TIDMHMB
RNS Number : 5688V
Hambledon Mining PLC
16 December 2013
16 December 2013
Hambledon Mining plc
("Hambledon" or the "Company")
Conversion of Convertible Loan Notes and COO Appointment
Hambledon Mining plc (AIM: HMB), the gold mining and development
company, has today issued 583,648,617 new ordinary shares of 0.1
pence each (the "New Ordinary Shares") to African Resources Limited
("African Resources") following the full conversion of the
unsecured convertible loan notes of GBP17.25 million (plus accrued
interest) issued to African Resources as part of the Karasuyskoye
Ore Fields transaction (as announced on 4 October 2013) (the
"Convertible Loan Notes") (the "Conversion").
The Convertible Loan Notes were issued with a five year term,
bore interest at a rate equal to three months LIBOR plus seven per
cent. (which accrued daily and was payable on redemption or, in
shares, on conversion) and were convertible at a conversion price
of 3 pence per share. Accordingly, upon full conversion of the
Convertible Loan Notes, 583,648,617 New Ordinary Shares were issued
by the Company to African Resources to satisfy the outstanding
principle amount of GBP17.25 million and accrued interest (until
midnight on 15 December 2013) of GBP259,459. The conversion price
of 3 pence per share equates to a premium of 31.9 per cent. to the
closing price of 2.275 pence on 13 December 2013.
African Resources' decision to fully convert was based upon,
inter alia, discussions with various stakeholders, including the
EBRD and investors generally. Shareholder approval was granted at
the general meeting of the Company held on 23 October 2013 to
permit the issue of the maximum number of new ordinary shares
required to satisfy full conversion.
Following the issue of the New Ordinary Shares, African
Resources is interested in 1,081,903,593 ordinary shares in the
Company, representing approximately 69.2 per cent. of the Company's
enlarged issued share capital. The New Ordinary Shares will rank
pari passu in all respects with the existing ordinary shares and it
is expected that admission to trading on AIM will occur at 8.00
a.m. on 20 December 2013. Following admission, the total number of
voting rights in the Company's will be 1,563,370,130.
Update on the Karasuyskoye Ore Fields
The Convertible Loan Notes were issued to fund the acquisition
of certain historical geological information pertaining to the
Karasuyskoye Ore Fields, which are located adjacent to the
Company's current operations in Kazakhstan, from Hydrogeology LLP
("Hydrogeology") (the "Acquisition"). The Karasuyskoye Ore Fields
are an advanced exploration project covering an area of
approximately 198 km(2) . Exploration drilling and testing by
Hydrogeology, which has been reviewed by Hambledon's technical
team, indicates estimated resources of approximately 9 million
ounces of gold and in excess of 16 million ounces of silver.
Following completion of the Acquisition, the Company has used
the information to apply for requisite mining licenses covering the
Karasuyskoye Ore Fields, from the Ministry of Industry and New
Technologies ("MINT") and is currently awaiting approval. Assuming
this approval is forthcoming, and following the completion of
limited additional verification work, the Company expects to engage
Venmyn Deloitte to complete an independent JORC-compliant competent
person's report on the Karasuyskoye Ore Fields. Further updates on
the Karasuyskoye Ore Fields will be provided as appropriate.
UK Takeover Code Considerations
As a result of changes in the definition of companies to which
the UK Takeover Code (the "City Code") applies, the Company became
subject to the City Code with effect from 30 September 2013.
Under Rule 9 of the City Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, interests in securities which (taken together with
securities in which persons acting in concert with him are
interested) carry 30 per cent. or more of the voting rights of a
company which is subject to the City Code, that person is normally
required by the Panel on Takeovers and Mergers (the "Panel") to
make a general offer to the shareholders of that company to acquire
their shares. If any person, together with persons acting in
concert with him, is interested in shares which in the aggregate
carry not less than 30 per cent. of the voting rights of a company
but does not hold shares carrying more than 50 per cent. of such
voting rights and such person, or any person acting in concert with
him, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which he is
interested, that person is normally required by the Panel to make a
general offer to the shareholders of that company to acquire their
shares.
Further, when any person individually, or a group of persons
acting in concert, already holds shares which carry more than 50
per cent. of the voting rights of a company which is subject to the
City Code, that person, or for so long as the group of persons
presumed to be acting in concert continue to be treated as acting
in concert, may accordingly increase their aggregate shareholding
without incurring an obligation under Rule 9 of the City Code to
make a general offer to the minority shareholders of that company
to acquire their shares. However, individual members of the concert
party will not be able to increase their percentage holdings
through or between a Rule 9 threshold without the consent of the
Panel.
