TIDMFRI
RNS Number : 5302L
Frontier Resources International
28 April 2015
For immediate release
28 April 2015
Frontier Resources International Plc
("Frontier" or the "Company")
Conditional subscription for 170,000,000 New Ordinary Shares at
1p per New Ordinary Share
Grant of 53,250,000 New Warrants
Approval of a Waiver of an obligation under Rule 9 of the City
Code on Takeovers and Mergers
Notice of General Meeting
Posting of circular to Shareholders
INTRODUCTION
On 17 March 2015 the Board announced that it had entered into a
conditional subscription agreement with AGR Energy pursuant to
which the Company has agreed to issue 170,000,000 New Ordinary
Shares to AGR Energy at the Subscription Price of 1p per New
Ordinary Share and to grant AGR Energy 53,250,000 New Warrants. The
gross proceeds on Completion of the Subscription amount to GBP1.7
million and will be used to provide funding for the further
development and evaluation of the Group's exploration projects and
for general working capital for the Company.
In addition, the Company also announced on 17 March 2015 that
AGR Energy had agreed to provide an interim secured short term loan
facility of US$200,000 to the Company to provide additional working
capital. If Completion occurs, the Company intends that the Loan
Agreement will be repaid from the proceeds of the Subscription.
Further details of the Subscription Agreement and Loan Agreement
together with the Notice of General Meeting to approve the Waiver
are contained in the circular being posted to Shareholders (the
"Document"). The definitions set out in the Document apply in this
announcement unless the context otherwise requires.
For the purposes of the City Code, AGR Energy, its sole
director, Askhat Tlekmetov, and its shareholders, Aidar Assaubayev,
Kanat Assaubayev, Marussya Assaubayeva and Sanzhar Assaubayev, form
the Concert Party. On Completion of the Proposals, which are
conditional, inter alia, on the approval of Independent
Shareholders on a poll at the General Meeting of the Waiver of any
obligations of the Concert Party to make a general offer to
shareholders pursuant to Rule 9 of the City Code, the Concert
Party's interest in the Enlarged Ordinary Share Capital will be
49.872 per cent. Assuming full exercise by AGR Energy of the New
Warrants, the Concert Party's interest in the Diluted Enlarged
Ordinary Share Capital will be 56.644 per cent.
Without a waiver of the obligations under Rule 9 of the City
Code, the subscription for the Subscription Shares (and potentially
the subsequent exercise of the New Warrants) would require the
Concert Party to make a general offer for the entire issued and to
be issued share capital of the Company not already held by the
Concert Party. The Panel has agreed to waive the obligation of the
Concert Party to make a general offer that would otherwise arise as
a result of its participation in the Subscription and on exercise
of the New Warrants, subject to the approval of Independent
Shareholders at the General Meeting, taken on a poll.
BACKGROUND TO AND REASONS FOR THE PROPOSALS
Frontier, which was founded in April 2008, is focused on onshore
oil and gas exploration in the Middle East and Southern Africa
where the Company currently has three exploration projects in Oman,
Namibia and Zambia. As reported to Shareholders at the time of the
Company's admission to AIM in July 2013, Frontier Group needs
additional financial resources to develop its assets.
Oman
Frontier's Block 38, located in the Dhofar Region of southwest
Oman, covers an area of approximately 17,425 square kilometres. A
six year Exploration and Production Sharing Agreement (the Oman
ESPA) was signed on 25 November 2012. Frontier Oman is the operator
and currently has a 100 per cent. interest in the Oman EPSA. The
Oman EPSA is a six-year agreement comprising two three-year phases.
The approval from the Oman Government for the second three-year
phase is subject to Frontier's completion of the first three-year
of an agreed upon work program. From the declaration of
commerciality, which under the Oman EPSA means the date on which
the Government of Oman approves a field development plan for the
commercial discovery of crude oil or natural gas and as appropriate
a gas sales agreement becomes effective, an Oman Government company
will be entitled to a 25% participating interest in the Oman EPSA.
The Oman EPSA includes an indicative total cost of US$20 million on
exploration activities in the first three-year phase.
Namibia
Frontier's Blocks 1717 and 1718, located in the Owambo Basin in
northern Namibia, cover an area of approximately 18,933 square
kilometres. The Namibia Licence is a two year exploration licence
that was granted on 20 January 2012 and extended in January 2014
for an additional two years to end January 2016. Frontier Namibia
is the operator with a 100% working interest. The National
Petroleum Corporation of Namibia, the Namibian National Oil
Company, has a 10% carried interest in the Licence. The Namibia
Licence had a work programme commitment of US$250,000 for the
period to January 2015.
