TIDMAAZ
RNS Number : 0004N
Anglo Asian Mining PLC
27 May 2022
Anglo Asian Mining plc / Ticker: AAZ / Index: AIM / Sector:
Mining
27 May 2022
Anglo Asian Mining plc
Waiver under Rule 9 of the City Code on Takeovers and
Mergers
Posting of Circular and Notice of General Meeting proposing
Independent Shareholders' approval of waiver
Anglo Asian Mining plc ("Anglo Asian" or the "Company"), the
AIM-listed gold, copper and silver producer focused in Azerbaijan,
is pleased to announce that it will seek the approval of the
Independent Shareholders of a waiver granted by The Panel on
Takeovers and Mergers (the "Panel") of the obligation that would
otherwise arise on certain shareholders to make a general offer for
the entire issued, and to be issued, share capital of the Company
pursuant to Rule 9 of The City Code on Takeovers and Mergers (the
"Code") as a result of purchases by the Company of its own ordinary
shares.
Accordingly, a general meeting of the Company will be held on 23
June 2022 at 11:30am at 33 St James's Square, London SW1Y 4JS (the
"General Meeting") at which the resolution to approve the waiver
("Waiver Resolution") will be proposed. The Waiver Resolution is
set out in full in the circular sent to shareholders today (the
"Circular").
The Circular, the form of proxy and the consent letter to issue
the Circular are available for download on the Company's website at
www.angloasianmining.com .
Background to the Rule 9 Waiver and purchase of own shares by
the Company
The board believes that the market capitalisation of the Company
does not fairly reflect its underlying value and that its ordinary
shares are undervalued. The board would also like to increase the
number of institutional shareholders in the Company. The board
therefore believes it beneficial for the Company to purchase its
own ordinary shares in the market. These ordinary shares acquired
by the Company will be held as treasury shares and be available for
resale. This will enable the Company to accumulate blocks of
ordinary shares significantly large enough to be attractive for
sale to institutional investors.
Reza Vaziri, Governor Sununu and Limelight Industrial
Developments Limited (the "Concert Party") together hold 41.6 per
cent. of the issued share capital of the Company and have been
deemed to act in concert by the Panel. A waiver has been obtained
from the Panel that the Concert Party do not need to make a general
offer for the Company following any purchases of ordinary shares by
the Company. This waiver requires approval of the non-Concert Party
shareholders. A circular to shareholders giving full details of the
waiver, and a resolution to approve it, has been posted today to
shareholders. The General Meeting to approve the waiver will be
held after the Annual General Meeting ("AGM") at 11:30am on 23 June
2022.
Shareholders will also be asked to give a general authority to
the Company to purchase up to 10 per cent. of its issued share
capital (the "Buyback"). A resolution to this effect will be put to
shareholders at the AGM and a further explanation of the resolution
is set out in the Chairman's letter to shareholders on page 98 of
the 2021 annual report which will accompany the Circular.
The board fully intend to maintain the listing of the Company's
ordinary shares on the AIM market of the London Stock Exchange for
the foreseeable future.
The Concert Party
The Concert Party as a whole is currently interested in an
aggregate 47,569,970 Ordinary Shares in the Company, representing
41.6 per cent. of the issued share capital of the Company. The
Concert Party's interest in shares would (assuming no other
allotments of Ordinary Shares) increase to 46.2 per cent. of the
issued share capital of the Company upon the Company purchasing all
of the ordinary shares for which it is seeking authority.
The table below sets out the current number of ordinary shares
the members of the Concert Party are interested in:
Concert Party member Number of ordinary Per cent.
shares of issued ordinary
share capital
Reza Vaziri 32,796,830 28.67
------------------- --------------------
Governor John Sununu 10,734,540 9.38
------------------- --------------------
Limelight Industrial Developments
Limited 4,038,600 3.53
------------------- --------------------
Michael Sununu - -
------------------- --------------------
Total Concert Party 47,569,970 41.59
------------------- --------------------
If the Waiver Resolution and the Buyback are approved by
shareholders, the Company will have the authority to repurchase up
to 11,439,202. These repurchased Ordinary Shares would be held in
treasury.
Recommendation
The Directors independent of the Concert Party, being Khosrow
Zamani and Professor John Monhemius (the "Independent Directors"),
strongly encourage shareholders to read the circular in full and
exercise their votes in respect of the Waiver Resolution. The
Independent Directors, who have been so advised by SP Angel
Corporate Finance LLP ("SP Angel"), consider the waiver granted by
the Panel of the obligation that would otherwise arise on the
members of the Concert Party both individually and collectively, to
make a general offer for the entire issued share capital of the
Company pursuant to Rule 9 of the Takeover Code as a result of
purchases by the Company of Ordinary Shares pursuant to the
authority to make market purchases, to be in the best interests of
the Company and the Independent Shareholders as a whole. In
providing its advice to the Independent Directors, SP Angel has
taken account of the Independent Directors' commercial assessments.
Accordingly, the Independent Directors unanimously recommend that
the Independent Shareholders vote in favour of the Waiver
Resolution to be proposed at the General Meeting, as the
Independent Directors intend to do in respect of their own
beneficial holdings of Ordinary Shares, representing 1.6 per cent.
The members of the Concert Party are not entitled to vote on the
Waiver Resolution.
Terms used and not defined in this announcement shall have the
same meanings given to them in the Circular.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, which was incorporated into UK law by
the European Union (Withdrawal) Act 2018, until the release of this
announcement.
**ENDS**
For further information please contact:
Tel: +994 12 596
Reza Vaziri Anglo Asian Mining plc 3350
Tel: +994 502 910
Bill Morgan Anglo Asian Mining plc 400
--------------------------- ---------------------
Tel: +994 502 916
Stephen Westhead Anglo Asian Mining plc 894
--------------------------- ---------------------
Ewan Leggat SP Angel Corporate Finance Tel: +44 (0) 20 3470
Adam Cowl LLP 0470
Nominated Adviser and
Broker
--------------------------- ---------------------
Charlie Jack Hudson Sandler Tel: +44(0) 20 7796
Elfie Kent 4133
--------------------------- ---------------------
Notes to editors:
Anglo Asian Mining plc (AIM:AAZ) is a gold, copper and silver
producer in Central Asia with a broad portfolio of production and
exploration assets in Azerbaijan. The Company produced 64,610 gold
equivalent ounces ("GEOs") for the year ended 31 December 2021.
In September 2021, the Company announced a transaction with the
Government of Azerbaijan which grants it three additional
concessions with a combined area of 882 square kilometres,
including the Garadagh porphyry copper deposit, with a Soviet
classified resource of over 300,000 tonnes of copper. The
transaction is subject to ratification by the parliament of
Azerbaijan.
In December 2021, the Company undertook a private placement
which acquired 19.8 per cent. of Libero Copper & Gold
Corporation ("Libero"). The transaction was completed in January
2022. Libero is listed on the TSX Venture Exchange in Canada and
owns, or has the option to acquire, several copper exploration
properties in North and South America, including Mocoa in Colombia,
one of the world's largest undeveloped copper-molybdenum
resources.
https://www.angloasianmining.com/
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