NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
LEI: 213800X8BO8EK2B4HQ71
11 March
2022
Anglesey Mining
plc
(‘Anglesey’ or the ‘Company’)
APPENDIX TO SCHEDULE ONE
ANNOUNCEMENT
Further
information relating to Anglesey Mining plc in connection with the
proposed admission of its ordinary shares to trading on AIM
Further to the announcement made at 17:57 on 9 March 2022, the London Stock Exchange has this
morning published the correct Schedule One announcement. This
Appendix has been prepared in accordance with the requirements of
Rule 2 of, and Schedule One (including the Supplement to Schedule
One for a quoted applicant) to, the AIM Rules that, for a quoted
applicant, all information that is equivalent to that required for
an 'admission document' which is not currently public shall be made
public. Information which is public includes, without limitation,
all information available in respect of the Company accessed at the
London Stock Exchange (available
at www.londonstockexchange.com), all information
available in respect of the Company on the FCA's National Storage
Mechanism (available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism),
all information available in respect of the Company at the website
of Companies House at www.companieshouse.gov.uk, all
information available on the Company's
website (https://www.angleseymining.co.uk/) and the
contents of this Appendix (together comprising the "Company's
Public Record").
AIM
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the FCA.
A prospective investor should be aware of the risks of investing
in such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with an
independent financial adviser.
Each AIM company is required pursuant to the AIM Rules to have a
nominated adviser. The nominated adviser is required to make a
declaration to the London Stock Exchange on admission in the form
set out in Schedule Two to the AIM Rules for Nominated
Advisers.
The London Stock Exchange has not itself examined or approved
the contents of this document.
Nominated Adviser and Brokers
J&E Davy ("Davy"), which is authorised and
regulated in Ireland by the
Central Bank of Ireland, is acting
exclusively as nominated adviser and broker to the Company in
connection with the proposed AIM Admission and will not be
responsible to any person other than the Company for providing the
protections afforded to its customers or for advising any other
person on the contents of this Appendix or in connection with the
proposed AIM Admission. The responsibilities of Davy as the
Company's nominated adviser under the AIM Rules and the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange
and are not owed to the Company or to any Director or to any other
person in respect of such person's decision to acquire shares in
the Company in reliance on any part of this Appendix. Davy does not
accept any responsibility whatsoever for the contents of this
Appendix, and no representation or warranty, express or implied, is
made by Davy with respect to the accuracy or completeness of this
Appendix or any part of it. No representation or warranty, express
or implied, is made by Davy as to any of the contents of this
Appendix and Davy has not authorised the contents of any part of
this Appendix and accepts no liability whatsoever for the accuracy
of any information or opinions contained in this Appendix or for
the omission of any material information from this Appendix for
which the Company and the Directors are solely responsible.
Responsibility
The Company and the Directors, whose names and functions appear
on pages 2 and 3 of this Appendix, accept responsibility,
individually and collectively, for the information contained in
this Appendix including individual and collective responsibility
for compliance with the AIM Rules. To the best of the knowledge and
belief of the Directors (having taken all reasonable care to ensure
that such is the case), the information contained in this Appendix,
for which they are responsible, is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
DIRECTORS, COMPANY SECRETARY,
REGISTERED OFFICE AND ADVISERS
Directors |
John Kearney (Chairman) |
|
Bill Hooley (Deputy Chairman) |
|
Jonathan Battershill (Chief Executive
Officer) |
|
Howard B. Miller (Non-Executive
Director) |
|
Danesh Varma (Finance Director) |
|
Andrew King (Independent Non-Executive
Director) |
|
Namrata Verma (Independent Non-Executive
Director) |
|
|
Company Secretary |
Danesh Varma |
|
|
Registered Office |
Anglesey Mining plc |
|
Tower Bridge House |
|
St. Katharine’s Way |
|
London |
|
E1W 1DD |
|
United Kingdom |
|
|
Broker and Nominated Adviser |
J&E Davy |
|
Davy House |
|
49 Dawson Street |
|
Dublin 2 |
|
Ireland |
|
|
Legal Advisers to the Company |
DLA Piper UK LLP |
|
1 St Peter’s Square |
|
Manchester |
|
M2 3DE |
|
United Kingdom |
|
|
Auditors |
Mazars LLP |
|
Tower Bridge House |
|
St. Katharine’s Way |
|
London |
|
E1W 1DD |
|
United Kingdom |
|
|
|
|
Registrar |
Link Group |
|
Central Square |
|
29 Wellington Street |
|
Leeds |
|
LS1 4DU |
|
United Kingdom |
Geological and Mining Consultants |
|
Micon International Limited
Suite 10, Keswick Hall
Keswick
Norwich
NR4 6TJ |
DEFINITIONS
The definitions set out below apply throughout this document
unless the context requires otherwise.