Zambia
On 8 January 2015 the Company announced that it had filed for an
extension to the exploration license in Block 34 located in the
Kafue Trough in southwestern Zambia, which covers an area of
approximately 6,427 square kilometres. The extension application is
currently pending. Accordingly, the initial four year exploration
licence, which was granted on 25 March 2011, has expired. Frontier
is the operator with a 100% working interest while Metprosol, a
local Zambian company, has a 10% carried interest in the
licence.
While the Group has since Admission to AIM in 2013 progressed
its work programmes in Oman, Zambia and Namibia, the Company needs
to raise further funding for its ongoing work programme commitments
and future working capital requirements. The Group is not revenue
generating so it is therefore reliant on the continuing support
from shareholders. The Group raises its cash for its exploration
programmes in discrete tranches to finance its work programme
commitments.
Frontier has also been actively engaged in seeking industry
partners to participate in its projects in Oman and Namibia. As
part of this farm-out process, the Company established online
data-rooms and industry presentations by the Company's technical
staff have been ongoing. The Company raised GBP600,000 in June 2014
under a private placing of Ordinary Shares to provide additional
working capital for the Company to progress these farm-out
discussions (and enable some additional technical analysis in Oman
in the second half of 2014). As previously announced the placing
proceeds were not anticipated to provide sufficient working capital
to fund the Group's planned activities for the next 12 months, and
the Company anticipated funding its further exploration activity
and general working capital from the proceeds of a farm-out of one
or more of its interests during the second half of 2014. While
there has been has been a good response to date from potentially
interested parties, discussions are continuing and no farm-out has
yet been completed.
Whilst the Directors believe that they are taking all the
necessary steps to progress farm-out opportunities, there can be no
guarantee or certainty if or when a farm-out will be completed. The
proceeds of the Subscription will provide significant new funding
for the Company to:
(a) continue to progress its farm-out discussions with potential partners;
(b) enable further exploration activity on each of its projects during 2015;
(c) review new potential projects; and
(d) provide additional working capital for the Company.
The Concert Party supports the Directors' strategy and believes
that the investment in Frontier provides the Concert Party with an
interest in potentially attractive early exploration projects in
Southern Africa and in the more technically mature Oman project.
The Concert Party believes that the existing highly experienced
management team are well placed to grow the Group through the
acquisition of additional assets to further strengthen the Group's
current portfolio of projects.
The Board believes that the experience of AGR Energy's
shareholders, the Assaubayev family, in natural resources make AGR
Energy a well-placed partner to assist the Company's development
and growth ambitions with both operational and financial support.
Under the terms of the Subscription, it is proposed that Aidar
Assaubayev and Sanzhar Assaubayev will be appointed as new
Directors of the Company.
THE SUBSCRIPTION
On 17 March 2015 the Board announced that it had entered into a
conditional subscription agreement with AGR Energy (which currently
has no interest in the Company) to subscribe for 170,000,000 New
Ordinary Shares at the Subscription Price (of 1p per New Ordinary
Share) to raise GBP1.7 million (before expenses) to provide funding
for the further development and evaluation of the Group's
exploration projects in Oman, Namibia and, subject to renewal of
the licence, Zambia, and for general working capital for the
Company. In addition, the Company has conditionally granted AGR
Energy 53,250,000 New Warrants. Each New Warrant entitles AGR
Energy to subscribe for one new Ordinary Share at a subscription
price of 1p per new Ordinary Share at any time on or before the
fifth anniversary of Completion.
The Subscription Price of 1p represents a 28.5 per cent. premium
to the 30 day volume weighted average closing mid-market price of
an Ordinary Share of 0.778p as at 16 March 2015 (the last
practicable date prior to announcement of the Subscription). The
Subscription Shares will, when issued and fully paid, rank in all
other respects pari passu with the Ordinary Shares in issue
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Completion of the Subscription is conditional inter alia
upon:
(a) the passing of the Resolutions; and
(b) Admission.
Under the Subscription Agreement, AGR Energy may notify the
Company prior to Completion that it wishes to terminate the
Subscription Agreement with immediate effect in the event that:
(a) any of the warranties contained in the Subscription
Agreement was not, when given, materially true, accurate and not
materially misleading;
(b) the Company fails in any material respect to comply with its
obligations under the Subscription Agreement; or
(c) there is any material adverse event.
