Ambrian PLC Agency Agreement and Board Appointment (2301X)
18 November 2014 - 2:16AM
UK Regulatory
TIDMAMBR
RNS Number : 2301X
Ambrian PLC
17 November 2014
Ambrian plc
("Ambrian" or the "Company")
Agency Agreement and Board Appointment
Exclusive Agency Agreement with Cimentos da Beira Limitada
Ambrian plc (AIM: AMBR), the physical metals trader, is pleased
to announce that its wholly-owned subsidiary, Ambrian (Singapore)
Pte Ltd ("AMS"), has entered into an Agency Agreement (the
"Agreement") with Cimentos da Beira Limitada ("CDB"). Under this
Agreement, AMS is to be exclusively appointed, for a period of
eight years (unless otherwise terminated in accordance with the
terms of the Agreement), as CDB's worldwide purchasing agent and/or
supplier in connection with the purchase of raw materials
(including clinker, gypsum, limestone and aggregates) for the
purpose of producing cement products in its clinker grinding and
cement packing operations in Beira, Mozambique. Once completed and
operational, CDB's cement operations will have a production rate
capacity of approximately 110 tons per hour. The plant is expected
to commence operations at the beginning of 2015.
In consideration for AMS and CDB entering into the Agreement,
AMS shall be entitled to a fixed commission payable upon the
successful completion of each contract for the raw materials
delivered to CDB. Also as a consideration for AMS and CDB entering
into the Agreement, AMS shall provide standby letters of credit and
/ or bank guarantees in favour of CDB and its suppliers (together,
the "Facilities"), provided that the aggregate face value of such
Facilities shall not exceed US$2 million and their duration shall
not extend beyond 30 November 2015. In the event that the Agreement
is terminated in accordance with its terms, CDB shall either have
the Facilities released or alternatively pay to AMS the sum of $2
million (together with accrued interest) and, in the event that the
Facilities are called or presented, on or before 30 November 2015,
CDB shall immediately pay to AMS the amount due from AMS to its
banks under the Facilities (together with accrued interest and all
other amounts accrued or outstanding). The rate of interest payable
on such sums due by CDB to AMS is equal to the cost to AMS of
making the Facilities available. Finally, in the event that hot
commissioning of CDB's cement operations is not achieved by 30 June
2015, AMS shall have the right to terminate the Agreement and
charge an increased rate of interest on the value of the Facilities
(less any commissions paid by CDB under the Agreement). CDB has
undertaken to grant, no later than 31 March 2015, a second rank
pledge in favour of AMS over its plant in Beira, Mozambique.
CDB is a company incorporated in Mozambique which is 83.75%
beneficially owned by Consolidated General Minerals plc, which in
turn holds 29.89% of Ambrian's issued share capital and is
categorised as a significant shareholder for the purposes of the
AIM Rules for Companies (the "AIM Rules"). Accordingly, the
Agreement is deemed to be a related party transaction under Rule 13
of the AIM Rules. Having consulted with the Company's Nominated
Adviser, Cenkos Securities plc, the Directors of Ambrian who are
independent of the transaction consider that the terms of the
transaction are fair and reasonable insofar as its shareholders are
concerned.
Board Appointment
The Company is also pleased to announce the appointment of Roger
Clegg, Chief Operating Officer, as an executive director and a
member of the board of directors of the Company with immediate
effect.
Mr Clegg has served as Chief Operating Officer since 2012 and
has 18 years' investment banking experience after four years as an
exploration geologist with ACA Howe. He joined Ambrian in 2004 from
the Mining & Metals Team at Barclays Capital where he was
responsible for mining clients in Africa, Russia and Australasia.
Roger previously worked in the Project Finance Division at Dresdner
Kleinwort Benson and as a Mining Equity Analyst at Williams de
Broƫ. Roger graduated from the Royal School of Mines in 1997 with a
BSc in Mining Geology and an MSc in Mineral Project Appraisal.
Kevin Lyon, Chairman of Ambrian, commented:
"With the signing of this Agreement, CGM will utilise and
benefit from Ambrian's expertise in managing the sourcing and
logistics of commodity products and allow AMS to increase its
contribution to Ambrian plc. This Agreement is another step forward
in the development of business opportunities between the two
parties.
I am also delighted to welcome Roger to the board as an
executive director of the Company in which he has served in a
number of senior management positions within the group over the
last 10 years. His broadened role will allow him to utilise his
considerable industry and financial services knowledge and at the
same time further strengthen the management team."
Enquiries
Ambrian plc
Roger Clegg + 44 (0)20 7634 4700
Cenkos Securities plc
Neil McDonald + 44 (0)20 7397 8900
Nick Tulloch
Other Information
In relation to the appointment of Mr Clegg, the Company confirms
that there is no further information to be disclosed under
paragraph (g) of Schedule 2 of the AIM Rules for Companies save as
disclosed below:
Full Name: Roger Francis Clegg
Age: 44
Current Directorships / Partnerships Ambrian Nominees Limited
in the last 5 years: Nikinda Investments Limited
(Dormant)
Previous Directorships / Partnerships Intl Fcstone Ltd
in the last 5 years: New World Investment Managers
Limited
RFC Ambrian Limited
Current Shareholding in the Company: 186,667 ordinary shares
in the Company
options in respect of 920,277
ordinary shares in the Company
(held through the Employee
Benefit Trust) at an exercise
price of 10 pence
options in respect of 250,000
ordinary shares in the Company
at an exercise price of 25
pence
Notes to Editors
Ambrian is primarily active in the physical trading of base
metals. It sources and supplies a variety of commodities to end
users all over the world. Supported by its offices in London,
Shanghai, Taiwan and a network of agents in North and South
America, Asia and the Middle East. Ambrian provides producers and
consumers with its marketing insight whilst emphasizing the
financing and risk management aspect of its trading activities.
Ambrian also holds and manages a number of equity investments.
Ambrian is quoted on the Alternative Investment Market of the
London Stock Exchange under the ticker symbol AMBR.
Further information on Ambrian is available on the Company's
website: www.ambrian.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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