TIDMAMA
Amara Mining PLC
12 April 2016
12 April 2016 AIM:AMA
Amara Mining plc
("Amara" or "the Company")
EVENT FOR PRIVATE INVESTORS
Amara Mining plc, the AIM-listed West African focused gold
mining company, is pleased to announce that Perseus Mining Limited
("Perseus") will be hosting an evening event for private investors
in light of the expected business combination between Amara and
Perseus. Jeff Quartermaine, Managing Director and Chief Executive
Officer of Perseus, will give a presentation on Perseus and will
then answer questions from the audience.
The event will take place at the offices of K&L Gates (One
New Change, London, EC4M 9AF) on Thursday 28 April 2016 at 17:45
for a 18:00 start and will finish at approximately 19:30.
Jeff and other members of Perseus's senior team look forward to
meeting existing and potential investors after the presentation
when drinks and nibbles will be served.
For further information on the event, including details of how
to register, please visit:
http://www.amaramining.com/wp-content/uploads/2016/04/PRU-retail-investor-event-invite-Apr-2016-FINAL.pdf
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
and Chief Executive Officer +61 (0) 420
Nathan Ryan, Investor Relations 582 887
Arlington Group Asset Management
Limited
(Financial Adviser to Perseus) +44 (0) 20 7389
Richard Greenfield 5016
Further information
Unless otherwise stated, capitalised terms
used but not defined in this announcement have
the meanings given to them in the scheme document
dated 18 March 2016 that was sent to Amara
Shareholders (the "Scheme Document").
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 or 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 or 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
or 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.
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.
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 are contained in the Scheme Document.
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.
(MORE TO FOLLOW) Dow Jones Newswires
April 12, 2016 02:00 ET (06:00 GMT)
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.
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.
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.
Publication of this Announcement
Pursuant to Rule 26.1 of the Code, a copy of
this announcement will, subject to certain
restrictions, be available for inspection on
Amara's website at www.amaramining.com and
Perseus's website at www.perseusmining.com
no later than 12 noon (London time (BST)) 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NRABCGDSUDBBGLB
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April 12, 2016 02:00 ET (06:00 GMT)
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