Further to the Subscription Agreement, the Company has
conditionally agreed that on Completion, John O'Donovan will resign
as a Director of the Company and Aidar Assaubayev and Sanzhar
Assaubayev will be appointed as new Directors of Frontier.
In addition, the Concert Party has agreed the basis for
settlement of outstanding amounts owed to certain Directors as
described below.
THE LOAN AGREEMENT
AGR Energy has agreed to provide an interim secured short term
loan facility of US$200,000 to the Company to provide additional
working capital for the Group prior to Completion. The Company drew
down the full amount of the Loan Agreement on 19 March 2015. The
Loan Agreement is repayable on the earlier of 17 September 2015 and
the date on which the Company raises at least US$200,000 by the
issue of new equity. Interest will accrue under the loan from
drawdown and is chargeable at the rate of 9 per cent. per annum.
The Loan Agreement is secured over the share capital of the Group's
wholly-owned subsidiary, Frontier Namibia, which holds a 90 per
cent. participating interest in the Namibia Licence. Under the Loan
Agreement, the Company has provided certain undertakings to AGR
Energy that, unless otherwise agreed by AGR Energy (and such
agreement must not be unreasonably withheld or delayed), from first
drawdown of the Loan Agreement until the Loan Agreement is repaid,
Frontier shall, and shall procure that each Group Company
shall:
(a) ensure that the business of the Group in conducted only in
the ordinary and usual course and that no payment relating to such
business is made or agreed to be made other than routine payments
in the ordinary and usual course of business;
(b) ensure that all reasonable steps are taken to preserve and
protect the business assets of the Group and to preserve and retain
the goodwill of the business of the Group;
(c) subject to AGR Energy agreeing to confidentiality
obligations reasonably requested by Frontier, allow AGR Energy,
upon reasonable notice, access to the books and records and to the
premises and management of the Group;
(d) not dispose of any material assets used or required for the operation of its business;
(e) not allot or issue or agree to allot or issue any share or
loan capital of any Group company, or create or grant any option
over, or right to subscribe for or purchase, any interest in
securities in any Group company, or repurchase, redeem, or agree to
repurchase or redeem, any of its shares or securities convertible
into shares;
(f) not enter into, modify or agree to terminate any contract
material to its business, including any variation of any of its
licences;
(g) not make any additional borrowings or enter into any further
indebtedness in the nature of borrowings;
(h) not pay any dividend or make any other distribution of its assets;
(i) not make, or agree to make, material alterations to the
terms and conditions of employment (including benefits) of any of
its Directors, officers or employees;
(j) not provide or agree to provide any non-contractual benefit
to any director, officer, employee or their dependants;
(k) not create any encumbrance over any of its assets or its undertaking; and
(l) not institute, settle or agree to settle any legal
proceedings relating to its business, except debt collection in the
normal course of business.
RULE 9 OF THE TAKEOVER CODE
The issuance of the Subscription Shares and the grant of the New
Warrants to the Concert Party gives rise to certain considerations
under the Takeover Code. Brief details of the aspects of the
Takeover Code and the protections it affords Shareholders are
described below.
The Takeover Code is issued and administered by the Panel. The
Takeover Code governs, inter alia, transactions which may result in
a change of control of a company to which the Takeover Code
applies. Frontier is a company to which the Takeover Code applies
and its Shareholders are entitled to the protections afforded by
its provisions.
Under Rule 9 of the Takeover 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 he is already interested and 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
Takeover Code, that person is normally required by the Panel to
make a general offer to all the remaining shareholders of that
company to acquire their shares. Similarly, when any person
individually or a group of persons acting in concert, already holds
interests in securities which in aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold
shares carrying more than 50 per cent. of such voting rights, that
person may not normally acquire further securities without making a
general offer to the shareholders of that company to acquire their
shares. An offer under Rule 9 must be made in cash and at the
highest price paid by the person required to make the offer, or any
person acting in concert with him, for any interest in shares of
the company during the 12 months prior to the announcement of the
offer.
