TIDMCDC
RNS Number : 2542B
Copper Development Corporation
05 October 2015
For Immediate Release 5 October 2015
Copper Development Corporation
("CDC" or "the Company")
CDC Completes Copper Project Sale, Changes Business Focus to
Biotech and Appoints Jim Mellon as Director
Highlights
Following the General Meeting held today, CDC has:-
-- Completed the sale of its interest in the Hinoba-an Copper
Project in the Philippines; following the earlier release of the
Basay Project, the Hinoba-an disposal constitutes a fundamental
change of business; and the Company's assets are now principally
its cash balances of US$1.5 million;
-- Had approval to change its name to Life Science Developments
Limited and adopted a new investment policy that involves seeking
to invest in or acquire companies within the biotechnology, life
sciences and related sectors; and
-- Appointed Jim Mellon to the Board as a non-executive director.
Mitch Alland, Executive Chairman of CDC, commented:-
"I welcome Jim Mellon to the Board of Life Science Developments
Limited and look forward to his guidance on our new path of biotech
investments. Jim has not only been highly successful in pioneering
ventures in biotech and life sciences, but is also well known as a
knowledgeable and effective entrepreneur and as an author of widely
read books on investment.
We had to exit copper exploration because our cash resources,
even under our current care and maintenance regime, were only
enough to last two or three years. That was unlikely to be long
enough to assure a more attractive sale of our copper project in
the light of the recently revised prospects for the long-term
copper price under the new market consensus. In contrast, we
believe the opportunities in the life science sector will offer
prospects for maximizing value for our shareholders."
Results of the General Meeting
Copper Development Corporation (AIM: CDC) is pleased to announce
that all resolutions were passed at the General Meeting held today.
Accordingly, the Company has now completed the sale of the entire
issued share capital of CDC Philippines Holdings Limited, the
Company's wholly-owned subsidiary, which held its interest in the
Hinoba-an Copper Project, to 0999562 B.C. Ltd., a company
incorporated in British Columbia, Canada for a cash consideration
of US$500,000.
The Hinoba-an disposal follows the previously announced release
of the Company's interest in the Basay Project in February 2015 and
constitutes a fundamental change of business of the Company under
Rule 15 of the AIM Rules for Companies.
Following the Hinoba-an disposal, the Company's assets are
principally its cash balances of approximately US$1.5 million.
The Company is now classified under the AIM Rules as an
Investing Company and has adopted the Investing Policy as set out
in Appendix 1 to this Announcement. Under the AIM Rules, the
Company is required to make an acquisition or acquisitions which
constitute a reverse takeover under the AIM Rules or otherwise
implement its Investing Policy within twelve months of the General
Meeting, failing which, the Company's Ordinary Shares would then be
suspended from trading on AIM. If the Company's Investing Policy
has not been implemented or it has been unable to make an
acquisition or acquisitions which constitute a reverse takeover
under the AIM Rules within 18 months of the General Meeting the
admission to trading on AIM of the Company's Ordinary Shares will
be cancelled and the Directors will convene a general meeting of
the Shareholders to consider whether to continue seeking investment
opportunities or to wind up the Company and distribute any surplus
cash back to Shareholders.
In conjunction with the new Investing Policy, the Company has
today appointed Jim Mellon as a non-executive director. Mr. Mellon
is a successful, experienced entrepreneur and investor, whose focus
since 2012 have targeted the life science sector. He is also a
well-known author of widely-read books on investments. Further
disclosures on Jim Mellon, as required by the AIM Rules, are set
out in Appendix 2 of this Announcement.
Shareholders have also approved a change of the Company's name
to Life Science Developments Limited. As a result the TIDM will
change to 'LIFE' and we anticipate that the ISIN will be
KYG7255F1063. Trading under the new name is expected to become
effective as of 8.00 am on 6 October 2015. Whilst the Company is
developing a new website, www.lifesciencedevelopments.com, the
Company's current website will remain live until this is complete:
a further announcement will be made once this new website is
live.
