Sch 1 Update-Platinum Divers
11 September 2007 - 3:19AM
UK Regulatory
RNS Number:6115D
AIM
10 September 2007
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES
("AIM RULES")
COMPANY NAME: Platinum Diversified Mining Inc. ("Platinum") to be renamed International Consolidated Minerals Inc.
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
Zephyr House
122 Mary Street
Grand Cayman KY1-1107
Cayman Islands
Trading Address:
152 West 57th Street
54th Floor
New York NY 10019
United States of America
COUNTRY OF INCORPORATION: Cayman Islands
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.platinumdiversified.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Platinum has conditionally agreed to acquire the entire issued share capital of
International Consolidated Minerals Ltd ("ICM") by way of a reverse take-over
through the issue of 30,000,000 new Ordinary Shares. Admission is sought in
connection with a reverse take-over under Rule 14. Platinum was originally
admitted to AIM on 14 March 2006 to serve as a vehicle to effect a merger,
capital stock exchange, asset acquisition, stock purchase or other similar
business combination with one or more unidentified operating businesses in the
mining industry. The strategy articulated by Platinum in its original AIM
admission document was to acquire target businesses that are available at
valuations that management believes are not reflective of their full productive
potential or that can be used as a platform for further potential acquisitions.
ICM was formed in September 2005 to acquire and pursue the exploration,
development and production of mineral assets with a focus in Latin America, and
initially in Peru on the Pachapaqui Mine. ICM's strategy is to focus on the
development of high quality mining assets at an advanced stage of development.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,
number and type of shares,
nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
42,418,752 ordinary shares of US$0.001
9,935,000 warrants
Restrictions as to transfer:
The ordinary shares and warrants are subject to the conditions listed under
section 903(b)(3), or Category 3, of Regulation S of the Securities Act. Under
Category 3, Offering Restrictions (as declined under Regulation S) were required
to be in place in connection with the Original Placing and additional
restrictions are imposed on re-sales of the ordinary shares and warrants. All
ordinary shares and warrants are subject to these restrictions, regardless of
whether the purchaser acquired the ordinary shares and warrants in a transaction
pursuant to Rule 144A or in a transaction pursuant to Regulation S
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised.
Anticipated market capitalisation on Admission*:
Market capitalisation at the original placing price (US$8.00) : US$ 339,350,016
Market capitalisation at the suspension price (US$7.30) : US$ 309,656,890
* Assuming no exercise of conversion rights or redemption rights
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
52.24%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR
TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or
including any other name by which each is known):
Existing Directors:
Mark Alan Nordlicht, Executive Chairman, aged 38*
Bobby Earl Cooper, Chief Executive Officer, aged 61*
Thomas Alexander Loucks, President, aged 57*
Howard Mattes Crosby, Senior Vice President, aged 55
John Patrick Ryan, Chief Legal Officer, aged 44*
Brian Edward Burgess, Non-Executive Director, aged 64*
John Joseph May, Non-Executive Director, aged 58
Proposed Directors of the Enlarged Group:
Gregory (Greg) Charles Smith, Executive Chairman and Chief Executive Officer, aged 46
Marvin (Marv) Hugh Pelley, President and Chief Operating Officer, aged 59
Jesse Michael Rodriguez, Non-Executive Director, aged 42
Luis Carlos Rodrigo Prado, Non-Executive Director , aged 43
*retiring on Admission
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND
AFTER ADMISSION
(underlining the first name by which each is known or including any other name by which each is known):
Before Admission:
Anchorage Capital 10.26%
Master Offshore
Mr Mark Nordlicht 10.00%
Amaranth LLC 9.86%
Millenium Partners LP 9.90%
NCB Trust Limited 9.35%
DKR Soundshore Oasis 5.03%
Holding Fund
South Ferry #2 LP 5.03%
Morstan Nominees 4.84%
Limited
Investec Bank (UK) Ltd 3.72%
After Admission:
Gregory Smith 18.10%
MGSSA 15.02%
Marvin Pelly 7.70%
Plata-Peru Resources 5.53%
Euro Americas Securities 5.04%
Anchorage Capital Master Offshore 3.00%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 31 December 2006
(iii) 30 September 2007, 30 June 2008 and 30 September 2008
EXPECTED ADMISSION DATE:
14 September 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Partners Limited
26 Mount Row
London W1K 3SQ
NAME AND ADDRESS OF BROKER:
Strand Partners Limited
26 Mount Row
London W1K 3SQ
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL
BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS
SECURITIES:
Internet Address
The Admission Document, containing full details about the applicant and the admission of its securities, will be
available on the Company's website, www.platinumdiversified.com
Postal Address
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
DATE OF NOTIFICATION: 10 September 2007
NEW/ UPDATE: Update
This information is provided by RNS
The company news service from the London Stock Exchange
END
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