For the purposes of the Takeover Code, AGR Energy, its sole
director Askhat Tlekmetov, and its shareholders Aidar Assaubayev,
Kanat Assaubayev, Marussya Assaubayeva and Sanzhar Assaubayev, full
details of whom are set out in Part II of the Document, form the
Concert Party. Other than under the Subscription, the Concert Party
does not currently have any interests, rights to subscribe or short
positions in the share capital of the Company. As set out in Table
1 below, on Completion of the Proposals, the Concert Party's
interest in the Enlarged Ordinary Share Capital will be 49.872 per
cent. and, should the Concert Party at such time exercise in full
the New Warrants, its interest in the Diluted Enlarged Ordinary
Share Capital would be 56.644 per cent.:
Table 1: Interests of the Concert Party on Completion of the
Subscription
Concert Party Member Interest in Interest in
the Enlarged the Diluted
Ordinary Share Enlarged Ordinary
Capital on Share Capital
Completion on Completion
(Note 3)
------------------------ ---------------- -------------------
AGR Energy (Note 1) 49.872% 56.644%
Askhat Tlekmetov (Note - -
2)
Aidar Assaubayev (Note - -
1)
Kanat Assaubayev (Note - -
1)
Marussya Assaubayeva - -
(Note 1)
Sanzhar Assaubayev - -
(Note 1)
Total 49.872% 56.644%
------------------------ ---------------- -------------------
Note AGR Energy is owned in equal shares by
1 each of Aidar Assaubayev, Kanat Assaubayev,
Marussya Assaubayeva and Sanzhar Assaubayev.
Note Askhat Tlekmetov is the sole director
2 of AGR Energy.
Note The Diluted Enlarged Ordinary Share Capital
3 comprises the Enlarged Ordinary Share
Capital and the 53,250,000 new Ordinary
Shares to be issued on full exercise
by the Concert Party of its holding of
New Warrants on Completion.
Details of the Concert Party's interest in the Company are set
out in Part A of Part II of the Document.
The Panel has agreed to waive the obligation of the Concert
Party to make a general offer that would otherwise arise as a
result of its participation in the Subscription and on exercise of
the New Warrants, subject to the approval of Independent
Shareholders at the General Meeting, taken on a poll. Accordingly,
Resolution 1 is being proposed at the General Meeting to approve
the Waiver and will be taken on a poll. No member of the Concert
Party will be entitled to vote on that Resolution and accordingly
no member of the Concert Party will do so.
Immediately on Completion of the Subscription the Concert Party
will hold less than 50 per cent. of the Company's voting share
capital but more than 30 per cent., and save for the exercise of
the New Warrants, any further increases in the Concert Party's
interests in Ordinary Shares following Completion will be subject
to the provisions of Rule 9.
On Completion of the Subscription and assuming exercise of the
New Warrants (which can be exercised immediately following
Completion), the Concert Party would hold more than 50 per cent. of
the Company's voting share capital and may be able to increase its
aggregate interest in the voting rights of the Company without
incurring any obligation under Rule 9 to make a general offer to
the Company's other Shareholders. Under the Takeover Code, whilst
each member of the Concert Party continues to be treated as acting
in concert, each member would be able to increase further his
respective percentage interest in the voting rights of the Company
without incurring an obligation under Rule 9 to make a general
offer to Shareholders to acquire the entire issued share capital of
the Company. However, individual members of the Concert Party would
not be able to increase their percentage shareholding through or
between a Rule 9 threshold without the consent of the Panel. In the
event that the Waiver is approved at the General Meeting, the
Concert Party will not be restricted from making an offer for the
Company.
INTENTIONS OF THE CONCERT PARTY
The Concert Party is not intending to seek any changes to the
Board on Completion other than the proposed resignation of John
O'Donovan as a Director of the Company and the proposed
appointments of Aidar Assaubayev and Sanzhar Assaubayev as new
Directors of Frontier. Following Completion, the Concert Party may
propose further Board appointments in due course. The Concert Party
has confirmed that it is its intention that, following Completion,
the business of the Company will be continued in the same manner as
it is at present, with no changes. With this in mind, the Concert
Party is intending there will be no repercussions on the continued
employment of the employees and management of the Company and of
its subsidiaries or any material change in the conditions of
employment of any such employees or management or on employment or
the location of the Company's places of business and no
redeployment of the Company's fixed assets. The Concert Party is
also not intending to prejudice the existing employment rights,
including pension rights, of any of the employees or management of
the Group nor to take any steps to amend the Company's share
trading facilities in force at the date of this announcement.