“2019 Annual Report &
Accounts” |
the Company’s annual report and
accounts for the year ended 31 March 2019; |
“2020 Annual Report &
Accounts” |
the Company’s annual report and
accounts for the year ended 31 March 2020; |
“2021 Annual Report &
Accounts” |
the Company’s annual report and
accounts for the year ended 31 March 2021; |
“2021 Interim Report &
Accounts” |
the Company’s interim report and
accounts for the six months ended 30 September 2021; |
“AIM” |
AIM, a market operated by the London
Stock Exchange; |
“AIM Admission” |
the admission of the Ordinary Shares
to trading on AIM becoming effective in accordance with the AIM
Rules; |
“AIM Rules” |
the “AIM Rules for Companies”
published by the London Stock Exchange from time to time; |
“Anglesey” or the
“Company” |
Anglesey Mining plc, a company
incorporated in England and Wales with registered number
1849957; |
“Appendix” |
this document; |
“Articles of
Association” |
the articles of association of the
Company, as amended from time to time; |
“Board” |
the board of directors of the
Company; |
“Companies Act” |
the Companies Act 2006, as amended,
modified or re-enacted from time to time; |
“Company’s Public
Record” |
information which is in the public
domain and which includes, without limitation, all information
available in respect of the Company accessed at the London Stock
Exchange, all information available in respect of the Company on
the FCA’s National Storage Mechanism and all information available
in respect of the Company at the website of Companies House at
www.companieshouse.gov.uk/ and all information available on the
Company’s website at www.angleseymining.co.uk; |
“Davy” |
J&E Davy; |
“Delisting” |
the proposed cancellation of the
listing of the Company’s Ordinary Shares on the Official List and
from trading on the London Stock Exchange’s main market for listed
securities; |
“Directors” |
means the directors of the Company
at the date of this document and “Director” means any one of
them; |
“Euroclear” |
Euroclear UK & Ireland
Limited; |
“FCA” or “Financial Conduct
Authority” |
the Financial Conduct Authority of
the United Kingdom or any successor body or bodies carrying out the
functions currently carried out by the Financial Conduct
Authority; |
“FSMA” |
the Financial Services and Markets
Act 2000, as amended; |
“GDPR” |
the EU General Data Protection
Regulation (EU) 2016/679; |
“Group” |
the Company together with its
subsidiaries and subsidiary undertakings; |
“IFRS” |
International Financial Reporting
Standards as adopted for use by the EU; |
“London Stock Exchange” |
London Stock Exchange plc or its
successor(s); |
“Nominated Adviser & Broker
Agreement” |
the agreement dated 9 March 2022
entered into between the Company and Davy, details of which are set
out in paragraph 10.1 of this Appendix; |
“Official List” |
the list maintained by the UK
Listing Authority in accordance with section 74(1) of FSMA for the
purpose of Part VI of FSMA; |
“Ordinary Shares” |
ordinary shares of 1 pence each in
the capital of the Company; |
“pounds” or “£” or “pound
sterling” |
means the lawful currency of the
United Kingdom; |
“QCA Code” |
the corporate governance code for
small and mid-size companies issued by the Quoted Company Alliance,
as amended from time to time; |
“Reference Date” |
10 March 2022, the latest
practicable date prior to publication of this document; |
“Registrar” |
Link Asset Services; |
“Schedule One
Announcement” |
the announcement by the Company
pursuant to Rule 2 and Schedule One to the AIM Rules for Companies,
to which this Appendix is attached, in connection with AIM
Admission; |
“shareholder(s)” |
means holder(s) of Ordinary
Shares; |
“subsidiary” |
has the meaning given in section
1159 of the Companies Act; |
“subsidiary undertaking” |
has the meaning given in section
1162 of the Companies Act; |
“Takeover Code” |
the City Code on Takeovers and
Mergers issued by the Takeover Panel, as amended from time to
time; |
“Takeover Panel” |
the Panel on Takeovers and
Mergers; |
“United Kingdom” or “UK” |
the United Kingdom of Great Britain
and Northern Ireland; |
INFORMATION
relating TO ANGLESEY MINING PLC
1. Information
and status on the company
1.1 The Company was
incorporated and registered in England and Wales under the Companies Act 2006 with
registration number 1849957 with the name Peakneat Limited on
21 September 1984. The Company
changed its name to Anglesey Mining PLC on 12 November 1984.
1.2 The principal
legislation under which the Company operates and which the Ordinary
Shares have been, and the new Ordinary Shares will be, issued
is the Companies Act and regulations made thereunder. The Company
is a public limited company and, accordingly, the liability of its
members is limited to the amount paid up or to be paid up on their
shares.
1.3 The Company is
domiciled in the United
Kingdom.
1.4 The business of
the Group is the development of mineral properties and its
principal activity is exploring and developing its wholly owned
Parys Mountain zinc, lead and copper project in North Wales.
1.5 The legal entity
identifier of the Company is 213800X8BO8EK2B4HQ71.
1.6 The Company is the
holding company for a number of subsidiaries. The Company’s
principal subsidiaries and its ownership interests are as
follows:
Name of subsidiary |
Country of Incorporation |
Percentage of Share Capital held |
Parys Mountain Land Limited |
England & Wales |
100 |
Parys Mountain Heritage Limited |
England & Wales |
100 |
Parys Mountain Mines Limited |
England & Wales |
100 |
Angmag AB |
Sweden |
100 |
2. Share capital
of the company
2.1 The Company does
not have an authorised share capital and does not place any limit
on the number of shares which the Company may issue.
2.2 The issued fully
paid up share capital of the Company as at (i) the Reference Date;
and (ii) the date of the AIM Admission is 248,070,732 Ordinary
Shares with an aggregate nominal value of £2,480,707.32.
2.3 All Ordinary
Shares in the capital of the Company are created under the
Companies Act, registered and may be held in either certificated or
uncertificated form.
2.4 The ISIN number
for the Ordinary Shares is GB0000320472.
2.5 The Company’s
Ordinary Shares are currently admitted to listing on the FCA's
Official List (premium listing segment) and to trading on the
London Stock Exchange's Main Market, having first been so admitted
on 18 May 1988. Application will be
made to the London Stock Exchange for the Ordinary Shares to be
admitted to trading on AIM. It is expected that AIM Admission will
become effective and that trading in Ordinary Shares will commence
on AIM on or around 8 April 2022 and
that admission of the Ordinary Shares to listing on the FCA's
Official List (premium listing segment) and to trading on the
London Stock Exchange's Main Market will simultaneously be
cancelled on the same date. The Ordinary Shares will not be
admitted to trading on any other investment exchange.
2.6 As at the
Reference Date, no Ordinary Shares were held by or on behalf of the
Company.
2.7 As at the
Reference Date, the Company also had 21,529,451 Deferred A Shares
and 116,241,384 Deferred B Shares in issue, however these shares do
not carry any rights to vote.
2.8 No person has any
rights to purchase the unissued share capital of the Company.
2.9Further information on the share capital of the Company is
set out in the Company's Public Record.
3. Articles of
association
3.1 The Articles of
Association of the Company adopted pursuant to a resolution passed
at the annual general meeting of the Company held on 24 September 2010 contain, among others,
provisions to the following effect.
Objects
The objects of the Company are unrestricted.
Limited Liability
The liability of the Company’s members is limited to the amount,
if any, unpaid on the shares in the Company held by them.
Share Rights
Subject to any rights attached to existing shares, shares may be
issued with such rights and restrictions as the Company may by
ordinary resolution decide, or (if there is no such resolution or
so far as it does not make specific provision) as the board may
decide. Such rights and restrictions shall apply as if they were
set out in the Articles of Association. Redeemable shares may be
issued, subject to any rights attached to existing shares. The
board may determine the terms and conditions and the manner of
redemption of any redeemable share so issued. Such terms and
conditions shall apply to the relevant shares as if they were set
out in the Articles of Association.
Voting Rights
Subject to special rights and restrictions as to voting attached
to any class of shares by or in accordance with the Articles of
Association, on a vote on a resolution:
(a)on a show of hands every member present in person has one
vote and every proxy present who has been duly appointed by one or
more members will have one vote, except that if a shareholder votes
in person on a resolution then, as regards that resolution, his
proxy shall have no vote; and a proxy shall have one vote for and
one vote against if the proxy has been duly appointed by more than
one member and the proxy has been instructed by one or more members
to vote for and by one or more other members to vote against or by
one or more members to vote in the same way (whether for or
against) and one or more of those members has permitted the proxy
discretion as to how to vote; and
(b) on a poll every member has one vote per share held by him
and he may vote in person or by one or more proxies.
