TIDMFML
RNS Number : 1731F
Frontier Mining Ltd
17 February 2015
FRONTIER MINING LTD
("Frontier" or "the Company")
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
AND NOTICE OF GENERAL MEETING
Frontier Mining Limited (AIM:FML), the AIM listed copper
production, exploration and development company focused on
Kazakhstan, announces its intention to seek Shareholders' approval
for the cancellation of admission of its ordinary shares of US$0.01
each ("Ordinary Shares") to trading on AIM ("Delisting"). An
explanatory circular will shortly be posted to Shareholders setting
out the background to and reasons for the Delisting, the reasons
why the Directors believe that this is in the best interests of the
Company and its Shareholders as a whole and their recommendation to
Shareholders to vote in favour of the resolution on the
Cancellation ("Resolution").
A general meeting ("General Meeting") of the Company will be
held on 11 March 2015 at which the Resolution will be proposed to
Shareholders for approval. A notice convening the General Meeting
will be set out in the circular to Shareholders which will shortly
be available on the Company's website at www.frontiermining.kz.
-ENDS-
Frontier Mining Ltd
Yerlan Minavar Tel: +44 20 7898 9019
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson Tel: +44 20 7148 7900
Broker
RFC Ambrian
John Harrison Tel: +44 20 3440 6800
Stefan Murphy
Walbrook PR and IR
Paul Cornelius Tel: +44 20 7933 8780
Guy McDougall
1. Current Trading
The Company issued its unaudited Q3 financial statements for the
nine month period ended 30 September 2014 on 7 November 2014. Those
results can be found on the Company's website at
www.frontiermining.kz and show that the Company incurred a loss
before taxation of $21.6 million during this period, and had total
debt of $92.2 million.
As announced on 23 January 2015, the Company was only able to
sell a total of 1,276 tonnes of copper cathode in the 12 month
period to 31 December 2014. Lower levels of production in the
latter part of last year, exacerbated by falling world copper
prices, have meant that copper sales have been insufficient to
cover production costs. To conserve capital, and facing the
difficult winter season, the Company has shut down production for
the time being.
The Company continues to be cash constrained and is in
discussions with various parties to enter into a partnership or
some other agreement which, if successful, would provide the funds
needed to increase copper production and provide working capital.
This effort has been made more difficult because sanctions on
Russian banking activity have diminished available capital sources
and constrained the ability of Union Transnationale Miniere S.A.,
the purchaser of Naimanjal as announced on 10 March 2014, to
complete the payment of the full cash consideration for the
acquisition. Although there is no guarantee that the Company will
be able to secure the funding it needs, the Directors believe that
the Company will be in a better position as a private company to
accomplish the necessary financial restructuring required for the
Company to continue trading. At the same time, the Company
continues to liaise with its creditors in order to manage its
working capital requirements.
2. The Delisting
The principal reasons for the Admission of the Ordinary Shares
to trading on AIM in 2004 were as follows:
-- To enhance the Group's corporate status and profile with its
customers (both existing and prospective) and its other
stakeholders, including suppliers and potential partners by being a
company traded on AIM;
-- To provide it with finance to support the Company's growth
strategy and to provide it with access to capital, if required, to
support further growth in the future;
-- To attribute a value to its Ordinary Shares so as to provide
a mechanism of making available Ordinary Shares as a means of
retaining and incentivising employees should this be deemed
desirable in the future;
-- broaden the Group's shareholder base; and
-- achieve international profile and recognition.
The Board has recently undertaken a review of both the
advantages (such as ability to raise new funds on AIM, the
Company's enhanced profile as an AIM Company and ability to make
acquisitions) and disadvantages (such as cost and management time)
of maintaining the Admission. As the Company has largely been
unable raise significant levels of new capital from the London
market since the Admission, the Directors have concluded that the
costs and regulatory requirements associated with maintaining a
listing on AIM outweigh the benefits to the Company.
Pursuant to AIM Rule 41, the Delisting can only be effected by
the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy). Under the AIM Rules, the Delisting can only take place
after the expiry of a period of twenty Business Days from the date
on which notice of the Delisting is given. In addition, a period of
at least five Business Days following the Shareholder approval of
the Delisting is required before the Delisting may be put into
effect.
The Company has notified the London Stock Exchange of the
proposed Delisting. In the event that Shareholders approve the
Resolution approving the Delisting, it is anticipated that the
trading in the Ordinary Shares on AIM will cease at close of
business on 19 March 2015, with the Delisting taking effect at 7 am
on 20 March 2015.
3. Effect of Delisting
The principal effect of the Delisting is that cancellation of
trading in Ordinary Shares on AIM will substantially reduce the
liquidity and marketability of Ordinary Shares. In addition, there
would be no public stock market in the UK on which Shareholders can
trade their Ordinary Shares, and the Company would no longer be
required to comply with the AIM Rules. The Company's CREST facility
will be cancelled and, although the Ordinary Shares will remain
transferable, they will cease to be transferable through CREST.
However, the Company has retained the services of its Registrars,
Computershare Investor Services (Jersey) Limited, to facilitate any
private transfer of shares. All former Depositary Interest holders
shall be issued with share certificates and should they wish to
execute a trade they should confirm details with the Registrars by
sending details of the trade and their share certificate to
Computershare Investor Services (Jersey) Ltd, Queensway House,
Hilgrove Street, St Helier, Jersey JE1 1E.
The Company also intends to cancel the listing of its Ordinary
Shares on the Kazakhstan Stock Exchange. Therefore, following the
Delisting, there will be no formal trading facility for dealings to
take place in Ordinary Shares and no price for them will be
publicly quoted. It is not the Board's intention to implement any
form of dealing facility to enable trades in the Ordinary Shares to
occur.
4. General Meeting
A General Meeting of the Company is to be held at the offices of
Frontier Mining Ltd at Nurly Tau Business Centre, Block 4V, Office
1906, 15 Al Farabi Ave, Almaty, Kazakhstan at 9.00am (3.00pm
Kazakhstan time) on 11 March 2015 at which the Resolution will be
put to Shareholders.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt at 9.00am (3.00pm Kazakhstan
of Forms of Instruction time )
on 6 March 2015
Latest time and date for receipt at 9.00am (3.00pm Kazakhstan
of Forms of Proxy time )
on 9 March 2015
General Meeting at 9.00am (3.00pm Kazakhstan
time )
on 11 March 2015
Last day of dealings in Ordinary 19 March 2015
Shares on AIM
Delisting takes effect 7.00am (1.00pm Kazakhstan time
)
on 20 March 2015
All of the times referred to in this document refer to London
time unless otherwise indicated.
Dates set against events that are expected to occur after the
expected date of the General Meeting assume that the General
Meeting is not adjourned and that the Resolution is passed at the
General Meeting.
All of these times and dates are subject to change at the
Company's discretion. In the event of any change, the revised times
and dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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