The Company, Beaumont Cornish and AGR Energy have also entered
into the Relationship Agreement dated 27 April 2015 which governs
the relationship between the Company and the Concert Party and the
acquisition and disposal and dealings in Ordinary Shares following
Admission by the Concert Party. The Relationship Agreement, which
is conditional on Admission, provides that, for so long as the
Ordinary Shares are admitted to trading on AIM and the Concert
Party is interested in 30 per cent. or more of the voting rights of
the Company, AGR Energy will, and shall procure that each member of
the Concert Party will, exercise its voting rights (or where
relevant refrain from exercising them) to procure (to the extent
that they are able to do so by the exercise or non-exercise of such
rights to procure) that:
(a) the Board will at all times include at least two Directors
that are independent from the Concert Party;
(b) the Group and its business shall be managed for the benefit
of the Shareholders as a whole;
(c) all transactions, agreements and arrangements between any
member of the Group and any member of the Concert Party will be on
an arm's length basis, on normal commercial terms and in respect of
certain reserved matters, including the entry into or variation of
any transaction, agreement or arrangements between any member of
the Group and the Concert Party, only the independent Directors
shall be permitted to vote on any resolution of the Board or a
Board Committee (unless a majority of the independent Directors
otherwise consent) and the quorum for any such meeting shall be a
majority of the independent Directors (unless a majority of the
Independent Directors otherwise consent);
(d) if an independent Director ceases to be an independent
Director or a Director one or more new independent Directors will
be appointed the Board as soon as is reasonably practicable (taking
into account normal appointment and approval procedures for an AIM
company); and
(e) the audit committee of the Board will comprise a majority of
independent directors and chaired by an independent Director.
In addition, AGR Energy has undertaken to Beaumont Cornish and
the Company that, save as provided below, it will retain its entire
interest in the Company and will not dispose or agree to dispose of
any interest in the Company during the period of 12 months from
Admission, except with the prior written consent of the Company's
Nominated Adviser (whose consent will not be unreasonably withheld
or delayed, provided such a disposal is in accordance with orderly
market principles): These restrictions shall not apply, inter alia,
to the following:
(a) the acceptance or giving by AGR Energy of an irrevocable
undertaking to accept a general offer which has become or has been
declared unconditional in all respects for the entire issued share
capital of the Company, other than any Ordinary Shares held by the
offeror or persons acting in concert with the offeror for the
purpose of the City Code in relation to such offer;
(b) a disposal pursuant to a compromise or arrangement between
the Company and its creditors or any class of them or between the
Company and its members or any class of them which is agreed by the
creditors or members and sanctioned by the court under Part 26 of
the Companies Act 2006; or
(c) any scheme of reconstruction effected pursuant to section
110 of the Insolvency Act 1986 in relation to the Company.
Further details of the Relationship Agreement are set out in
paragraph 6.1.6 of Part IV of the Document.
SETTLEMENT SHARES AND NEW OPTIONS
As announced in September 2014, the Directors, in their
continuing support of the Group's business needs, agreed to
continue the deferral of a proportion of their remuneration until
at least 1 January 2015, an extension of three months from 1
October 2014 agreed at the time of admission to AIM.
As at 28 February 2015, a total of GBP395,557 was due by the
Company to Mr Keyes (comprising GBP257,540 deferred salary payments
due under his service agreement and GBP138,017 due under the
Director's current account) and GBP40,000 was due by the Company to
Mrs Spurrier in respect of accrued but unpaid remuneration. In
aggregate the amount owed by the Company to Mr Keyes and Mrs
Spurrier amounts to GBP435,557 (the "Director Debt").
Conditional on Completion, the Company has agreed to settle in
aggregate GBP54,445.63 of the Director Debt in cash (of which
GBP49,444.63 will be paid to Mr Keyes and GBP5,000 to Mrs Spurrier)
and a further GBP54,444.63 by the issue of 5,444,463 New Ordinary
Shares (at an issue price of 1p per New Ordinary Share),
representing 3.29 per cent. of the Ordinary Share Capital, of which
4,944,463 New Ordinary Shares will be issued on Completion to Mr
Keyes and 500,000 New Ordinary Shares to Mrs Spurrier (the
"Settlement Shares"). Following the issue of the Settlement Shares,
Mr Keyes will be interested in 37,638,134 Ordinary Shares
representing 11.04 per cent. of the Enlarged Ordinary Share Capital
and Mrs Spurrier will beinterested in 548,833 Ordinary Shares
representing 0.16 per cent. of the Enlarged Ordinary Share Capital.
