Ambrian PLC Update on Merger (5200H)
March 16 2015 - 5:25AM
UK Regulatory
TIDMAMBR
RNS Number : 5200H
Ambrian PLC
16 March 2015
Ambrian plc
("Ambrian" or the "Company")
Update on Merger with Consolidated General Minerals (Schweiz)
AG
On 17 February 2015, Ambrian announced that it had entered into
a conditional agreement relating to the merger (the "Swiss Entities
Merger") of Ambrian's Swiss subsidiary, Ambrian Metals Limited,
with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz"),
the Swiss subsidiary of Consolidated General Minerals plc ("CGM"),
and the subsequent acquisition by Ambrian of the shareholding of
CGM in the merged Swiss entity, together with all the indebtedness
of the CGM Schweiz Group owed to CGM (the "Acquisition"). On 5
March 2015 and 10 March 2015 respectively, Ambrian and CGM
announced that all resolutions proposed at the General Meetings of
the companies were passed and consequently that the Acquisition and
the Swiss Entities Merger have been approved.
Further information about the Acquisition and the Swiss Entities
Merger is set out in full in the AIM Admission document dated 17
February 2015 published by Ambrian (the "Admission Document"),
which is available on Ambrian's website at www.ambrian.com. Terms
and definitions used in this announcement shall have the same
meaning as ascribed to them in the Admission Document unless the
context requires otherwise.
In addition to shareholder approval, completion of the
Acquisition and the Swiss Entities Merger are subject to the
satisfaction of a number of conditions precedent. To date, certain
of these conditions precedent, including certain regulatory
clearances which the Enlarged Group requires in Switzerland, remain
outstanding. Whilst the boards of both Ambrian and CGM expect these
outstanding conditions precedent to be satisfied shortly, it is now
anticipated that they will be satisfied one week later than
originally envisaged, with a consequent extension to the
anticipated timetable set out in the Admission Document.
Accordingly, it is now expected that the Acquisition and the
Swiss Entities Merger will complete on 24 March 2015, and that
re-admission of the 111,361,208 Existing Issued Ordinary Shares to
trading on AIM ("Re-Admission") will occur at 8.00 a.m. on the day
following Completion, which is now expected to take place on 25
March 2015. Further announcements will be made in due course.
As previously announced, pursuant to Resolution no. 1 passed at
the General Meeting, the nominal value of an Ordinary Share has
been reduced from GBP0.10 to GBP0.01 by sub-dividing each Ordinary
Share of GBP0.10 into one ordinary share of GBP0.01 and one
deferred share of GBP0.09. However, the Existing Issued Ordinary
Shares will continue to be marked by the London Stock Exchange as
having a nominal value of GBP0.10 each pending the cancellation of
trading in such shares on AIM (now expected to take place at 6.00
p.m. on 24 March 2015) prior to Re-Admission at 8.00 a.m. the
following morning.
For further information, please contact:-
Ambrian plc
Roger Clegg, COO +44 (0)20 7634 4700
John Coles, FD
Consolidated General Minerals
plc
Robert Adair, Chairman +44 (0)7872 930 114
Jean-Pierre Conrad, CEO + 41 79 601 51 59
Cenkos Securities plc
Neil McDonald +44 (0)131 220 9771
Nick Tulloch +44 (0)131 220 9772
This information is provided by RNS
The company news service from the London Stock Exchange
END
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