This is subject to any special terms as to voting which are
given to any shares or on which shares are held. In the case of
joint holders of a share the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which the names stand
in the register in respect of the joint holding.
Restrictions
Unless the board decides otherwise, no member shall be entitled
to vote at any general meeting or class meeting in respect of any
share held by him if any call or other sum then payable by him in
respect of that share remains unpaid.
Dividends and Other Distributions
The Company may by ordinary resolution from time to time declare
dividends not exceeding the amount recommended by the board.
Subject to the Companies Act, the board may pay interim dividends,
and also any fixed rate dividend, whenever the financial position
of the Company, in the opinion of the board, justifies its
payment.
Except insofar as the rights attaching to, or the terms of issue
of, any share otherwise provide, all dividends shall be declared
and paid according to (i) amounts paid up on the shares in respect
of which the dividend is declared and paid, but no amount paid up
on a share in advance of a call may be treated as paid up on the
share; and (ii) the terms on which any share is allotted that
provide that such share shall be entitled to a dividend as if the
nominal amount of it were fully or partly paid from a particular
date (in the past or the future). Except as set out above,
dividends may be declared or paid in any currency.
No dividend or other monies payable by the Company on or in
respect of any share shall carry a right to receive interest from
the Company, unless otherwise provided by the rights attached to
the shares.
Variation of Rights
Subject to the Companies Act, rights attached to any class of
shares may be varied with the written consent of the holders of not
less than three-fourths in nominal value of the issued shares of
that class, or with the sanction of a special resolution passed at
a separate general meeting of the holders of those shares validly
held in accordance with the provisions of these articles, but not
otherwise.
The rights conferred upon the holders of any shares shall not,
unless otherwise expressly provided in the rights attaching to
those shares, be deemed to be varied by the creation or issue of
further shares ranking pari passu with them or by
the purchase or redemption by the Company of its own shares.
Transfer of Shares
Subject to the Articles of Association, any member may transfer
all or any of his certificated shares by an instrument of transfer
in writing in any usual form or in any other form which the board
may approve. The instrument of transfer must be signed by or on
behalf of the transferor and (in the case of a partly-paid share)
the transferee.
The transferor of a share is deemed to remain the holder until
the transferee’s name is entered in the register.
The board can decline to register any transfer of any share
which is not a fully-paid share or the transfer of a share on which
the Company has a lien. The board may also decline to register a
transfer of a certificated share unless the instrument of
transfer:
(a) is duly stamped (if required);
(b) is in respect of only one class of share;
(c) is in favour of (as the case may be) a single transferee or
renouncee or not more than four joint transferees or renouncees;
and
(d) is delivered for registration to the office or such other
place as the board may decide, accompanied by the certificate for
the shares to which it relates and such other evidence as the board
may reasonably require.
General Meetings
The board may convene a general meeting of the Company whenever
it thinks fit. If the board, in its absolute discretion, considers
that it is impractical or undesirable for any reason to hold a
general meeting on the date or at the time or place specified in
the notice calling the general meeting, it may postpone the meeting
to another date, time and place.
No business shall be transacted at any general meeting unless a
quorum of two shareholders is present in person or by proxy and
entitled to vote. The absence of a quorum shall not preclude the
appointment of a chairman of the meeting in accordance with the
provisions of these articles, which shall not be treated as part of
the business of the meeting.
Directors
(a) Number of directors
There is no maximum number of directors, but the minimum number
of directors is three.
(b) Directors’ shareholding
qualification
A director is eligible for appointment or reappointment if he is
recommended by the board or proposed by a notice from a shareholder
entitled to attend and vote at the meeting for appointment or
reappointment.
(c) Appointment of directors
Directors may be appointed by the Company by ordinary resolution
or by the board. A director appointed by the board holds office
only until the next annual general meeting of the Company and shall
not retire by rotation at such meeting.
(d) Retirement of directors
At every annual general meeting one third of the directors who
are subject to retirement by rotation or, if their number is not
three or a multiple of three, the number nearest to but not less
than one third, shall retire from office provided that if there are
fewer than three directors who are subject to retirement by
rotation, one shall retire from office.
If any one or more directors who have been a director at each of
the preceding two annual general meetings of the Company:
(i)was not appointed or reappointed at either such general
meeting; and
(ii) has otherwise ceased to be a director (whether by
resignation, retirement, removal or otherwise) and was not
reappointed by general meeting of the Company at or since either
such annual general meeting,
he or they shall retire from office and shall be counted in
obtaining the number required to retire at the meeting.
(e) Removal of directors by ordinary
resolution
The Company may by ordinary resolution remove any director
before the expiration of his period of office.
(f) Vacation of office
The office of a director shall be vacated if:
(i) he resigns by notice delivered to the secretary at the
office or tendered at a board meeting;
(ii) he is prohibited by a law from being a director;
(iii) he ceases to be a director by virtue of the Companies
Act;
(iv) he is removed from office pursuant to the Company’s
Articles of Association.
(v) he becomes bankrupt or compounds with his creditors
generally;
(vi) a registered medical practitioner writes an opinion to the
company stating that he has become physically and mentally
incapable of acting as a director;
(vii) he is or has been suffering from mental ill health and a
court makes an order which wholly or partly prevents him from
personally exercising any powers or rights which he would otherwise
have;
(viii) he and his alternate director (if any) are absent without
the permission of the board from meetings of the board for six
consecutive months and the board resolves that his office is
vacated; or
(ix) he is removed from office by a notice addressed to him at
his last known address and signed by all his co-directors.
If the office of a director is vacated for any reason, he must
cease to be a member of any committee of the board.
(g) Alternate director
Any director may appoint as his alternate director (i) another
director; or (ii) another person approved by the board and willing
to act, and may at his discretion remove such alternate director.
If the alternate director is not already a director, the
appointment, unless previously approved by the board, shall have
effect only upon and subject to being so approved.
(h) Proceedings of the Board
Subject to the provisions of the Articles of Association, the
board may meet for the despatch of business, adjourn and otherwise
regulate meetings as it thinks fit. Any director may summon a board
meeting at any time by notice served on the members of the board.
The quorum necessary for the transaction of the business of the
board may be fixed by the board and, unless so fixed at any other
number, shall be two. A meeting of the board at which a quorum is
present shall be competent to exercise all the powers, authorities
and discretions vested in or exercisable by the board.
Questions arising at any meeting of the board shall be
determined by a majority of votes. In the case of an equality of
votes the chairman of the meeting shall have a second or casting
vote.
All or any of the members of the board may participate in a
meeting of the board by means of a conference telephone or any
communication equipment which allows all persons participating in
the meeting to speak to and hear each other. A person so
participating shall be deemed to be present at the meeting and
shall be entitled to vote and to be counted in the quorum.