In respect of the balance of the Director Debt of GBP326,667.25, an
amount of GBP108,889.25 will be written-off and the remaining
balance of GBP217,778.50 will be settled in cash in the event that
the Company completes a farm-out of its interests in one or more of
its Projects which involves the reimbursement to the Company of at
least GBP435,556 of historic exploration expenditure. Further
details are set out in paragraph 6.1.7 of Part IV of the
Document.
Following Completion, the Board intends in due course to grant
the New Options to certain existing Directors as at the date of
this announcement and a senior employee on a basis to be
determined. The New Options, if and when granted, will: be
exercisable at the Subscription Price; vest in equal one third
amounts on the first, second and third anniversaries of grant; and
may be exercised at any time if vested on or before the fifth
anniversary of grant. The maximum number of New Options to be
granted is 8,000,000 representing approximately 2.35 per cent. of
the Enlarged Ordinary Share Capital.
Beaumont Cornish considers the terms of the proposed New Options
described above to be fair and reasonable in so far as the
Independent Shareholders are concerned.
ADMISSION TO AIM
The New Ordinary Shares will rank pari passu with the Ordinary
Shares. Application will be made for the New Ordinary Shares to be
admitted to trading on AIM and it is expected that Admission will
become effective and dealings will commence on 19 May 2015.
PROPOSED BOARD CHANGES
Immediately following Completion, John O'Donovan will resign as
a Director of the Company and it is proposed that Aidar Assaubayev
and Sanzhar Assaubayev will be appointed as new Directors of
Frontier.
Aidar Kanatovich Assaubayev, aged 36, serves as the Chief
Executive Officer at GoldBridges Global plc, a London Main Market
listed mining company with gold exploration and production assets
in Kazakhstan. Previously he served as Executive Vice Chairman of
KazakhGold Group Limited. He is also a Non-Executive Director at
Kemin Resources plc. Mr. Assaubayev graduated with honours from the
Kazakh National Technical University, where he specialised in
engineering and economics. In 2006, he received a candidate doctor
of science degree from the Institute of Systemic Analysis in Moscow
in 2006.
Sanzhar Kanatovich Assaubayev, aged 28, serves as the Chief
Executive Officer of Kemin Resources Plc. Formerly he was the
director of international affairs of JSC MMC Kazakhaltyn and an
Executive Director of KazakhGold Group Limited, the gold mining
corporation. He is also a member of the board of directors of Altyn
Group PLC. He was educated at the Leysin American School in
Switzerland, where he specialised in management, and the American
University in the United Kingdom and holds a bachelor's degree in
business administration. Mr. S. Assaubayev is fluent in Russian and
English, as well as Kazakh.
Further details of the current and past directorships and / or
partnerships of Aidar Assaubayev and Sanzhar Assaubayev are set out
below:
Proposed Director Current Past (last 5 years)
------------------- ------------------------ ----------------------
Aidar Assaubayev A Global Mining A Global LLP
Corporation AskamInvestCo Ltd
Alfies Network LLP
Ltd Bank Credit Altyn
AltynGroup Kazakhstan JSC
LLP Amrita Investments JSC MMC Kazakhaltyn
Limited KazakhGold Group Ltd
GoldBridges Global (and its successor
Resources plc enterprise Polyus
Kemin Resources Gold International
plc Limited)
Sarsgrove Investments Nectar Capital Ltd
Limited
Sanzhar Assaubayev AltynGroup Kazakhstan A Global LLP
LLP A Global Acquisition
Kemin Resources Limited
plc Bank Credit Altyn
Amrita Investments JSC
Limited BASE.MK LLP
JSC MMC Kazakhaltyn
KazakhGold Group Ltd
(and its successor
enterprise Polyus
Gold International
Limited)
Nectar Capital Ltd
------------------- ------------------------ ----------------------
Save as set out above, there is no further information to be
disclosed in relation to Aidar Assaubayev and Sanzhar Assaubayev
pursuant to paragraph (g) of Schedule Two of the AIM Rules for
Companies.
