Notice of AGM and Cancellation of Listing etc.
28 März 2008 - 12:19PM
UK Regulatory
Platinum Mining Corporation of India PLC
(the "Company" or "PMCI")
Proposed Cancellation of Admission,
Proposed Offer to Buyback the minority interests in the Company,
Proposed Re-registration as a Private Limited Company,
Notice of Annual General Meeting (2008)
and
Notification of Related Party Loan
The Company announces that, subject to shareholder approval, it has decided to
cancel the admission to trading on AIM of the Company's shares (the
"Cancellation"). In accordance with the AIM Rules for Companies (the "AIM
Rules"), Cancellation will take place no earlier than 20 business days after
today's date and it is currently anticipated that Cancellation will take effect
from 7.00a.m. on 29 April 2008. The Board has also decided to re-register the
Company as a private limited company (the "Re-registration").
In light of the proposed Cancellation and Re-registration and in order to afford
Shareholders with an opportunity to realise their investment in the Company, the
Company will make an offer, following Cancellation and Re-registration, to
minority Shareholders (i.e. Shareholders other than SPI and its nominees) to
acquire their shares in the Company (the "Buyback"). There is no obligation on
the Company to make the Buyback offer, however, the Buyback has been approved by
the Company's parent company, SPI Partners Limited ("SPI"), and the Independent
Directors, Philip Adeane and Jeffrey O'Leary. Subject to Cancellation and Re-
registration, the Buyback offer will be made at 17 pence per PMCI share, which
is (i) equal to PMCI's current mid-market share price and (ii) over 40 per cent
above the price paid by SPI in its offer to PMCI Shareholders in October 2006.
Under the Companies Act 1985 it is not possible for the Company to effect the
Buyback until the Re-registration has been completed, however, the Board intends
to effect the Buyback as soon as practicable following the Re-registration.
Shareholders' approval is required under the AIM Rules for the Cancellation and
under the Companies Act 1985, as amended, for the Re-registration and the
Buyback.
A circular (the "Circular") is being posted today to Shareholders giving details
of, and seeking Shareholder approval for, the proposed Cancellation and Re-
registration. The Circular includes a notice of Annual General Meeting of the
Company, at which, in addition to the ordinary business to be conducted at the
Annual General Meeting, special resolutions will be proposed to effect the
Cancellation and Re-registration. A copy of the Circular is available on the
Company's website at www.pmciplc.com.
Shareholders are urged not take any action until they have taken the opportunity
to consider the proposals in full, as set out in the Circular. You are
encouraged to read this announcement and the Circular carefully as Cancellation
and Re-registration will affect your rights as a Shareholder.
You should note that if Cancellation takes place, the liquidity and
marketability of the Company's shares will be reduced significantly. In light
of the Cancellation and Re-registration and in order to afford Shareholders with
an opportunity to realise their investment in the Company, the Company proposes
to make the Buyback offer at 17 pence per PMCI share, further details of which
are set out under "Share Buyback" below.
If you have any doubt about the effect of Cancellation or Re-registration or
your rights generally you should seek independent professional advice from an
appropriate independent financial adviser or legal adviser prior to voting on
the Cancellation and Re-registration.
Set out below is a summary of the reasons why the Board wishes to effect the
Cancellation and the Re-registration.
* Lack of Liquidity in PMCI shares
SPI and its nominees currently hold 97.82 per cent of the issued share
capital of the Company. With a free float of 2.18 per cent of the
Company's issued share capital there has been very low liquidity in the
Company's shares since SPI's acquisition of control of the Company in
November 2006.
* Administrative costs
The Report and Accounts of the Company for the 17 months ended 31 December
2007 (the "Report and Accounts") noted that administrative costs in the
period were approximately GBP1.9 million. Administrative costs in the period
were approximately GBP1.46 million excluding extraordinary items. The Report
and Accounts also showed that as at 31 December 2007 the cash reserves of
the Company were GBP9.2 million.
Substantial administrative costs will be saved by the Company as a result
of the Cancellation and Re-registration. Such cost savings include
significant internal costs in ensuring ongoing compliance with the
Company's requirements as a publicly quoted company and professional fees
associated with the AIM quotation (including legal, accounting, broking and
Nomad costs). In addition, further administrative costs and professional
fees will be saved as a result of the Re-registration including lower
accounting fees.
* Strategy
The Board believes that the Company can implement its current strategy with
more flexibility without the need to comply with the reporting and other
requirements imposed by the AIM Rules and free from short term concerns
about share price movements.
* Lighter regulatory burden
As a result of Cancellation and Re-registration, the Company would be
subject to a less onerous regulatory regime than public quoted companies,
with attendant lower administrative costs. As a private company, the
Company would have more flexibility and be subject to less onerous company
administration procedures under the Companies Acts 1985 and 2006 than apply
to public companies.
In November 2006, following SPI's acquisition of control of the Company, SPI
stated that it would endeavor to ensure that the listing of the Company on AIM
would be maintained. However, given the low level of liquidity in the Company's
shares since December 2006 and in light of the reasons set out above, the Board
has decided that the maintenance of the AIM quotation is no longer in the best
interests of the Company.
Update on Boula Mine
As has been communicated to Shareholders in the Report and Accounts, and in
prior announcements, the Company is very disappointed with the delays at the
Boula mine. The matter continues to be under discussion in court proceedings in
India with no further clarity as to when a resolution may be reached. However,
the Company remains cautiously optimistic that a favourable court decision will
be reached. Until a favourable court decision is reached, no further activity in
connection with the Boula mine, including the negotiation of new contracts with
Ferro Alloys Corporation Limited, and commencement of the exploration programme,
will be undertaken by the Company.