A resolution in writing signed by all the directors who are at
the relevant time entitled to receive notice of a board meeting and
who would be entitled to vote on the resolution at a board meeting
shall be as valid and effective for all purposes as a resolution
duly passed at a meeting of the board (or committee).
The board may delegate any of its powers, authorities and
discretions to a committee. The meetings and proceedings of any
committee consisting of two or more members shall be governed by
the provisions contained in the Articles of Association for
regulating the meetings and proceedings of the board so far as the
same are applicable and are not superseded by any regulations
imposed by the board.
(i) Remuneration of directors
Each of the executive directors (but not alternate directors)
shall be paid a fee at such rate as may from time to time be
determined by the board, and may be either a fixed sum of money, or
may altogether or in part be governed by business done or profits
made or otherwise determined by the board.
Each director may be paid his reasonable travelling, hotel and
incidental expenses of attending meetings of the board, or
committees of the board or of the Company or any other meeting
which as a director he is entitled to attend and shall be paid all
other costs and expenses properly and reasonably incurred by him in
the conduct of the Company’s business or in the discharge of his
duties as a director.
(j) Pensions and gratuities for
directors
The board may exercise the powers of the Company to provide
pensions or other retirement or superannuation benefits and to
provide death or disability benefits or other allowances or
gratuities (by insurance or otherwise) for a person who is or has
at any time been a director of (i) the Company; (ii) a company
which is or was a subsidiary undertaking of the Company; (iii) a
company which is or was allied to or associated with the Company or
a subsidiary undertaking of the Company; or (iv) a predecessor in
business of the Company or of a subsidiary undertaking of the
Company, (or in each case, for any member of his family, including
a spouse or former spouse or a person who is or was dependent on
him).
(k) Directors’ interests
The board may authorise any matter which would otherwise involve
a director breaching his duty under the Companies Act to avoid
conflicts of interest.
The board may give any such authorisation upon such terms as it
thinks fit and may revoke or vary such authority at any time.
Subject to the provisions of the Companies Act, and provided he
has declared the nature and extent of his interest to the board as
required by the Companies Act, a director may:
(i) be party to, or otherwise interested in, any transaction or
arrangement with the Company or in which the Company has a direct
or indirect interest;
(ii) act by himself or through a firm with which he is
associated in a professional capacity for the Company or any other
company in which the Company may be interested (otherwise than as
auditor);
(iii) be a director or other officer of, or employed by or a
party to a transaction or arrangement with, or otherwise be
interested in any body corporate in which the Company may be
interested, and a director shall not, by reason of his office, be
accountable to the Company for any remuneration or other benefit
realised by reason of having an interest permitted as described
above or by reason of having a conflict of interest authorised by
the board and no contract shall be liable to be avoided on the
grounds of a director having any such interest.
(l) Restrictions on voting
Subject to certain exceptions set out in the Articles of
Association, no director may vote on or be counted in the quorum in
relation to any resolution of the board concerning a matter in
which he has a direct or indirect interest which is, to his
knowledge, a material interest.
No director may vote on, or be counted in a quorum in relation
to, any resolution of the board or committee concerning his own
appointment.
Subject to the Companies Act, the Company may by ordinary
resolution suspend or relax to any extent the provisions relating
to directors’ interests or the restrictions on voting or ratify any
transaction not duly authorised by reason of a contravention of the
provisions.
(m) Borrowing powers
Subject to the Articles of Association and the provision of the
Companies Act, the board may exercise all the powers of the Company
to borrow money and to mortgage or charge all or part of the
undertaking, property, and assets (present or future) and uncalled
capital of the Company and to issue debentures and other
securities, whether outright or as collateral security for a debt,
liability or obligation of the Company or of a third party.
The board must restrict the borrowings of the Company and
exercise all voting and other rights or powers of control
exercisable by the Company in relation to its subsidiary
undertakings so as to secure that, save with the previous sanction
of an ordinary resolution, no money shall be borrowed if the
aggregate principal amount outstanding of all borrowings by the
Group then exceeds, or would as a result of such borrowing exceed,
an amount equal to two times the adjusted capital and reserves (as
defined in the Articles of Association).
3.2 A complete copy of
the Articles of Association may be accessed
at www.angleseymining.co.uk
4. Risk
factors
In addition to the risk factors relating to the Company and its
industry set out in the 2021 Annual Report & Accounts, the risk
factors set out in this paragraph 4 relating to the Ordinary Shares
should be considered carefully when evaluating whether to make an
investment in the Company. An investment in the Company is only
suitable for investors who are capable or evaluating the risks and
merits of such investment and who have sufficient resources to bear
any loss which might result from such investment. If you are
in any doubt as to the action you should take, you should consult a
professional adviser authorised under FSMA who specialises in
advising on the acquisition of shares and other securities. This
summary of risk factors is not intended to be exhaustive.
4.1 The price of the
Ordinary Shares may fluctuate
The value of an investment in the Ordinary Shares may go down as
well as up. The price of the Ordinary Shares may fall in response
to a range of external factors including the results of the Group,
appointments to and resignations from the board of directors and
executive management team, speculation in the market regarding the
Group's business or other events affecting the Group and general
stock market conditions. In addition, significant sales of Ordinary
Shares by major shareholders, could have a material adverse effect
on the market price of Ordinary Shares as a whole.
4.2 Investment in AIM
securities
An investment in companies whose shares are traded on AIM is
perceived to involve a higher degree of risk and be less liquid
than an investment in companies whose shares are listed on the
Official List. AIM is a market designed primarily for emerging or
smaller companies. An investment in the Ordinary Shares may be
difficult to realise. Existing and prospective investors should be
aware that the value of an investment in the Company may go down as
well as up and that the market price of the Ordinary Shares may not
reflect the underlying value of the Company. Investors may realise
less than their investment. Further, a quotation on AIM will afford
shareholders a lower level of regulatory protection than that
afforded to shareholders in a company with its shares listed on the
premium segment of the Official List.