GENERAL MEETING AND UNDERTAKINGS
The Document contains the Notice of General Meeting. The General
Meeting is to be held at the offices of Marriott Harrison at 11
Staple Inn, London, WC1V 7QH at 11.00 a.m. on 18 May 2015. At the
General Meeting the following Resolutions will be proposed:
(a) Resolution 1 will be proposed as an ordinary resolution and
will be taken on a poll of Independent Shareholders voting in
person or by proxy to approve the Waiver;
(b) Resolution 2 will be proposed as an ordinary resolution to
authorise the Directors to allot shares in the Company, grant
rights to subscribe for or convert any security into shares up to
an aggregate nominal amount of GBP3,000,000. Resolution 2 is
conditional on the passing of Resolution 1; and
(c) Resolution 3 will be proposed as a special resolution,
conditional on Resolution 2 being approved, to authorise that the
Directors to allot equity securities as if sections 570(1) and 573
of the Act did not apply to any such allotment.
In accordance with the City Code, Resolution 1 will be taken on
a poll of Independent Shareholders present and by proxy voting at
the Meeting. Shareholders should note that members of the Concert
Party will not be permitted to vote on Resolution 1.
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from Directors holding (directly or
indirectly) in aggregate 47,835,604 Ordinary Shares representing
approximately 28.91 per cent. of the Ordinary Share Capital
RECOMMENDATION
The Directors, having been so advised by Beaumont Cornish as to
the financial terms of the Proposals, consider that the Proposals,
including the Waiver, are fair and reasonable and in the best
interests of the Independent Shareholders and the Company as a
whole. In giving its advice, Beaumont Cornish has taken account of
the commercial assessments of the Directors. Accordingly, the
Directors unanimously recommend Independent Shareholders to vote in
favour of the Resolutions to be proposed at the General Meeting as
the Directors have irrevocably undertaken to do in respect of their
own beneficial holdings which amount, in aggregate, to 47,835,604
Ordinary Shares, representing approximately 28.91 per cent. of the
Ordinary Share Capital.
Should the Proposals not be approved by the Independent
Shareholders at the General Meeting then the Company would urgently
need to consider alternative options for providing funding for the
Company. There could be no assurance that alternative funding could
be raised in a timely manner or on acceptable terms and in such
circumstances, the Company may be unable to continue trading by
virtue of its financial position.
The Directors therefore unanimously urge and recommend to
Shareholders to vote in favour of the Resolutions set out in the
notice of General Meeting as they have irrevocably agreed to do in
respect of their own beneficial holdings of Ordinary Shares
referred to above.
Enquiries:
Frontier Resources
International Plc Tel: +1 (281) 920
Jack Keyes, Chief Executive 0061
Officer Tel: +44 (0) 020
Neil Herbert, Chairman 3475 8108
Beaumont Cornish Limited Tel: +44 (0)20 7628
(Nomad) 3396
Michael Cornish
Roland Cornish
Beaufort Securities Tel: +44 (0)20 7382
Limited (Broker) 8300
Saif Janjua
Yellow Jersey PR (Financial Tel: +44 (0)7747
PR) 788 221
Anna Legge
Dominic Barretto
A copy of this announcement is available from the Company's
website www.friplc.com
Important Information
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
Any person receiving this announcement is advised to exercise
caution in relation to the contents. If in any doubt about any of
the contents of this announcement, independent professional advise
should be obtained.
Beaumont Cornish, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
the Company and no one else in connection with the Proposals and
will not be responsible to any person other than the Company for
providing the regulatory and legal protections afforded to clients
of Beaumont Cornish nor for providing advice in relation to the
contents of this announcement or any matter, transaction or
arrangement referred to in it. Beaumont Cornish has not authorised
the contents of, or any part of, this announcement and no liability
whatsoever is accepted by Beaumont Cornish for the accuracy of any
information or opinion contained in this announcement or for the
omission of any information.
Responsibility Statement
The Directors of the Company accept responsibility for the
information contained in this announcement including individual and
collective responsibility for compliance with the AIM Rules for
Companies, save for the information concerning the Concert Party
(for which each member of the Concert Party and the director of AGR
Energy are responsible). To the best of the knowledge and belief of
the Directors (who have taken reasonable care to ensure that such
is the case) the information contained in this announcement for
which they are responsible is in accordance with the facts and
there are no other facts the omission of which is likely to affect
the import of such information.
Each member of the Concert Party accepts responsibility for the
information contained in this announcement relating to the Concert
Party or otherwise expressly referable to the Concert Party. To the
best of the knowledge and belief of each member of the Concert
Party (who have taken all reasonable care to ensure such is the
case) the information contained in this announcement for which they
are responsible is in accordance with the facts and there are no
other facts the omission of which is likely to affect the import of
such information.
