Suspension & Update Re Acquisition (1712S)
16 Novembre 2011 - 8:00AM
UK Regulatory
TIDMPMA
RNS Number : 1712S
Premier Management Holdings PLC
16 November 2011
Embargoed: 0700hrs, 16 November 2011
Premier Management Holdings plc
("Premier Management" or the "Company")
Suspension and
Update re Acquisition
Premier Management, the Central Asia-focused natural resources
investment company, announces that its shares will today be
suspended from trading on AIM as the Company has not yet
implemented its Investing Policy as required by Rule 15 of the AIM
Rules for Companies ("Rule 15").
The Company has an option to acquire the entire issued share
capital of Central Asia Resources Limited ("CAR"), and has
continued to work with CAR to help develop its two exploration
licences in Kyrgyzstan. The board is pleased to provide the
following update on the progress of its proposed acquisition of
CAR.
Highlights
-- Proposed acquisition of CAR would be deemed to be a reverse takeover under AIM Rules
-- Company is required to publish a circular and seek
shareholder approval of the acquisition of CAR
-- Share trading expected to resume upon readmission of the
enlarged share capital following the acquisition of CAR
-- Company has committed funds of approx. GBP900,000 in respect
of ongoing work on the CAR projects (of which approx. GBP800,000
under loan agreements)
-- Exploration season in Kyrgyzstan successfully concluded
Basis for suspension
Under Rule 15 a company that has become an Investing Company has
12 months from the date it becomes an Investing Company to make an
acquisition which constitutes a reverse takeover or otherwise
implement its Investing Policy to the satisifaction of the London
Stock Exchange. If an Investing Company does not make an
acquiistion which constitues a reverse takeover or does not
implement its Investing Policy within 12 months, its shares will be
suspended from trading. If, following suspension of the shares, the
shares have not been re-admitted to trading on AIM within six
months, the admission of the shares to trading on AIM will be
cancelled.
Premier Management became an Investing Company on 12 November
2010, following a general meeting at which shareholders approved
the sale of its operating business, a recapitalisation and a new
investing policy. Premier Management then had 12 months to make an
acquisition which constitutes a reverse takeover or otherwise
implement its Investing Policy to the satisifaction of the London
Stock Exchange. Premier Management has not been able to implement
its investing policy to the satisfaction of the London Stock
Exchange. As such the London Stock Exchange is suspending its
shares from trading on AIM.
As and when the Company is in a position to do so, a circular
seeking shareholder approval of the CAR acquisition and containing
an Admission Document for the admission to trading on AIM of the
Company's enlarged share capital (the "Circular") will be sent to
shareholders convening a general meeting to approve the acquisition
of CAR, whereupon the the shares will be readmitted to AIM. For
reasons detailed further below the Company was delayed in
publishing the required Circular.
Update on CAR
The Company continues to view the exercise of its option to
acquire CAR as a highly attractive opportunity to implement its
Investing Policy. During the year the Company has extended two
loans to CAR for a total amount of GBP800,000. Additionally Premier
Management has instructed ACA Howe Limited to prepare a Competent
Person's report, which is required under AIM Rules and will form
part of the Circular and has appointed Eurasia Mining PLC to manage
the exploration work in Kyrgyzstan. As such the Company has
committed approximately GBP900,000 to date in total in respect of
CAR and its two projects.
The above mentioned loans have enabled CAR to continue the
financing of the exploration of the gold target at Cholokkaindy and
the lithium target at Uzunbulak. Exploration work at the
Cholokkaindy project gathered momentum in 2011 with 10 - 13
personnel on site from May to early November 2011 when the
exploration season ended. Exploration consisted of mapping and
prospecting, trenching, geochemical and litho-chemical sampling of
two target areas where significant gold mineralisation had been
discovered in 2010. In addition, a remote sensing project (ASTER
imagery analysis) and geophysical surveys were completed. The
results of the geophysical survey are expected shortly and will be
interpreted and integrated with the other exploration results over
the coming months as the company considers a drilling program for
2012. Volcanic material and sub-volcanic bodies were confirmed in
the area, further improving the potential for hydrothermal
mineralisation in the area. Total trench volumes at Cholokkaindy
reached 4500 cubic metres, with initial work prioritised based on
interpretation of historic data. 560 trench channel samples, 532
grab samples (linear chip), and 833 geochemical samples were
collected. Analytical results are expected to be obtained in
batches over the coming weeks.
Uzunbulak, a lithium prospect located in Eastern Kyrgyzstan in
the Issy-Kul region, was staffed by 9-11 personnel on site from May
to early November 2011. 295 trench channel samples were collected
from 3500 cubic metres of trench work. 1,628 Linear rock chip
samples and 523 geochemical samples were collected for analysis,
which are also expected to arrive through December and January.
Rule 9 Whitewash requirement
On 27 October 2010, the Company announced that it had signed the
option to acquire CAR and that the consideration for the
acquisition would be satisfied by the issue of new shares in the
Company to the shareholders in CAR (the "Transaction"). Certain
beneficial owners of CAR will be deemed a concert party (the
"Concert Party") under the the Takeover Code (the "Code") of the UK
Panel on Takeovers and Mergers (the "Panel"). Some members of the
Concert Party are also shareholders of the Company having purchased
shares for cash on 12 November 2010 in the recapitalisation of the
Company. Taking together their current shareholdings and the shares
to be issued to the Concert Party in the Transaction, the Concert
Party is expected to hold over 30 per cent. of the shares in the
Company. The Company intends to seek a dispensation from the Panel
in oder to waive the the obligation that would otherwise fall on
the Concert Party to make a Rule 9 offer for the Company, which
will be subject to the approval on a poll vote by independent
shareholders at a general meeting (the "Whitewash"). Under the Code
the Whitewash is not permitted until 12 months following the
acquisition by any member of the Concert Party of shares in the
Company for cash. A Whitewash also requires a shareholder circular
which needs to be approved by the Panel in order for the Panel to
give its consent to the Whitewash.
The Company and its advisers are currently in the process of
obtaining the necessary consent from the Panel and finalising the
Circular which will serve as both a Whitewash document under the
Code and an admission document as required under Rule 14 of the AIM
Rules for Companies.
Gerry Desler, Chairman, commented,
"Despite the delay in the progression of the CAR acquisition,
exploration work in Kyrgyzstan is continuing according to plan and
we look forward to updating the market further with results as soon
as they are available. We are also very pleased that the
transaction is progressing well ."
Definitions in this announcement are the same as in the Aim
Rules for Companies, unless otherwise indicated.
Enquiries:
Premier Management Holdings Plc
============================================= =====================
Gerry Desler, Chairman Tel: +44 (0) 1279
731037
============================================= =====================
Libertas Capital Corporate Finance Limited
-- Nominated Adviser
============================================= =====================
Thilo Hoffmann / Sandy Jamieson Tel: +44 (0) 20 7569
9650
============================================= =====================
Rivington Street Corporate Finance -- Broker
============================================= =====================
Dru Edmonstone Tel: +44 (0) 20 7562
3384
============================================= =====================
M: Communications
============================================= =====================
Ben Simons / Maria Souvorov Tel: +44 (0) 20 7920
2340
============================================= =====================
This information is provided by RNS
The company news service from the London Stock Exchange
END
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