5. Information
on the directors
5.1 As at the
Reference Date and immediately following AIM Admission becoming
effective in accordance with the AIM Rules, the interests
(including related financial products as defined in the AIM Rules)
of the Directors (including persons connected with the Directors
within the meaning of section 252 of the Companies Act and any
member of the Director's family (as defined in the AIM Rules)) in
the issued share capital of the Company are as follows:
Director |
Legally owned Ordinary Shares |
Share options |
John Kearney |
- |
- |
Bill Hooley |
200,000 |
- |
Jonathan Battershill |
1,787,688 |
- |
Howard B. Miller |
- |
- |
Danesh Varma |
- |
- |
Andrew King |
- |
- |
Namrata Verma |
- |
- |
5.2 Save as stated
above:
(i) None of the Directors (nor any person connected with any of
them within the meaning of section 252 of the Companies Act) has
any interest, whether beneficial or non-beneficial, in the share or
loan capital in the Company or any company in the Group or in any
related financial product (as defined in the AIM Rules) referenced
to the Ordinary Shares;
(ii) There are no outstanding loans granted or guarantees
provided by any member of the Group to or for the benefit of the
Directors or provided by any Director to any member of the
Group;
(iii)None of the Directors has any interest, direct or indirect,
in any assets which have been or are proposed to be acquired or
disposed of by, or leased to, any member of the Group;
(iv) None of the Directors has any option or warrant to
subscribe for any shares in the Company; and
(v) None of the Directors has any interest, direct or indirect,
in any contract or arrangement which is or was unusual in its
nature or conditions or significant to the business of the Group
taken as a whole, which were effected by any member of the Group
and which remains in any respect outstanding or unperformed.
5.3 The Directors
hold, or have during the five years preceding the date of this
Appendix held, the following directorships or partnerships:
Director |
Age |
Current Directorships /
Partnerships |
Past Directorships /
Partnerships |
John Kearney |
71 |
Buchans Resources Limited
Canadian Manganese Company Inc.
Labrador Iron Mines Holdings Limited
Conquest Resources Limited
Energold Minerals Inc.
681358 Alberta Limited
Getty Resources Inc.
Karbonate Minerals Corporation
Pelly River Mines Limited
Rose Creek Vangorda Mines Limited
Stranton Limited
WFD Limited
Golden Sun Resources
Oncologica UK Limited
Saskatchewan Mining and Minerals Inc.
Minco Exploration Plc
Northgate Exploration Limited |
African Gold Plc
Canadian Zinc Corporation
Xtierra Inc.
Avnel Gold Mining Limited
Minco Plc
|
Bill Hooley |
74 |
Labrador Iron Mines Holdings Limited
Grängesberg Iron AB |
- |
Jonathan Battershill |
51 |
Silver Mines Limited
Black Dragon Gold Corporation
Alien Metals Limited
E-Cycle Metals Limited
JJB Advisory Limited |
- |
Howard B. Miller
|
78 |
- |
Avnel Gold Mining Limited
|
Danesh Varma |
72 |
Brook Payroll Services Limited
Brookfield Investments Corp.
Buchans Resources Limited
Labrador Iron Mines Holdings Limited
Canadian Manganese Company Inc.
Grängesberg Iron AB
Minco Exploration plc
Andromeda Life Sciences Limited
Traders Own Ltd
Brook Corporate Finance Limited
KCA Nominees Limited
Kennard Cousins & Associates Limited
Centaur Seaplane Limited
GPS Wealth Limited
Global Presentation Strategies Limited
Brook Precious Metals Limited
Prima Properties Management Limited
Minco Mining Limited
Crowd for Angels (UK) Limited |
Minco Plc
Brookfield Infrastructure Partners
Juno Limited
Arkle Resources
Aviary Films Limited |
Andrew King |
57 |
Scanmetals (UK) Limited
Mincore Inc. |
Avnel Gold Mining Limited
Regia Limited
Highland Metals Pte. Ltd.
Mil-Ver Metal Company Limited
Brookside Metal Corporation Limited
Amalgamated Metal Corporation Plc
Ceramics & Alloy Specialists (Pty) Ltd
Consolidated Tin Smelters Limited
Amalgamated Metal Investment Holdings Limited
British Amalgamated Metal Investments Limited
British Metal Corporation Limited
The British Metal Corporation (India) Pty. Ltd.
The British Metal Corporation (South Africa) (Pty) Ltd.
Alloys Metals and Ceramics Holdings (Pty) Ltd
AMT Futures Limited
Sansing Limited
African Panther Resources (U) Limited |
Namrata Verma |
42 |
Terrafranca Capital Partners Limited
Terrafranca Advisory Limited |
- |
5.4 None of the
Directors has:
(i) any unspent convictions relating to indictable offences;
(ii) had a bankruptcy order made against them or entered into
any individual voluntary arrangements;
(iii) been a director of a company which has been placed in
receivership, compulsory liquidation, creditors’ voluntary
liquidation or administration or entered into a company voluntary
arrangement or any composition or arrangement with its creditors
generally or any class of its creditors whilst they were a director
of that company at the time of, or within the twelve months
preceding, such events;
(iv) been a partner of a firm which has been placed in
compulsory liquidation or administration or which has entered into
a partnership voluntary arrangement whilst they were a partner of
that firm at the time of, or within twelve months preceding, such
events;
(v) had any asset belonging to them placed in receivership or
been a partner of a partnership any of whose assets have been
placed in receivership whilst they were a partner at the time of,
or within twelve months preceding, such receivership; or
(vi) been publicly criticised by any statutory or regulatory
authority (including any recognised professional body) or been
disqualified by a court from acting as a director of a company or
from acting in the management or conduct of the affairs of any
company.
6. Major
shareholders
6.1 The names and
shareholdings in the Company held by ‘significant shareholders’
(being persons holding 3% or more of the Ordinary Shares in the
Company), with such shareholdings expressed as a percentage of the
Company’s issued share capital both before and upon AIM Admission
are set out in the Schedule One announcement.
6.2 As at the
Reference Date, no major shareholder has any different voting
rights to the other holders of Ordinary Shares in the capital of
the Company.
6.3 The Company is not
aware of any person or persons who, directly or indirectly, jointly
or severally, exercise(s) or could exercise control of the Company
or any arrangements the operation of which may, at a subsequent
date, result in a change in the control of the Company.
7. Company’s
financial information
7.1 The Group's
audited consolidated financial statements included in the Group's
2021 Annual Report and Accounts, the Group's Annual Report and
Accounts for FY 2019/20 and the Group's Annual Report and Accounts
for FY 2018/19, respectively, together with the audit reports
thereon, are incorporated by reference into this document. The
Group's audited consolidated financial statements for FY 2020/21,
FY 2019/2020 and FY 2018/19 were prepared in accordance with IFRS.