Qualified Persons' Statement
The scientific and technical information contained within this
announcement has been reviewed and approved by Mr Keyes, a Director
of the Company. Mr Keyes has over 30 years' experience in the
international oil industry specialising in exploration operations,
project management and corporate management. Mr Keyes completed his
formal education at the University of Tulsa, Oklahoma with a
Master's Degree in Exploration Geophysics, and is a member, inter
alia, of the American Association of Petroleum Geologists (AAPG),
Society of Petroleum Engineers (SPE), Society of Exploration
Geophysicists (SEG), Petroleum Exploration Society of Great Britain
(PESGB), AIPN (Association of International Petroleum Negotiators),
EI ("Energy Institute") and is the Qualified Person for the
purposes of the AIM Guidance Note on Mining and Oil & Gas
Companies dated June 2009.
Overseas Shareholders
The Ordinary Shares will not be registered under the United
States Securities Act of 1933, as amended, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States or under the
applicable securities laws of the Republic of South Africa,
Australia, or Japan. Accordingly, subject to certain exceptions,
the Ordinary Shares may not be offered or sold, directly or
indirectly, in or into the United States, the Republic of South
Africa, Australia, or Japan or to or for the account or bene t of
any national, resident or citizen of the Republic of South Africa,
Australia, or Japan or any person located in the United States.
This announcement does not constitute an offer to issue or sell, or
the solicitation of an offer to subscribe for or buy, any of the
Ordinary Shares to any person in any jurisdiction to whom it is
unlawful to make such an offer or solicitation in such
jurisdiction. The distribution of this announcement in certain
jurisdictions may be restricted by law. In particular, this
announcement should not be distributed, published, reproduced or
otherwise made available in whole or in part, or disclosed by
recipients to any other person, and in particular, should not be
distributed, subject to certain exceptions, to persons with
addresses in the United States of America, the Republic of South
Africa, Australia, or Japan. No action has been taken by the
Company or by Beaumont Cornish that would permit a public offer of
any of the Ordinary Shares or possession or distribution of this
announcement where action for that purpose is required. Persons
into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
Forward Looking Statements
Certain statements in this Document are, or may be deemed to be,
forward looking statements. Forward looking statements are identi
ed by their use of terms and phrases such as "believe", "could",
"should", "envisage", "estimate", "intend", "may", "plan", "will"
or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. A number of
factors could cause actual results to differ materially from the
results discussed in the forward looking statements including risks
associated with vulnerability to general economic and business
conditions, competition, environmental and other regulatory
changes, actions by governmental authorities, the availability of
capital markets, reliance on key personnel, uninsured and
underinsured losses and other factors, many of which are beyond the
control of the Company. Although any forward looking statements
contained in this Document are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
APPENDIX
SUBSCRIPTION STATISTICS
Number of Ordinary Shares in issue
at the date of this Document 165,430,505
Subscription Price 1p
Number of New Ordinary Shares to
be issued pursuant to the Subscription 170,000,000
Gross proceeds of the Subscription GBP1.7 million
Number of New Ordinary Shares to
be issued to Directors 5,444,463
Enlarged Ordinary Share Capital
following Completion 340,874,968
Number of New Ordinary Shares to 49.872 per
be issued pursuant to the Subscription cent.
as a percentage of the Enlarged
Ordinary Share Capital
New Warrants to be issued to the
Concert Party 53,250,000
Number of New Ordinary Shares to 56.644 per
be issued pursuant to the Subscription cent.
and full exercise by the Concert
Party of the New Warrants as a percentage
of the Diluted Enlarged Ordinary
Share Capital
Market capitalisation of the Company GBP3.41 million
at the Subscription Price following
Completion
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Publication of the Document 27 April 2015
Latest time and date for receipt 11.00 a.m.
of Proxy Forms in respect of the on 14 May 2015
General Meeting
Time and date of General Meeting 11.00 a.m.
on 18 May 2015
Admission effective and commencement 8.00 a.m. on
of dealings in the New Ordinary 19 May 2015
Shares on AIM
(1) All times shown in this announcement are to the time in the
UK unless otherwise stated. The dates and times given are
indicative only and are based on the Company's current expectations
and may be subject to change. If any of the times and/or dates
above change the revised times and/or dates will be notified to
Shareholders by announcement through the Regulatory News Service of
the London Stock Exchange.
(2) If the General Meeting is adjourned, the latest time and
date for receipt of Forms of Proxy for the adjourned meeting will
be notified to Shareholders by announcement through the Regulatory
News Service of the London Stock Exchange.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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