Share Buyback
Although there is no obligation on the Company to purchase the shares in the
Company held by minority Shareholders, in light of the proposed Cancellation and
Registration the Board has decided to afford all minority Shareholders with an
opportunity to realise their investment in the Company. The Buyback offer has
been approved by the Company's parent company, SPI, and by the Independent
Directors, Philip Adeane and Jeffrey O'Leary. The Buyback offer will be
conditional, inter alia, on Shareholder approval of the Buyback having been
granted.
Under the Companies Act 1985 it is not possible for the Company to effect the
Buyback until Re-registration has been completed, however, the Board intends to
effect the Buyback as soon as practicable following Re-registration. The
Buyback offer will be made at 17 pence per PMCI share, which is equal to PMCI's
current mid-market share price and is over 40 per cent above the price paid by
SPI in its offer to PMCI Shareholders in October 2006. The detailed terms and
conditions of the Buyback offer will be set out in detail in a circular to be
sent to Shareholders at or about the date of the Re-registration. The Buyback
will be conducted in accordance with the City Code on Takeovers and Mergers.
Please note that there will be no requirement on minority shareholders to accept
the Buyback offer if they wish to remain as Shareholders in the Company.
Effect of the Cancellation
Cancellation will reduce significantly the liquidity and marketability of the
Company's shares. Following the Cancellation there is no guarantee that
Shareholders will be able to sell their shares in the Company or at an
acceptable price.
Following Cancellation and Re-registration, shares in the Company will remain
freely transferable but will not be transferable through CREST. Following the
Cancellation taking effect Shareholders will receive share certificates. In
such circumstances share transfers may still be effected after the date of
Cancellation by depositing a duly executed and stamped stock transfer form
together with an appropriate share certificate with the Company's registrars or
the Company secretary (as the case may be).
Re-registration as a private limited company
As referred to above, it is proposed that the Company be re-registered as a
private limited company under Section 53 of the Companies Act 1985, as amended,
and that the necessary consequential amendments be made to the Company's
Memorandum and Articles of Association. At the Annual General Meeting, a special
resolution will be proposed to effect the Re-registration (the "Re-registration
Resolution").
If the Re-registration Resolution to be put to the Annual General Meeting is
unanimously passed, the Company will, following the passing of the Re-
registration Resolution, be able to effect Re-registration with immediate effect
once the requisite documentation and fee have been filed with and paid to the
Registrar at Companies House. If the Re-registration Resolution is not passed
unanimously, Re-registration may be delayed if Shareholders who did not vote in
favour of the Re-registration Resolution apply to court within 28 days of the
Meeting to have the Re-registration Resolution cancelled. In order to exercise
such rights, dissenting Shareholders must either (i) hold in aggregate not less
than 5% in the nominal value of the Company's issued share capital or (ii)
number not less than 50, and in both instances they must not have voted in
favour of the Re-registration Resolution.
Notification of Related Party Loan
The Board has agreed to extend a loan to SPI (the "SPI Loan"), the Company's
parent company, of a substantial portion of the excess cash reserves of the
Company.
The Company currently has approximately GBP9.2 million in cash reserves. The
amount to be lent to SPI under the Shareholder Loan will be approximately GBP5.65
million leaving the Company with cash reserves of approximately GBP
3.55 million,
comprising approximately GBP650,000 to effect the proposed Buyback offer of all
minority Shareholder interests and approximately GBP2.9 million to meet the
Company's working capital requirements for the next 12 months and to fund the
exploration programme at the Boula mine. The SPI Loan will be made at an
interest rate which is 150 basis points above the rate which the Company is paid
under its existing banking arrangements. The Board believes that the SPI Loan
will have no impact on the Company's current operations as it will leave the
Company with sufficient cash reserves to (i) effect the Buyback, (ii) meet the
Company's working capital requirements for the next 12 months, and (iii) fund
the exploration programme at the Boula mine, should a favourable court decision
be received. At the same time or after the Buyback, the Company will offer to
buy back such number of shares in the Company held by SPI as is equal to the
then outstanding amount of the SPI Loan and at the same price as under the
Buyback. If such offer is accepted by SPI, the Company's payment obligation to
SPI in respect of such buyback will be set off against the then outstanding
amount of the SPI Loan.
The Independent Directors, Philip Adeane and Jeffrey O'Leary, consider, having
consulted with the Company's Nominated Adviser, WH Ireland, that the terms of
the SPI Loan are fair and reasonable insofar as the Shareholders are concerned.
If you have any doubt about the effect of the Cancellation or Re-registration or
your rights generally you should seek independent professional advice from an
appropriate independent financial adviser or legal adviser prior to voting on
the Re-registration Resolution.
AGM
The Circular contains a notice convening the 2008 Annual General Meeting of the
Company to be held at the Institute of Directors, 116 Pall Mall, London, SW1Y
5ED on 21 April 2008 at 9.30 a.m. As explained above, the Cancellation and Re-
registration are subject to Shareholder approval at the AGM. At the AGM, in
addition to ordinary business, special resolutions will be proposed to:
1) approve the Cancellation in accordance with the AIM Rules;
2) re-register the Company as a private limited company and make certain
alterations to the Company's Memorandum of Association; and
3) adopt new Articles of Association.
Enquiries:
Charles Zorab
PMCI
Telephone: 0207 340 0970
James Joyce
WH Ireland Limited
Telephone: 0207 220 1698
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