TIDMAMA TIDMPRU
RNS Number : 5035S
Amara Mining PLC
18 March 2016
18 March 2016 AIM:AMA
Amara Mining plc
("Amara" or the "Company")
RECOMMENDED COMBINATION
OF
PERSEUS MINING LIMITED
AND
AMARA MINING PLC
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 28 February 2016, Amara (AIM: AMA) and Perseus Mining Limited
("Perseus") (ASX/TSX: PRU) announced that they had reached
agreement on the terms of a recommended combination of Amara with
Perseus (the "Combination"), pursuant to which Perseus will acquire
the entire issued and to be issued share capital of Amara in
exchange for New Perseus Shares and Warrants. It is intended that
the Combination will be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.
Amara is today publishing a circular (the "Scheme Circular") to
Scheme Shareholders, together with the associated Forms of Proxy.
The Scheme Circular contains, amongst other things, a letter from
the Chairman of Amara, an explanatory statement from BMO Capital
Markets Limited, the full terms and conditions of the Scheme,
notices convening the Court Meeting and the General Meeting, an
expected timetable of principal events and details of the actions
to be taken by Scheme Shareholders.
Notice of Shareholder Meetings
The Court Meeting and the General Meeting will both be held at
K&L Gates LLP, One New Change, London EC4M 9AF on 8 April 2016.
The Court Meeting will start at 11.00 a.m. and the General Meeting
will start at 11.15 a.m. (or, if later, as soon as the Court
Meeting has been concluded or adjourned).
If Scheme Shareholders pass the necessary resolutions at the
aforementioned meetings, it is anticipated that the Scheme Court
Hearing will be held on or around 15 April 2016 and that the Scheme
will become effective on or around 18 April 2016.
Publication of Scheme Document
The Scheme Circular will today be made available, subject to
certain restrictions, on Amara's website at www.amaramining.com and
Perseus's website at www.perseusmining.com and will be posted by
Amara today to all Scheme Shareholders.
A shareholder helpline is available for Amara Shareholders. If
you have any questions relating to the Scheme Circular or the
completion and return of the Forms of Proxy, please call Capita
Asset Services on 0371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Capita Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Capitalised terms in this Announcement, unless otherwise
defined, have the meaning given to them in the Scheme Circular.
Expected Timetable of Principal Events
The expected timetable of principal events is attached as an
Appendix to this Announcement.
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 (office)
and Chief Executive Officer or +61 (0) 411
725 521 (mobile)
+61 (0) 420
Nathan Ryan, Investor Relations 582 887
Arlington Group Asset Management
Limited (Financial Adviser to
Perseus) +44 (0) 207
Richard Greenfield 5010 389
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 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 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 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.
Any vote by the Scheme Shareholders in respect of the
Combination should only be made on the basis of the information
contained in the Scheme Circular, which contains the full terms and
conditions of the Combination (including details of how to vote).
Amara Shareholders are advised to read the formal documentation in
relation to the Combination carefully once it has been
dispatched.
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.
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
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 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 will
be contained in the Scheme Circular. 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.
Notes regarding New Perseus Shares and Warrants
Neither the New Perseus Shares nor the Warrants to be issued
pursuant to the Combination have been and will not be registered
under the relevant securities laws of Japan, New Zealand or the
Republic of South Africa 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.
Accordingly, neither the New Perseus Shares nor the Warrants are
being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly in or into Canada, Japan, New
Zealand or the Republic of South Africa 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).
The New Perseus Shares and the Warrants to be issued pursuant to
the Combination will be issued in reliance upon ASIC Corporations
(Compromises or Arrangements) Instrument 2015/358 without the
publication of a prospectus.
The New Perseus Shares and the Warrants to be issued pursuant to
the Combination will be issued in reliance upon exemptions from the
prospectus requirements of securities legislation in each province
and territory of Canada. Subject to certain disclosure and
regulatory requirements and to customary restrictions applicable to
distributions of shares that constitute "control distributions",
New Perseus Shares and the Warrants may be resold in each province
and territory in Canada, subject in certain circumstances, to the
usual conditions that no unusual effort has been made to prepare
the market or to create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider
or officer of Perseus, such shareholder has no reasonable grounds
to believe that Perseus is in default of securities
legislation.
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.
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
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.
Forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the possible Combination involving Perseus and
Amara. The words "believe", "expect", "anticipate", "project" and
similar expressions, among others, generally identify
forward-looking statements. These forward-looking statements are
based on numerous assumptions and assessments made in light of
Perseus's or, as the case may be, Amara's experience and perception
of historical trends, current conditions, business strategies,
operating environment, future developments and other factors it
believes appropriate. These forward-looking statements are subject
to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, the
possibility that the Combination will not be completed, failure to
obtain necessary regulatory approvals or required financing or to
satisfy any of the other conditions to the Combination, adverse
effects on the market price of Perseus Shares and on Perseus's or
Amara's operating results because of a failure to complete the
Combination, failure to realise the expected benefits of the
possible Combination, negative effects relating to the announcement
of the Combination or any further announcements relating to the
Combination or the consummation of the Combination on the market
price of Perseus Shares or Amara Shares, significant transaction
costs and/or unknown liabilities, customer reaction to the
announcement of the Combination, possible litigation relating to
the Combination or the public disclosure thereof, general economic
and business conditions that affect the combined companies
following the consummation of the Combination, changes in global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business acquisitions or
disposals and competitive developments. These factors are not
intended to be an all-encompassing list of risks and uncertainties.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
Announcement could cause Perseus's plans with respect to Amara,
Perseus's or Amara's actual results, performance or achievements,
industry results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Perseus and Amara
expressly disclaim any obligation to release publicly any revisions
to forward-looking statements as a result of subsequent events or
developments, except as required by law.
Publication of this Announcement
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Combination will,
subject to certain restrictions, be available for inspection on
Perseus's website at www.perseusmining.com and Amara's website at
www.amaramining.com no later than 12 noon (London time (GMT)) 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times unless otherwise stated. To the extent any of the
below expected dates or times change, Amara will give notice of any
such changes and details of the revised dates and/or times to
Scheme Shareholders by issuing an announcement through a Regulatory
Information Service.
Event Time and/or date
Latest time for receipt
of Forms of Proxy for:
Court Meeting (blue form) 11.00 a.m. on 6 April
2016(1)
General Meeting (white 11.15 a.m. on 6 April
form) 2016(1)
Voting Record Time for 6.00 p.m. on 6 April 2016(2)
the Court Meeting and
General Meeting
Court Meeting 11.00 a.m. on 8 April
2016
General Meeting 11.15 a.m. on 8 April
2016(3)
The following dates are
indicative only and are
subject to change(4)
Scheme Court Hearing (to 15 April 2016 ("D")(5)
sanction the Scheme)
Last day of dealings in, D 2016
and for registrations
of transfers and disablement
in CREST of, Amara Shares
Dealings in Amara Shares 5.00 p.m. on D 2016
suspended
Scheme Record Time 6.00 p.m. on D 2016
Scheme Effective Date D+1 2016
Issue of New Perseus Shares D+2 2016
and Warrants to Scheme
Shareholders
Expected time of admission Commencement of trading
of New Perseus Shares on
to trading on the ASX ASX on D+4 2016(6)
Expected time of admission Commencement of trading
of New Perseus Shares on TSX on D+4 2016(7)
to trading on the TSX
Cancellation of admission D+5 2016
of and dealings in Amara
Shares
Despatch of statements D+15 2016(8)
of entitlement
Long Stop Date 1 September 2016(9)
(1) If the blue Form of Proxy for the Court Meeting is not
received by Capita Asset Services, by 11.00 a.m. on 6 April 2016,
it may be handed
to the Chairman at the Court Meeting at any time before the
taking of the poll and still be valid. However, the white Form of
Proxy for
the General Meeting must be received by Capita Asset Services by
11.15 a.m. on 6 April 2016 in order for it to be valid or, if
the
General Meeting is adjourned, not later than 48 hours (excluding
any part if a day that is not a working day) before the time and
date
set for the adjourned Meeting.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on
the date which is two Business Days before the date fixed for
the adjourned Meeting.
(3) The General Meeting will commence at 11.15 a.m. on 8 April
2016 or, if later, as soon thereafter as the Court Meeting has
been
concluded or adjourned.
(4) These dates will depend, amongst other things, on the date
upon which (i) the Conditions are either satisfied or (if capable
of waiver)
waived; (ii) the Court sanctions the Scheme; and (iii) the
Scheme order is delivered to the Registrar of Companies. Amara will
give
adequate notice of all of these dates, when known, by issuing an
announcement through a Regulatory Information Service and by
posting notice of these dates on its website
(www.amaramining.com). Further updates of changes to other times or
dates indicated
above shall, at Amara's discretion, be notified in the same
way.
(5) Any references to a day after "D" are references to a
Business Day. Amara reserves the right to delay the Scheme Court
Hearing beyond
15 April 2016 if any of the Conditions are not satisfied.
(6) Commencement of trading occurs at 10.00am Australian Eastern
Standard Time. Admission of New Perseus Shares to trading
requires
the allotment and issue of those New Perseus Shares and the
satisfaction of customary conditions of ASX of a procedural or
(MORE TO FOLLOW) Dow Jones Newswires
March 18, 2016 03:00 ET (07:00 GMT)
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