The Group's unaudited interim results for the six-month period
ended 30 September 2021, which
contain comparative statements for the same period in the prior
financial year, are also incorporated by reference into this
document. These documents are all available from the Company's
website at www.angleseymining.co.uk:
Reference document |
Information incorporated by reference |
Page number in the reference document |
Anglesey Mining Half Yearly Report for the six
months to 30 September 2021 |
Unaudited Condensed Consolidated Income
Statement |
Page 4 |
|
Unaudited Condensed Consolidated Statement of
Financial Position |
Page 5 |
|
Unaudited Condensed Consolidated Statement of Cash
Flows |
Page 6 |
|
Unaudited Condensed Consolidated Statement of
Changes in Group Equity |
Page 7 |
|
Notes to the Condensed Consolidated Financial
Statements |
Pages 8 to 11 |
Anglesey Mining Annual Report for the year to 31
March 2021 |
Group Income Statement |
Page 43 |
|
Group Statement of Comprehensive Income |
Page 43 |
|
Group Statement of Financial Position |
Page 44 |
|
Company Statement of Financial Position |
Page 45 |
|
Statement of Changes in Equity |
Page 46 |
|
Group Statement of Cash Flows |
Page 47 |
|
Company Statement of Cash Flows |
Page 48 |
|
Notes to the Financial Statements |
Pages 49 - 63 |
Anglesey Mining Annual Report for the year to 31
March 2020 |
Group Income Statement |
Page 35 |
|
Group Statement of Comprehensive Income |
Page 35 |
|
Group Statement of Financial Position |
Page 36 |
|
Company Statement of Financial Position |
Page 37 |
|
Statement of Changes in Equity |
Page 38 |
|
Group Statement of Cash Flows |
Page 39 |
|
Company Statement of Cash Flows |
Page 40 |
|
Notes to the Financial Statements |
Pages 41 - 55 |
Anglesey Mining Annual Report for the year to 31
March 2019 |
Group Income Statement |
Page 27 |
|
Group Statement of Comprehensive Income |
Page 27 |
|
Group Statement of Financial Position |
Page 28 |
|
Company Statement of Financial Position |
Page 29 |
|
Statement of Changes in Equity |
Page 30 |
|
Group Statement of Cash Flows |
Page 31 |
|
Company Statement of Cash Flows |
Page 32 |
|
Notes to the Financial Statements |
Pages 33 - 49 |
7.2 Mazars LLP of
Tower Bridge House, St Katharine’s Way, London E1W 1DD, United Kingdom are the current auditors of the
Company.
8. Dividend
policy
The Group does not pay a dividend.
9. Litigation
and arbitration
Neither the Company nor any other member of the Group is, nor
has it been at any time during the 12 months immediately preceding
the date of this Appendix, involved in any governmental, legal or
arbitration proceedings, which may have, or have had in the recent
past, a significant effect on the Company's and/or the Group's
financial position or profitability and there are no such
proceedings of which the Company is aware which are pending or
threatened.
10. Material
contracts
The following are all of the contracts (not being contracts
entered into in the ordinary course of business) that have been
entered into by the Group in the two years prior to the date of
this Appendix and are, or may be, material to the Group or have
been entered into by any member of the Group at any time and
contain obligations or entitlements which are, or may be, material
to the Group, in each case as at the date of this Appendix:
10.1 Nominated Adviser and Broker
Agreement
On 9 March 2022, the Company
entered into an agreement with Davy under which Davy agreed to act
as nominated adviser and broker to the Company, as required under
the AIM Rules for Companies. Following Admission, the Nominated
Adviser and Broker Agreement is terminable by either party on sixty
days’ notice and Davy will be entitled to terminate the agreement
in certain customary circumstances, including if there has been a
material breach by the Company of its obligations under the
agreement or if the Ordinary Shares cease to be admitted to trading
on AIM. The Company has given customary undertakings, warranties
and indemnities to Davy.
10.2 Project Development and
Cooperation Agreement
On 26 November 2018, the Company
entered into an agreement with QME Mining Technical Services
(“QME”), a division of QME Ltd pursuant to which QME agreed to
carry out an agreed programme of design, engineering and
optimisation studies relating to the future development of Parys
Mountain. Subsequent to the agreement, QME carried out a detailed
review of various development and mining alternatives for Parys
Mountain and delivered the results to the Company. In
consideration for services rendered, the Company has granted QME
various rights and options relating to the future development of
Parys Mountain, including:
(i) awarding exclusive contracts for the development of the
decline and underground mind development on terms to be agreed;
(ii) in the event that the Company and QME are not able to agree
terms AYM may offer such contracts to third parties, subject to a
right of first refusal in favour of QME, and subject to a payment
by AYM to QME, upon the award of such contracts to a third-party,
of a break-fee; and
(iii) a right and option granted to QME, upon completion of the
pre-feasibility study to undertake, at QME’s cost and investment,
the mine development component of the Parys Mountain project,
including decline and related underground development and shaft
development, with a scope to be agreed, to the point of
commencement of production, in consideration of which QME would
earn a 30% undivided joint venture interest in the Parys Mountain
project.
11. Corporate
governance
11.1 Up to the date of AIM
Admission, the recognised corporate governance code that the Board
has been and will be applying is the UK Corporate Governance Code.
The Corporate Governance Report is set out on pages 29 to 34 of the
2021 Annual Report and outlines how the Company seeks to apply the
Principles of the UK Corporate Governance Code under five sections,
the actions the Company has taken and some resulting outcomes.
11.2 The recognised corporate
governance code that the Board will comply with following the AIM
Admission is the QCA Code.
12. The Takeover Code
and the Companies Act
12.1 Mandatory takeover bids
(i) The Takeover Code applies to all takeover and merger
transactions in relation to the Company and operates principally to
ensure that shareholders are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that
shareholders of the same class are afforded equivalent treatment.
The Takeover Code provides an orderly framework within which
takeovers are conducted and the Takeover Panel has now been placed
on a statutory footing.
(ii) The Takeover Code is based upon a number of General
Principles which are essentially statements of standards of
commercial behaviour. General Principle One states that all holders
of securities of an offeree company of the same class must be
afforded equivalent treatment and if a person acquires control of a
company, the other holders of securities must be protected. This is
reinforced by Rule 9 of the Takeover Code which requires a person,
together with persons acting in concert with him, who acquires
shares carrying voting rights which amount to 30 per cent. or more
of the voting rights to make a general offer. "Voting rights" for
these purposes means all the voting rights attributable to the
share capital of a company which are currently exercisable at a
general meeting. A general offer will also be required where a
person who, together with persons acting in concert with him, holds
not less than 30 per cent. but not more than 50 per cent. of the
voting rights, acquires additional shares which increase his
percentage of the voting rights. Unless the Takeover Panel
consents, the offer must be made to all other shareholders, be in
cash (or have a cash alternative) and cannot be conditional on
anything other than the securing of acceptances which will result
in the offeror and persons acting in concert with him holding
shares carrying more than 50 per cent. of the voting rights.
(iii) There are not in existence any current mandatory takeover
bids in relation to the Company.
