African Copper PLC: Issue of Shares and Compromise Agreement With RSV
21 May 2009 - 4:00PM
Marketwired Canada
African Copper PLC (AIM:ACU)(TSX:ACU)(BOTSWANA:AFRICAN COPPER) -
Zambia Copper Investments Limited
(Registered in Bermuda)
(South African registration number 1970/000023/10)
JSE share code: ZCI & ISIN: BMG988431240
Euronext share code: BMG988431240
Zambia Copper Investments Limited ('ZCI') and African Copper Plc ('ACU')
ZCI and ACU are pleased to announce that, on 21 May 2009, they have entered into
and completed a subscription agreement under which ZCI has subscribed for
676,570,500 new ordinary shares of 1 pence each in the capital of ACU (the "New
Shares") at an issue price of 1 pence per share (the "Share Subscription") for
gross proceeds to ACU of Pounds Sterling 6,765,705 (Approximately US$9.9 million
at an exchange rate of Pounds Sterling 1/USD1.475), giving ZCI an interest in
the issued share capital of ACU of approximately 82 per cent. As previously
announced on 11 May 2009, the Share Subscription does not require the approval
of ACU's shareholders as it falls within the ACU board's existing authorities to
allot shares.
Application has been made for the admission of the New Shares to trading on AIM,
which is expected to occur at 8:00AM on Friday 22 May 2009 (the "Admission").
The New Shares will rank pari passu with the existing ordinary shares in the
Company.
Following the issue and allotment of the New Shares, the Company now has an
issued share capital of 823,429,500 Ordinary Shares of 1 pence each. As such,
the total number of voting rights which will be attached to the enlarged share
capital on the basis of one vote per ordinary share held will be 823,429,500.
The above total voting rights figure may be used by Shareholders as the
denominator for the calculations by which they will determine whether they are
required to notify their interests in, or a change to their interest in, the
Company under the FSA's Disclosure and Transparency Rules.
In addition, ZCI has finalised a compromise agreement with Read Swatman & Voigt
(Pty) Limited ("RSV"), ACU's remaining large trade creditor, pursuant to which
RSV has been paid in cash 50 per cent of monies owed directly to RSV and 100 per
cent owed to RSV sub contractors being a total of ZAR3,777,836 (approximately
US$448,141.87 at an exchange rate of US$1/ZAR8.43) in full and final settlement
of debts due from ACU. With the RSV settlement, all debts due to large trade
creditors have been settled in cash and accordingly, no shares will be issued to
trade creditors. The post Share Subscription capital structure is set out below:
--------------------------------------------------------------------
Description Shares Percentage
--------------------------------------------------------------------
Existing shares in issue 146,859,000 17.84%
--------------------------------------------------------------------
--------------------------------------------------------------------
Shares issued to ZCI 676,570,500 82.16%
--------------------------------------------------------------------
--------------------------------------------------------------------
TOTAL 823,429,500 100.00%
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ZCI will now assist ACU management to optimise the Mowana mine operations and
seek ways to expand the mining and processing capability beyond the 25,000 t.p.a
envisaged in ACU's current five year plan. Both ZCI and ACU look forward to
working together to make ACU into a successful operational African mining
company, providing employment and revenue for all stakeholders.
Commenting on the announcement, ZCI Chairman Tom Kamwendo said:
"We are committed to taking African Copper forwards to both operational activity
and profitability. Following the successful negotiations with ACU's trade
creditors, conditions are now in place to create a successful Botswana copper
miner.
