TIDMASA
RNS Number : 4376M
ASA Resource Group PLC
28 July 2017
28 July 2017
Asa Resource Group Plc
("Asa," or the "Company")
Suspension of shares and Posting of Offer Document
As announced by the Board of Asa on 19 May 2017, cash within Asa
has been constrained by the currency restrictions imposed by the
Reserve Bank of Zimbabwe.
These restrictions have worsened since April 2017 following the
Company's announcement that internal investigations had revealed
significant funds had been remitted from operating subsidiaries in
Zimbabwe and not properly accounted for. As a direct consequence,
the Company has not been able to receive adequate funding from its
operating subsidiaries and, accordingly, is struggling to meet its
ongoing liabilities.
The Company has outstanding creditors relating to legacy
litigation, normal corporate expenses, consultant's fees and unpaid
directors' fees and salaries. The Board has been pursuing a number
of refinancing options, but has not been able to finalise anything
as yet and Asa's cash flow remains a serious concern.
Additionally, funds remitted to Group entities in Hong Kong
under the direction of Mr Yat Hoi Ning and Mr Yim Kwan prior to
their removal as directors have not been accounted for and the
records of these entities have not been released to the Group's
auditors by Mr Yat Hoi Ning, who controls the premises within which
they are believed to be contained. Similarly, the directors do not
have control of the bank accounts in Hong Kong for the Group's
entities that appear to remain under the control of Messrs Ning and
Kwan.
Measures that were put in motion by the Board to address Asa's
cash flow problem have been delayed as a result of Asa entering
into an offer period under the Takeover Code.
In the light of the above, the Board has been advised that it
must have regard to the interests of the creditors of the Company
and its subsidiaries when making decisions in relation to the
Group.
The Board is consulting insolvency practitioners to better
understand the obligations and duties of the directors of the
Company in such circumstances and to decide upon the most
appropriate course of action that should be taken by the
Company.
In light of the above circumstances, at the request of the
Company, Asa's ordinary shares have been suspended from trading on
AIM with effect from 11:00 am, today 28 July 2017.
The Company's ordinary shares will remain suspended from trading
on AIM whilst the Board continues with its evaluation of these
matters.
Posting of offer document
The Board of Asa also notes the announcement made by RPI on 25
July 2017, confirming the posting of an offer document (the "Offer
Document") in respect of its cash offer to acquire the entire
issued and to be issued ordinary share capital of Asa (the
"Offer").
The Offer is being made at 2.1 pence per ordinary share in cash
and is on the terms, and subject to the conditions, set out in the
Offer Document.
The Board had engaged in discussions with Rich Pro Investments
Ltd ("RPI") with a view to being able to provide a recommendation
to shareholders in respect of the Offer. Unfortunately, the Board
did not receive the level of assurances it was seeking regarding
the areas of concern which it raised with RPI.
In accordance with Rule 26.1 of the City Code a copy of the
Offer Document, the announcement by RPI and this announcement will
be available on the Company's website: www.asaresourcegroup.com.
The content of such website is not incorporated into and does not
form part of this announcement.
The Company will issue further announcements as appropriate.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Contact
For more information http://www.asaresourcegroup.com/ or contact
us below.
Asa Resource Group plc
One Fleet Place, London EC4M 7WS
Ian B Dearing, Executive Director, Group Legal Advisor and
Company Secretary
Niall Henry, non-executive Director (Investor Relations)
communications@asaresourcegroup.com
Nominated Adviser and Broker
SP Angel Corporate Finance LLP
Prince Frederick House, 35-39 Maddox Street, London W1S 2PP
John Mackay, Jeff Keating, Caroline Rowe
Tel: +44 (0) 20 3470 0470
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) 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% 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(s), 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) 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 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 and when the Rule 2.6 (28 day "put-up or shut-up")
deadline is. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCRPMMTMBMTBBR
(END) Dow Jones Newswires
July 28, 2017 06:03 ET (10:03 GMT)
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