12.2 Squeeze out
Section 979 of the Companies Act provides that if, within
certain time limits, an offer is made for the share capital of the
Company, the offeror is entitled to acquire compulsorily any
remaining shares if it has, by virtue of acceptances of the offer,
acquired or unconditionally contracted to acquire not less than 90
per cent. in value of the shares to which the offer relates and in
a case where the shares to which the offer relates are voting
shares, not less than 90 per cent. of the voting rights carried by
those shares. The offeror would effect the compulsory acquisition
by sending a notice to any remaining minority shareholders telling
them that it will compulsorily acquire their shares and then, six
weeks from the date of the notice, pay the consideration for the
shares to the Company to hold on trust for such shareholders. The
consideration offered to shareholders whose shares are compulsorily
acquired under the Companies Act must, in general, be the same as
the consideration available under the takeover offer.
12.3 Sell out
Section 983 of the Companies Act permits a minority shareholder
to require an offeror to acquire its shares if the offeror has
acquired or contracted to acquire shares in the Company which
amount to not less than 90 per cent. in value of all the voting
shares in the Company and carry not less than 90 per cent. of the
voting rights. Certain time limits apply to this entitlement. If a
shareholder exercises its rights under these provisions the offeror
is bound to acquire those shares on the terms of the offer or on
such other terms as may be agreed.
13. Taxation
The following summary is intended as a general guide only for
Shareholders who are UK tax resident as to their tax position under
current UK tax legislation and HMRC practice as at the date of this
Appendix. Such law and practice (including, without limitation,
rates of tax) is in principle subject to change at any time.
The Company is at the date of this Appendix resident for tax
purposes in the United Kingdom and
the following is based on that status.
This summary is not a complete and exhaustive analysis of all
the potential UK tax consequences for holders of Ordinary Shares.
It addresses certain limited aspects of the UK taxation position
applicable to shareholders resident and domiciled for tax purposes
in the United Kingdom (except in
so far as express reference is made to the treatment of non-UK
residents) and who are absolute beneficial owners of their Ordinary
Shares (as applicable) and who hold their Ordinary Shares as an
investment and not as party to an arrangement that would produce a
return that is economically equivalent to interest or which has the
main purpose, or one of the main purposes, the obtaining of a tax
advantage. This summary does not address the position of certain
classes of shareholders who (together with associates) have a 10
per cent. or greater interest in the Company, or such as dealers in
securities, market makers, brokers, intermediaries, collective
investment schemes, pension funds, charities or UK insurance
companies or whose shares are held under a self-invested personal
pension or an individual savings account or are 'employment related
securities' as defined in section 421B of the Income Tax (Earnings and Pensions)
Act 2003.
Any person who is in any doubt as to his tax position or who is
subject to taxation in a jurisdiction other than the United Kingdom should consult his or her
professional advisers immediately as to the taxation consequences
of his or her ownership and disposition of Ordinary Shares.
This summary is based on current United Kingdom tax legislation. Shareholders
should be aware that future legislative, administrative and
judicial changes could affect the taxation consequences described
below.
13.1 Taxation of Dividends
Under current UK taxation legislation, there is no UK
withholding tax on dividends, including cases where dividends are
paid to a shareholder who is not resident (for tax purposes) in the
United Kingdom.
UK tax resident and domiciled or
deemed domiciled individual shareholders
All dividends received from the Company by an individual
shareholder who is resident and domiciled (or deemed domiciled) in
the UK will, except to the extent that they are earned through an
ISA, self-invested pension plan or other regime which exempts the
dividend from tax, form part of the shareholder’s total income for
income tax purposes and will represent the highest part of that
income.
A nil rate of income tax applies to the first £2,000 of dividend
income received by an individual shareholder in a tax year (the
“Nil Rate Amount”), regardless of what tax rate would otherwise
apply to that dividend income. If an individual receives dividends
in excess of this allowance in a tax year, the excess will be taxed
at 7.5 per cent (due to increase to 8.75 per cent on 6 April 2022). (for individuals not liable to tax
at a rate above the basic rate), 32.5 per cent. (due to increase to
33.75 per cent on 6 April 2022) (for
individuals subject to the higher rate of income tax) and 38.1 per
cent. (due to increase to 39.35 per cent on 6 April 2022) (for individuals subject to the
additional rate of income tax) for 2020/21.
To the extent that total income exceeds any remaining standard
rate band (maximum £1,000), trustees of discretionary trusts
receiving dividends from shares are liable to account for income
tax at the dividend trust rate, currently 38.1 per cent (due to
increase to 39.35 per cent on 6 April
2022) (a rate of 7.5 per cent (8.75 per cent from
6 April 2022)) applies to dividend
income within the standard rate band). Trustees do not qualify for
the £2,000 dividend allowance available to individuals. This is a
complex area and trustees of such trusts should consult their own
tax advisers.
UK pension funds and charities are generally exempt from tax on
dividends which they receive.
Corporate shareholders within the
charge to UK corporation tax
Shareholders within the charge to UK corporation tax which are
'small companies' for the purposes of Chapter 2 of Part 9A of the
Corporation Tax Act 2009 will generally not be subject to UK
corporation tax on any dividend received provided certain
conditions are met (including an anti-avoidance condition).
A UK resident corporate shareholder (which is not a 'small
company' for the purposes of the UK taxation of dividends
legislation in Part 9A of the Corporation Tax Act 2009) will be
liable to UK corporation tax (currently at a rate of 19 per cent as
from 1 April 2020) unless the
dividend falls within one of the exempt classes set out in Part 9A.
Examples of exempt classes (as defined in Chapter 3 of Part 9A of
the Corporation Tax Act 2009) include dividends paid on shares that
are 'ordinary shares' (that is shares that do not carry any present
or future preferential right to dividends or to the Company’s
assets on its winding up) and which are not 'redeemable', and
dividends paid to a person holding less than 10 per cent. of the
issued share capital of the payer (or any class of that share
capital in respect of which the distribution is made). However, the
exemptions are not comprehensive and are subject to various
conditions and anti-avoidance rules.
Non-resident shareholders
Non-UK resident corporate shareholders are not generally subject
to UK tax on dividend receipts.
Non-UK resident individual shareholders who receive a dividend
from the Company are treated as having paid UK income tax on their
dividend income at the dividend ordinary rate (7.5 per cent, due to
increase to 8.75 per cent on 6 April
2022). Such income tax will not be repayable to a non-UK
resident individual shareholder. A non-UK resident individual
shareholder is not generally subject to further UK tax on dividend
receipts.
Non-UK resident shareholders may however be subject to taxation
on dividend income under local law, in their country or
jurisdiction of residence and/or citizenship. Non-UK resident
shareholders should consult their own tax advisers in respect of
the application of such provisions, their liabilities on dividend
payments and/or what relief or credit may be claimed in the
jurisdiction in which they are resident.