The AIM listing and ACU's supporting shareholders are a big part of our future
plans and we hope that all shareholders will be able to share in ACU's future
success"
Commenting on the announcement, ACU's deputy Chairman David Jones said:
"This subscription of equity is further evidence to African Copper that ZCI is
committed to place the Company in a position to aggressively restore production
at the Mowana Mine"
For more information, please contact:
ZCI John Kleynhans +35 24 025 05 427
iCapital (Financial
Adviser to ZCI) Jordan Soko/ Ken Muyangwa +260 211 256 657
Canaccord Adams
Limited (Financial Robert Finlay/ Mike Jones/
Adviser to ZCI) Andrew Chubb +44 207 050 6500
Bridge Capital
Advisors (Pty)
Limited
(Sponsors to ZCI) Pieter Veldtman/ Zayd Laher +27 (0) 11 268 6231
College Hill
(Public Relations
adviser to ZCI) Paddy Blewer (UK) +44 207 457 2020
Jacques de Bie (SA) +27 (0) 11 447 3030
African Copper PLC Chris Fredericks/ Brad Kipp +27 (11) 467 2360/
(416) 847 4866
Numis Securities John Harrison (Nominated Advisor)/
Limited James Black (Corporate Broker) +44 (9) 20 7260 1000
About ZCI
ZCI is a Johannesburg Stock Exchange ('JSE') and Euronext (Paris) listed,
Bermuda incorporated, mining investment company. ZCI previously owned 65 per
cent. (subsequently sold down to 28 per cent. in 2005) of the Konkola Copper
Mine ('KCM') in Zambia but sold its residual stake in 2008 and is looking to
invest in Africa-based mining companies.
About ACU
ACU is an international exploration and development company incorporated in
England and Wales and tri-listed on the AIM market of the London Stock Exchange,
the Toronto Stock Exchange and the Botswana Stock Exchange. ACU is involved in
the exploration and development of copper deposits in Botswana and is currently
developing its first copper mine at the Mowana Mine and holds permits in
exploration properties at the Matsitama Project. The Mowana Mine is located in
the northeastern portion of Botswana and the Matsitama Project is contiguous to
the southern boundary of the Mowana Mine.
Canaccord Adams Limited, which is authorised and regulated by the Financial
Services Authority (the 'FSA'), is acting exclusively for ZCI and no-one else in
relation to the Share Subscription and will not be responsible to any person
other than ZCI under the Financial Services and Markets Act 2000, the rules of
the FSA or otherwise for providing the protections afforded to its clients or
for any matter concerning the Share Subscription or for providing advice in
relation to the Share Subscription or in relation to the contents of this
announcement or any other transaction, arrangement or matter referred to herein.
Canaccord Adams Limited can be contacted at Cardinal Place, 7th Floor, 80
Victoria Street, London SW1E 5JL.
Numis Securities Limited, which is authorised and regulated by the FSA, is
acting exclusively for ACU and no-one else in relation to the Share Subscription
and will not be responsible to any person other than ACU under the Financial
Services and Markets Act 2000, the rules of the FSA or otherwise for providing
the protections afforded to its clients or for any matter concerning the Share
Subscription or for providing advice in relation to the Share Subscription or in
relation to the contents of this announcement or any other transaction,
arrangement or matter referred to herein. Numis Securities Limited can be
contacted at The London Stock Exchange Building, 10 Paternoster Square London
EC4M 7LT.
The release, publication or distribution of this announcement into certain
jurisdictions other than the United Kingdom and Canada may be restricted by law
and therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe
any such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws or regulations of such
jurisdictions.
This press release contains forward-looking information. All statements, other
than statements of historical fact, that address activities, events or
developments that may occur in the future (including, without limitation, the
anticipated dilutive effect of the above transactions contemplated by the Share
Subscription) are forward-looking information. Forward-looking information is
subject to a number of risks and uncertainties that may cause the actual results
of ACU to differ materially from those discussed in the forward-looking
information, and even if such actual results are realized or substantially
realized, there can be no assurance that they will have the expected
consequences to, or effects on, ACU. Factors that could affect the transactions
described above (and ACU's future viability as a going concern) include the
failure to defend a petition that has been made by Natasa Mining Limited for the
provisional liquidation of Messina Copper (Botswana Proprietary) Limited. All
forward-looking information speaks only as of the date hereof and, except as may
be required by applicable securities laws, ACU disclaims any intent or
obligation to update any forward-looking information, whether as a result of new
information, future events or results or otherwise. Although ACU believes that
its expectations reflected in the forward-looking information, as well as the
assumptions inherent therein, are reasonable, forward-looking information is not
a guarantee of future performance and, accordingly, undue reliance should not be
put on such information due to the inherent uncertainty therein.
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