All capitalised terms in this Announcement are as defined in the
Circular unless the context otherwise requires.
Copper Development Corporation +44 (0) 1624 639 396
Mitch Alland, Executive Chairman & Chief Executive
Officer
Denham Eke, Chief Financial Officer
Beaumont Cornish Limited (Nominated Adviser and Broker) +44 (0)
207 628 3396
Roland Cornish and James Biddle
Appendix 1: Investment Policy
The Company will seek to invest in and/or acquire companies
within bio-technology, life sciences and related technologies.
Initially, the geographical focus will be North America, Asia and
Europe but investments may also be considered in other regions to
the extent that the Board considers that valuable opportunities
exist and positive returns can be achieved. The Company's focus
will be on either building a sizeable investment fund within the
Company's chosen sector or on the acquisition of a single company
or business in this sector, constituting a reverse takeover under
the AIM Rules for Companies.
In selecting investment opportunities, the Board will focus on
companies, businesses, assets or projects that are available at
attractive valuations, hold opportunities to unlock embedded value
and where intrinsic value can be achieved from the restructuring of
investments or mergers of complementary businesses. Where
appropriate, the Board may seek to invest in targets where it may
exert influence at board level, add expertise to the management,
and utilise industry relationships and access to finance; as such
investments are likely to be actively managed.
The Company's interests in a proposed investment or acquisition
may range from a minority position to full ownership and may
comprise one investment or multiple investments. The proposed
investments may be in either quoted or unquoted companies; and may
be in companies, partnerships, earn-in joint ventures, debt or
other loan structures, joint ventures or direct or indirect
interests in companies, assets or projects.
The Board expects that investments will typically be held for
the medium to long term, although short term disposal of assets by
the Company cannot be ruled out if there is an opportunity to
generate an attractive return for Shareholders. The Board will
place no minimum or maximum limit on the length of time that any
investment may be held by the Company.
Whilst the Company's focus will be on either building a sizeable
investment fund within the Company's chosen sector or on the
acquisition of a single company or business in this sector, thereby
constituting a reverse takeover, there is no limit on the number of
investments into which the Company may invest, and the Company's
financial resources may be invested in a number of propositions or
in just the one investment. The Directors intend to mitigate risk
by appropriate due diligence and transaction analysis. Any
transaction constituting a reverse takeover under the AIM Rules
will also require Shareholder approval. The Board considers that as
investments are made, and new promising investment opportunities
arise, further funding of the Company may also be required.
Where the Company builds a portfolio of related assets it is
possible that there may be cross holdings between such assets. The
Company does not currently intend to fund near term investments
with debt or other borrowings but may do so if appropriate.
Investments are expected to be mainly in the form of equity, with
debt potentially being raised later to fund the development of such
assets. Investments in later stage assets are more likely to
include an element of debt to equity gearing. The Board may also
offer new ordinary shares in the capital of the Company by way of
consideration as well as cash, thereby helping to preserve the
Company's cash for working capital and as a reserve against
unforeseen contingencies including, for example, delays in
collecting accounts receivable, unexpected changes in the economic
environment and operational problems.
The Board will conduct initial due diligence appraisals of
potential businesses or projects and, where they believe further
investigation is warranted, intend to appoint appropriately
qualified persons to assist. The Board believes it has a broad
range of contacts through which it is likely to identify various
opportunities that meet the Board's investing criteria. The Board
believes its expertise will enable it to determine which
opportunities could be viable and so progress quickly to formal due
diligence.
The Company will not have a separate investment manager. The
Board proposes to carry out a comprehensive and thorough project
review process in which all material aspects of a potential project
or business will be subject to rigorous due diligence, as
appropriate. Due to the nature of bio-technology, life sciences and
related technologies it is unlikely that cash returns will be made
in the short to medium term; rather the Company expects a focus on
capital returns over the medium to long term.
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