TIDMZIOC
RNS Number : 3148B
Zanaga Iron Ore Company Ltd
03 April 2017
Zanaga Iron Ore Company Limited
("ZIOC" or the "Company") (AIM:ZIOC)
PDMR Dealing and Share Transfer
The Company has been advised by Garbet Limited ("Garbet") that
it has transferred its entire holding of 115,671,186 ordinary
shares in the Company representing 41.49% of the Company's entire
issued share capital to its shareholders and the underlying
shareholders of its parent, Strata Limited ("Transfer").
The Transfer was effected in two stages. In the first stage,
108,965,710 ordinary shares representing 39.09% of the Company's
entire issued share capital were transferred to Strata Limited
("Strata") and 6,705,476 ordinary shares representing 2.4% of the
Company's entire issued share capital to other shareholders in
Garbet. In the second stage, Strata transferred the shares it
received to its shareholders.
As a result of the Transfer, Garbet ceased to hold any shares in
the Company; Strata ceased to hold the shares of the Company
transferred to it and the following persons acquired an interest in
shares representing 3% or more of the Company's entire issued share
capital:
Name Number of shares %
--------------------- ----------------- ------
Salamanca Trustees
(Jersey) Ltd
(YR) 13,629,127 4.89
--------------------- ----------------- ------
Leganes Limited 12,513,469 4.49%
--------------------- ----------------- ------
Artemis Trust
Limited (Hardwick) 11,916,534 4.27%
--------------------- ----------------- ------
AI Holdings Limited 8,706,621 3.12%
--------------------- ----------------- ------
Michael Haworth, a non-executive director of the Company, is
indirectly interested in 13,629,127 ordinary shares, representing
4.89% of the issued share capital of the Company by virtue of his
interest as a potential beneficiary in Salamanca Trustees (Jersey)
Ltd (YR).
During the course of the two stage transfer process, Strata
acquired and then immediately disposed of an interest in shares
representing 39.09% of the voting rights of the Company. Regulation
33 of the Company's articles of association provides that, in
circumstances where a person acquires interests in Shares which
carry 30% or more of the voting rights of the Company, the Board
shall be entitled, but not obliged, to require such person to make
a mandatory general offer for all the ordinary shares in the
Company not held by such person ("Mandatory Offer"). At meeting of
the board of the Company (the "Board"), the Directors (with Michael
Haworth recusing himself) carefully considered this matter. In view
of the nature and purpose of the Transfer, the Board decided that
it would not be appropriate to require Strata to make a Mandatory
Offer in connection with the Transfer provided that the Transfer in
two stages was fully implemented. Accordingly, the Board informed
Garbet and Strata of such decision before Garbet decided to proceed
with the Transfer.
As a result of the Transfer, Garbet is no longer a shareholder
in the Company and therefore no longer has the right to appoint two
non-executive directors to the Board of the Company and no longer
has certain other information rights in each case pursuant to the
relationship agreement between Garbet, Guava Minerals Limited
("Guava") and the Company dated 16 November 2010 (the "Relationship
Agreement"). None of the current Directors was appointed by Garbet
in exercise of its right to appoint a director under the
Relationship Agreement.
Simultaneously with the loss by Garbet of its right to appoint
non-executive directors under the Relationship Agreement, Guava
irrevocably waived its rights to appoint one of the two directors
to the Board it is entitled to appoint pursuant to the Relationship
Agreement such that it only retains the right to appoint one
director. As at the date of this announcement, none of the current
Directors has been appointed by Guava in exercise of its right to
appoint a director under the Relationship Agreement. Guava has also
confirmed to the Company that it will not exercise its rights to
appoint a non-executive director unless there are at the time of
such appointment at least four directors who have not been
appointed by Guava in exercise of its right to appoint a director
under the Relationship Agreement.
Director/PDMR Dealing - Further information
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulations, provides further detail in
respect of the transactions as described at the beginning of this
announcement.
1. Details of PDMR / person closely associated
(PCA)
--- -------------------------------------------------------------
a) Name Michael Haworth
--- ----------------------- ------------------------------------
2. Reason for the notification
--- -------------------------------------------------------------
a) Position / status Non-executive director
--- ----------------------- ------------------------------------
b) Initial notification Initial notification
/ amendment
--- ----------------------- ------------------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
--- -------------------------------------------------------------
a) Full name of Zanaga Iron Ore Company Limited
the entity
--- ----------------------- ------------------------------------
b) LEI 21380085XNXEX6NL6L23
--- ----------------------- ------------------------------------
4. Details of the transaction(s)
--- -------------------------------------------------------------
a) Description Ordinary Shares
of the financial
instrument
Identification
Code
--- ----------------------- ------------------------------------
b) Nature of the Michael Haworth was indirectly
transaction interested in 115,671,186
shares held by Garbet Limited.
6,705,476 of these shares
were transferred by Garbet
to the shareholders of Garbet
Limited (other than Strata
Limited) and 108,965,710
of these shares were transferred
by Garbet to its parent,
Strata Limited. In turn,
Strata Limited transferred
these shares to its preference
shareholders, including 13,629,127
shares to a discretionary
trust of which Michael Haworth
is a potential beneficiary.
--- ----------------------- ------------------------------------
c) Currency N/A
--- ----------------------- ------------------------------------
d) Price(s) and Garbet distributed the shares
volume(s) to its shareholders. Strata
transferred shares to its
shareholders in consideration
for the surrender of preference
shares in Strata held by
them.
--- ----------------------- ------------------------------------
e) Aggregated information 115,671,186 shares (disposal
Aggregated volume by Garbet Limited)
Price 13,629,127 (acquisition by
Salamanca Trustees (Jersey)
Ltd (YR)
N/A
--- ----------------------- ------------------------------------
f) Date of the 2 April 2017
transaction
--- ----------------------- ------------------------------------
g) Place of the Outside of a trading venue
transaction
--- ----------------------- ------------------------------------
For further information, please contact:
Zanaga Iron Ore
Corporate Development and Andrew Trahar
Investor Relations Manager +44 20 7399 1105
Liberum Capital Limited
Nominated Adviser, Financial Neil Elliot and Richard Crawley
Adviser and Corporate Broker
+44 20 3100 2000
Bell Pottinger
Financial PR Marianna Bowes
+44 20 7861 3232
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner
of 50% less one share in the Zanaga Iron Ore Project based in the
Republic of Congo (Congo Brazzaville) through its joint venture
partnership with Glencore. The Zanaga Iron Ore Project is one of
the largest iron ore deposits in Africa and has the potential to
become a world-class iron ore producer.
Inside Information
The information contained in this announcement is inside
information. If you have any queries on this, then please contact
Andrew Trahar, the Corporate Development and Investor Relations
Manager of the Company (responsible for arranging release of this
announcement) on +44 (0) 20 7399 1105.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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