13.2 Taxation of Chargeable
Gains
Individual Shareholders
If an individual shareholder is within the charge to UK capital
gains tax, a disposal (or deemed disposal) of all or some of his or
her Ordinary Shares may give rise to a chargeable gain or an
allowable loss for the purposes of capital gains tax, depending on
his or her circumstances. The rate of capital gains tax on disposal
of shares is 10 per cent. (current and proposed 2022/2023) for
individuals who are subject to income tax at the basic rate and 20
per cent. (current and proposed for 2022/2023) for individuals who
are subject to income tax at the higher or additional rates. An
individual shareholder is entitled to realise an annual exempt
amount (£12,300 from 6 April
2022).
Corporate Shareholders
For a corporate shareholder within the charge to UK corporation
tax, a disposal (or deemed disposal) of Ordinary Shares may give
rise to a chargeable gain at the rate of corporation tax applicable
to that shareholder (currently 19 per cent, due to increase to 25
per cent from 1 April 2023) or an
allowable loss for the purposes of UK corporation tax. Indexation
allowance may reduce the amount of chargeable gain that is subject
to corporation tax by increasing the chargeable gains tax base cost
of an asset in accordance with the rise in the retail prices index
from the month of acquisition up to 31
December 2017. Indexation allowance is currently 'frozen' so
that it does not increase the chargeable gains tax base cost for
any period from 1 January 2018
onwards, even if the date of disposal occurs at a later point in
time.
Non-resident shareholders
A shareholder who is not resident in the United Kingdom for tax purposes, but who
carries on a trade, profession or vocation in the United Kingdom through a permanent
establishment (where the shareholder is a company) or through a
branch or agency (where the shareholder is not a company) and has
used, held or acquired the Ordinary Shares for the purposes of such
trade, profession or vocation or such permanent establishment,
branch or agency (as appropriate) may be subject to UK tax on
capital gains on the disposal of Ordinary Shares.
In addition, holders of Ordinary Shares who are individuals and
who dispose of Ordinary Shares while they are temporarily
non-resident may be treated as disposing of them in the tax year in
which they again become resident in the United Kingdom.
13.3 Inheritance Tax
Individual and trustee Shareholders domiciled or deemed to be
domiciled in any part of the United
Kingdom may be liable on occasions to inheritance tax
(“IHT”) on the value of any Ordinary Shares held by them. Under
current law, the primary occasions on which IHT is charged are on
the death of the Shareholder, on any gifts made during the seven
years prior to the death of the Shareholder (which will also be
brought into account when calculating the IHT on the death of the
Shareholder), and on certain lifetime transfers, including
transfers to trusts or appointments out of trusts to beneficiaries,
save in very limited and exceptional circumstances.
However, a relief from IHT known as business property relief
(“BPR”) may apply to ordinary shares or preference shares in
unlisted trading companies once these have been held with such
status for two years by the Shareholder. This relief may apply
notwithstanding that a company’s shares will be admitted to trading
on AIM (although it does not apply to companies whose shares are
listed on the Official List, which was the case for the Ordinary
Shares prior to admission to AIM). BPR operates by reducing the
value of shares by 100 per cent. for IHT purposes which means that
there will be no IHT to pay.
Shareholders should consult an appropriate professional adviser
if they intend to make a gift of any kind or intend to hold any
Ordinary Shares through trust arrangements. They should also seek
professional advice in a situation where there is a potential for a
double charge to UK IHT and an equivalent tax in another
country.
13.4 Stamp Duty and Stamp Duty
Reserve Tax ("SDRT")
Neither UK stamp duty nor SDRT should arise on transfers of
Ordinary Shares on AIM (including instruments transferring Ordinary
Shares and agreements to transfer Ordinary Shares) based on the
following assumptions:
(i) the Ordinary Shares are admitted to trading on AIM, but are
not listed on any market (with the term 'listed' being construed in
accordance with section 99A of the Finance Act 1986) , and this has
been certified to Euroclear; and
(ii) AIM continues to be accepted as a 'recognised growth
market' (as construed in accordance with section 99A of the Finance
Act 1986). In the event that either of the above assumptions does
not apply, stamp duty or SDRT may apply to transfers of Ordinary
Shares in certain circumstances, at the rate of 0.5 per cent. of
the amount or value of the consideration (rounded up in the case of
stamp duty to the nearest £5).
13.5 AIM
Companies whose shares trade on AIM are deemed unlisted for the
purposes of certain areas of UK taxation. Following the AIM
Admission, Ordinary Shares held by individuals for at least two
years from the AIM Admission may qualify for more generous
exemptions from inheritance tax on death or in relation to lifetime
transfers of those Ordinary Shares. Shareholders should consult
their own professional advisers on whether an investment in an AIM
security is suitable for them, or whether the tax benefit referred
to above may be available to them.
The comments set out above are intended only as a general guide
to the current tax position in the United
Kingdom at the date of this Appendix. The rates and basis of
taxation can change and will be dependent on a shareholder’s
personal circumstances.
Neither the Company nor its advisers warrant in any way the tax
position outlined above which, in any event, is subject to changes
in the relevant legislation and its interpretation and
application.
14. Related party
transactions
Details of related party transactions are set out in note 14 to
the 2021 Interim Report & Accounts, in note 24 to the 2021
Annual Report & Accounts, in note 24 to 2020 Annual Report
& Accounts and in note 25 to the 2019 Annual Report &
Accounts.
15. Investments
Details of the Group’s investments are set out in note 10 to the
2021 Interim Report & Accounts, in note 13 to the 2021 Annual
Report & Accounts, in note 13 to the 2020 Annual Report &
Accounts and in note 13 to the 2019 Annual Report &
Accounts.
16. Employees
For the six months ended 30 September
2021, the Group had one full-time employee.
17. General
17.1 Davy has given and not
withdrawn its written consent to the issue of this Appendix with
the inclusion of its name and references to it in the form and
context in which it is included.
17.2 The independent Preliminary
Economic Assessment (“PEA”) on the Parys Mountain project completed
by Micon International Limited and a letter by Micon International
Limited stating that there had been no significant change to the
PEA as at 7 March 2022 are
incorporated by reference in full into this document and are
available on the Company’s website
at www.angleseymining.co.uk.
17.3 No public takeover bids have
been made by third parties in respect of the Company’s issued share
capital during the six months ended 30
September 2021 or during the current accounting period up to
the date of this Appendix.
17.4 There are no environmental
issues that affect the Group’s utilisation of its tangible fixed
assets.
17.5 Save as disclosed in the
Company’s Public Record, the Directors are not aware of any known
trends, uncertainties, demands, commitments, or events that are
reasonably likely to have a material effect on the Company’s
prospects for at least the current financial year.
- Ends -