TIDMAMBR
RNS Number : 6950G
Ambrian PLC
05 March 2015
Ambrian plc
("Ambrian" or the "Company")
Result of General Meeting
On 17 February 2015, Ambrian announced that it had entered into
a conditional agreement relating to the merger (the "Swiss Entities
Merger") of Ambrian's Swiss subsidiary, Ambrian Metals Limited,
with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz"),
the Swiss subsidiary of Consolidated General Minerals plc ("CGM"),
and the subsequent acquisition by Ambrian of the shareholding of
CGM in the merged Swiss entity, together with all the indebtedness
of the CGM Schweiz Group owed to CGM (the "Acquisition").
Further information about the Acquisition and the Swiss Entities
Merger is set out in full in the AIM Admission document dated 17
February 2015 published by Ambrian (the "Admission Document"),
which is available on Ambrian's website at www.ambrian.com.
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Admission Document unless
the context requires otherwise.
Acquisition and Swiss Entities Merger
The Acquisition and the Swiss Entities Merger constitute a
'reverse takeover' under the AIM Rules and together are therefore
conditional, inter alia, upon the approval of Shareholders.
The Board of Ambrian is pleased to confirm that, at the General
Meeting of the Company held earlier today, all Resolutions proposed
were unanimously passed on a show of hands and the Acquisition and
the Swiss Entities Merger have been approved by Shareholders.
Details of the Resolutions are set out in the notice of the General
Meeting set out at the end of the Admission Document.
Shareholders holding an aggregate 106,861,150 Ordinary Shares
were eligible to vote at the meeting. Valid proxies were received
by the Company from Shareholders prior to the General Meeting as
follows:
Resolution Proxy votes for Proxy votes against Proxy votes withheld
the resolution the resolution or appointing the
Chairman or a third
party as proxy
(with discretion)
Number % Number % Number %
1 54,729,065 99.86 30,344 0.06 43,212 0.08
2 54,739,065 99.88 19,344 0.04 44,212 0.08
3 54,739,065 99.88 19,344 0.04 44,212 0.08
4 54,738,565 99.88 19,344 0.04 44,712 0.08
5 54,740,028 99.88 20,344 0.04 42,249 0.08
6 54,737,277 99.88 22,595 0.04 42,749 0.08
In addition, the Board of Ambrian is pleased to confirm that, at
the General Meeting of CGM held earlier today, both resolutions
proposed were unanimously approved on a show of hands and the
Acquisition and the Swiss Entities Merger has also been approved by
CGM Shareholders.
Accordingly, it is currently expected that the Acquisition and
the Swiss Entities Merger will complete on 17 March 2015, subject
to the satisfaction of the conditions and further terms set out in
the Admission Document (including the registration of the Swiss
Entities Merger Agreement in the commercial register of the Canton
of Zug, Switzerland), and that re-admission of the 111,361,208
Existing Issued Ordinary Shares to trading on AIM ("Re-Admission")
will occur on the day following Completion, which is expected to
take place on 18 March 2015.
Share Sub-Division
Pursuant to Resolution no. 1 passed at the General Meeting, the
nominal value of an Ordinary Share has been reduced from GBP0.10 to
GBP0.01 by sub-dividing each Ordinary Share of GBP0.10 into one
ordinary share of GBP0.01 and one deferred share of GBP0.09.
However, the rights attaching to the Ordinary Shares remain
unchanged and the rights attaching to the deferred shares are set
out in the Admission Document.
Application will be made for Re-Admission of the 111,361,208
Existing Issued Ordinary Shares and dealings are expected to
commence at 8.00 a.m. on 18 March 2015 with ISIN GB0003763140. The
Existing Issued Ordinary Shares will continue to be marked by the
London Stock Exchange as having a nominal value of GBP0.10 each
pending their cancellation (expected to take place at 6.00 p.m. on
17 March 2015) prior to their Re-Admission as Ordinary Shares of
GBP0.01 (expected to take place at 8.00 a.m. on 18 March 2015).
Upon completion of the Swiss Entities Merger and the Acquisition
(and assuming the prior completion of the Logo Acquisition
Agreement, which agreement was executed on 26 February 2015), there
will be 111,361,208 Ordinary Shares in issue, of which the Company
will continue to hold 4,500,058 in treasury. In addition, the
balance of 11,334,466 Ordinary Shares held by CGM Schweiz
(following completion of the Logo Acquisition Agreement) will cease
to carry voting rights. Accordingly, the total number of Ordinary
Shares with voting rights in the Company immediately following
Re-Admission will be 95,526,684. This figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company in accordance with the FCA's Disclosure and
Transparency Rules.
For further information, please contact:-
Ambrian plc
Roger Clegg, COO +44 (0)20 7634 4700
John Coles, FD
Cenkos Securities plc
Neil McDonald +44 (0)131 220 9771
Nick Tulloch +44 (0)131 220 9772
This information is provided by RNS
The company news service from the London Stock Exchange
END
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