REG - AIMFrontier Mining Ltd - Schedule 1 Update - Frontier Mining Ltd

Mon Dec 20, 2010 5:51am EST

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RNS Number : 2704Y
AIM
20 December 2010
 



 

 

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:

 

Frontier Mining Ltd., incorporated in the Cayman Islands (the "Company" or "FML (Cayman)")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

1st Floor
Landmark Square Building
64 Earth Close
PO Box 715 KY1-1107

 

COUNTRY OF INCORPORATION:

Cayman Islands

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.frontiermining.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company's principal activity is the exploration and development of gold and copper deposits in the Republic of Kazakhstan through its subsidiaries (together, the "Group").

Frontier Mining Ltd., a company incorporated in the State of Delaware ("FML (Delaware)") announced on 5 July 2010 the proposal to effect a change in holding company of the Group pursuant to the terms of a merger agreement between the Company and FML (Delaware) pursuant to which FML (Delaware) would be merged with and into the Company with the Company being the surviving entity and the new holding company of the Group (the "Merger").

The Merger was approved by the FML (Delaware)'s shareholders in a Special Meeting held on 8 November 2010.  On the Merger becoming effective, each outstanding ordinary share of FML (Delaware) will be converted into and represent the right to receive one share in the Company save that each outstanding ordinary share of FML (Delaware) whose holder is not an "accredited investor", as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act 1933, as amended, will be converted into and represent the right to receive a cash payment in U.S. Dollars calculated based on the average closing price on the London Stock Exchange for the twenty consecutive trading days prior to and including 15 October 2010. The shares of the Company will then be admitted to trading on AIM ("Admission"). Upon the Merger becoming effective, ordinary shares in FML (Delaware) will be cancelled, resulting in the respective holdings of shareholders in the Company (excluding holders who are not "accredited investors") being the same as the respective holdings of shareholders in FML (Delaware) immediately prior to the Merger becoming effective.

 

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):

Maximum of 917,336,206 ordinary shares of U.S.$ 0.01 each ("Shares").

On Admission, no shares will be held in treasury.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital is being raised on Admission. The market capitalisation of the Company on Admission is expected to be similar to that of FML (Delaware) immediately prior to Admission. The market cap of FML (Delaware) was approximately GBP 57 million on 17 December 2010.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

75.18 per cent.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

 

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):

Erlan Sagadiev (Chairman and Chief Executive officer)

George Cole (Chief Financial Officer)

Thomas Sinclair (Executive Director)

Boyd Bishop (Non-executive Director)

 

William Durand Randy Eppler (Non-executive Director)

 

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):

Shareholder Name

Erlan Sagadiev

Thomas Sinclair

Brian Savage

Boyd Bishop

% Holding

51.24%

11.95%

11.90%

0.09%

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 (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 December

(ii)        n/a

(iii)       30 June 2011; 30 September 2011 and 30 June 2012

 

EXPECTED ADMISSION DATE:

22 December 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Libertas Capital Corporate Finance Limited
16 Berkeley Street
London
W1J 8DZ

 

NAME AND ADDRESS OF BROKER:

Libertas Capital Corporate Finance Limited
16 Berkeley Street
London
W1J 8DZ

 

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:

The applicant is quoted.

The Appendix to this AIM Schedule One Announcement will be available for inspection upon request at the following locations:

Bracewell & Giuliani (UK) LLP,
15 Old Bailey,
EC4M 7EF,
London;

Libertas Capital Corporate Finance Limited
16 Berkeley Street
London
W1J 8DZ

 

DATE OF NOTIFICATION:

18th October 2010

 

NEW/ UPDATE:

Update

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:


THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

FML (Delaware)'s shares have been admitted to trading on AIM since 2 September 2004.  As part of the Merger, it is expected that the Company will replace FML (Delaware) as the holding company of the Group.  Accordingly, the London Stock Exchange have agreed that FML (Cayman) is to be treated as a "quoted applicant" for the purposes of the AIM Rules for Companies.

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

FML (Delaware)'s shares have been admitted to trading on AIM since 2 September 2004.  See above.

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Following due and careful enquiry, FML (Cayman) confirms that FML (Delaware) has adhered to all legal and regulatory requirements involved in having FML (Delaware)'s shares admitted to trading on AIM.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

Information is available at www.frontiermining.com.

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Following admission, FML (Cayman)'s principal activities will be the same as FML (Delaware)'s currently are, namely the exploring and developing gold and copper deposits in the Republic of Kazakhstan. 

The Company has also proposed, following the Merger, to acquire by way of contribution Coville Intercorp Ltd ("Coville")'s 50 per cent. interest in the Benkala copper deposit in northern Kazakhstan currently under development  and Coville's 100 per cent. interest in the Maminksaya gold deposit in the southern Ural region of Russia currently under exploration in consideration for 873,215,000 FML (Cayman) Shares meaning that, immediately following the issuance, Coville would hold approximately 48.77 per cent. of the issued and outstanding FML (Cayman) Shares (the "Asset Acquisition").

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Other than as notified by FML (Delaware) via a Regulatory Information Service, there has been no significant change in the Group's financial or trading position since the end of the financial period ended 31 December 2009.

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of the Company have no reason to believe that the working capital available to the Company or the Group will be insufficient for at least 12 months from the date of admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

n/a

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

FML (Cayman) securities will be settled in CREST or certificated form.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

Information is available at www.frontiermining.com.

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Refer to Appendix to this Announcement which is available at www.frontiermining.com

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

Audited Accounts to 31 December 2009 are available at www.frontiermining.com

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 

None.

 

 

 

 


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