Scheme Document. Neither the
New Perseus Shares nor the Warrants have been, and
will not be, registered under the US Securities Act
1933, as amended (the "US Securities Act") or the
securities laws of any state, district or other jurisdiction
of the United States and the relevant clearances
have not been, and will not be, obtained from the
securities commission or similar regulatory authority
of any province or territory of Canada. The Combination
is not being made in any US state or other jurisdiction
where it is not legally permitted to do so. Accordingly,
such securities may not be offered, sold, resold,
delivered or distributed, directly or indirectly,
in or into such jurisdictions or any other jurisdiction
if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such
jurisdiction (except pursuant to an exemption, if
available, from any applicable registration or prospectus
requirements or otherwise in compliance with all
applicable laws).
Perseus and Amara intend to rely on an exemption
from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof in connection
with the consummation of the Combination and the
issuance of New Perseus Shares and the Warrants.
Amara Shareholders (whether or not US persons) who
are or will be affiliates (within the meaning of
the US Securities Act) of Amara or Perseus prior
to, or of Perseus after, the Effective Date will
be subject to certain US transfer restrictions relating
to the New Perseus Shares and the Warrants received
pursuant to the Scheme. For the purposes of qualifying
for the exemption from the registration requirements
of the US Securities Act afforded by Section 3(a)(10),
Amara will advise the Court that its sanctioning
of the Scheme will be relied upon by Perseus as an
approval of the Scheme following a hearing on its
fairness to Amara Shareholders.
US shareholders should note that the Combination
is made for the securities of an English company
in accordance with the laws of England and Wales
and the AIM Rules for Companies published by the
London Stock Exchange. The Combination is subject
to disclosure requirements of England and Wales that
are different from those of the United States and
Canada.
The receipt of New Perseus Shares and the Warrants
pursuant to the Combination by a US Amara Shareholder
may be a taxable transaction for US federal income
tax purposes and under applicable state and local,
as well as foreign and other, tax laws. Each Amara
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences
of the Combination.
It may be difficult for you to enforce your rights
and any claim you may have arising under US federal
securities laws or Canadian securities laws, since
Perseus is located in Australia and most of its officers
and directors are residents of Australia. You may
not be able to sue Perseus or its officers or directors
in Australia for violations of the US or Canadian
securities laws. It may be difficult to compel Perseus
and its affiliates to subject themselves to a US
or Canadian court's judgment.
You should be aware that Perseus may purchase securities
otherwise than under the Combination, such as in
open market or privately negotiated purchases.
None of the securities referred to in this announcement
have been approved or disapproved by the SEC, any
state securities commission in the United States
or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy
or accuracy of the information contained in this
announcement. Any representation to the contrary
is a criminal offence in the United States.
Dealing Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is
interested in 1 per cent. or more of any class of
relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other
than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later,
following the announcement in which any securities
exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s).
An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than
3.30 pm (London time (GMT)) on the 10th business
day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London
time (GMT)) on the 10th business day following the
announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in
the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is,
or becomes, interested in 1 per cent. or more of
any class of relevant securities of the offeree company
or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror,
save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 pm (London time (GMT)) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal,
to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by
the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect
of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found
in the Disclosure Table on the Takeover Panel's website
at http://www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue,
when the offer period commenced and when any offeror
was first identified. You should contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this Announcement
Pursuant to Rule 26.1 of the Code, a copy of this
announcement will, subject to certain restrictions,
be available for inspection on Amara's website at
www.amaramining.com and Perseus's website at www.perseusmining.com
no later than 12 noon (London time (BST)) on the
day following this announcement. The contents of
the websites referred to in this announcement are
not incorporated into, and do not form part of, this
announcement.
Amara Shareholders may request a hard copy of this
announcement by contacting the Head of Investor Relations,
Katharine Sutton, during business hours on +44 207
398 1420 or by submitting a request in writing to
Katharine Sutton, Amara Mining plc, 29-30 Cornhill,
London EC3V 3NF or by email to ir@amaramining.com.
Amara Shareholders may also request that all future
documents, announcements and information to be sent
to them in relation to the Offer should be in hard
copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAKVLBFQZFEBBF
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April 18, 2016 05:54 ET (09:54 GMT)
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