As a result of the recommended cash only partial offer pursuant
to which African Resources offered to acquire up to 60 per cent. of
the existing and to be issued shares of the Company (when
aggregated with the Company shares already held by African
Resources and by persons acting in concert with African Resources)
(the "Partial Offer") which was declared unconditional on 23
November 2012, a concert party (as defined in the partial offer
document dated 2 November 2012) came into existence comprising
African Resources and Blackwill Trade Limited (together the
"Concert Party"). African Resources is a company incorporated in
the British Virgin Islands and is associated with Aidar Assaubayev,
the Company's Chief Executive Officer and an Executive Director of
the Company. Blackwill Trade Limited is a company incorporated in
New Zealand and is connected with African Resources.
African Resources and Blackwill Trade Limited are considered to
be persons acting in concert for the purposes of the City Code in
relation to the Company. Following the Partial Offer, African
Resources and Blackwill Trade Limited held 498,254,976 and
88,448,936 ordinary shares respectively representing approximately
50.9 per cent. and 9.0 per cent. respectively, and 59.9 per cent.
in aggregate, of the share capital of the Company at that time.
Following the issue of the New Ordinary Shares to African
Resources as a result of the Conversion, African Resources and
Blackwill Trade Limited now hold 1,081,903,593 and 88,448,936
ordinary shares in the Company respectively representing
approximately 69.2 per cent and 5.7 per cent respectively, and 74.9
per cent in aggregate, of the enlarged share capital of the
Company.
As a result of the size of its holding in the Company, the
Concert Party will have the ability to exert a significant degree
of control over the future conduct of the Company. Shareholders
should be aware that the members of the Concert Party already hold
shares carrying more than 50 per cent of the Company's voting
rights and for so long as they continue to be treated as acting in
concert may accordingly increase their aggregate shareholding
without incurring an obligation under Rule 9 of the City Code to
make a general offer to all Shareholders, although individual
members of the Concert Party will not be able to increase their
percentage holdings through or between a Rule 9 threshold without
the consent of the Panel.
Corporate Governance
On 23 October 2013, the Company announced the appointment of
Kanat Assaubayev as Hambledon's Chairman. His reputation and
network of contacts in Kazakhstan is viewed as a key driver in the
Company's future growth. Significantly, the Company also announced
the appointment of two independent non-executive directors, a
demonstration of the Board's commitment to its corporate governance
obligations. Further, the Company, together with its advisers, is
reviewing the existing relationship agreement entered into on 2
November 2012 between African Resources and the Company in order to
ensure the agreement continues to reinforce corporate governance
best practice procedures, particularly with regards to minority
shareholder protections.
Chief Operating Officer Appointment
The Company is also pleased to announce the appointment of Maxim
Strelnikov as Chief Operating Officer of Hambledon. Mr. Strelnikov
will be responsible for bringing the underground mine into
production and will be in charge of operations at the mine
thereafter. Mr. Strelnikov has significant experience in the
industry having most recently worked at Satpayevsk Titanium Mines
Limited as General Director of Mining and Processing and prior to
that, Director of Mining Department at Kazakhstan Design and
Engineering Center.
Total Voting Rights
The Company has no ordinary shares held in treasury and
therefore the aforementioned figure of 1,563,370,130 ordinary
shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Ashar Qureshi, Non-Executive Director of Hambledon Mining,
commented:
"The Conversion at 3 pence, which is a 31.9 per cent. premium to
the most recent closing price of Hambledon's shares, represents
African Resources' commitment to Hambledon and its belief in the
underlying value within the business. African Resources has made
clear to the Board that it will facilitate future liquidity in the
Company's shares."
Enquiries
Hambledon Mining Plc +44 (0) 207 932
Bogdan Poustovoi, CFA 2455
Strand Hanson (Nomad and Joint Broker)
Andrew Emmott
James Spinney +44 (0) 207 409
Ritchie Balmer 3494
+44 (0) 203 540
1720
Peat & Co. (Joint Broker) +44 (0) 203 540
John Beaumont, COO and Head of Research 1723
+44 (0) 207 138
Blythe Weigh Communications (Financial PR) 3204
Tim Blythe +44 (0) 7816 924626
Halimah Hussain +44 (0) 7725 978141
Camilla Horsfall +44 (0) 7817 841793
This information is provided by RNS
The company news service from the London Stock Exchange
END
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