Schedule 1 - Natasa Mining Ltd
April 28 2010 - 6:36AM
UK Regulatory
TIDMNSN
RNS Number : 9452K
AIM
28 April 2010
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| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION |
| IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM |
| RULES") |
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| |
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| COMPANY NAME: |
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| Natasa Mining Ltd (the "Company") |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| C/o- Clifton House, |
| 75 Fort Street, |
| George Town, |
| Grand Cayman, Cayman Islands, KY1-1108 |
| |
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| COUNTRY OF INCORPORATION: |
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| Cayman Islands |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| www.natasamining.com |
| |
| This is currently the website of Natasa Mining Limited |
| (Australia) which is an Australian company whose shares are |
| traded on AIM. Following the capital reorganisation referred to |
| below, this will become Natasa Mining Ltd (Cayman Islands). |
| |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN |
| THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING |
| POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE |
| TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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| The Company will be an investment company in the mining finance |
| industry with a focus on pre-production and/or producing assets |
| in emerging resource opportunities. Its principal focus is on |
| opportunities located in Asia, Africa, North and South America |
| and Australia. Its policy and investment process is to be an |
| active investor and: |
| |
| · locate prospective resource investment opportunities; |
| · negotiate terms with current title holders, including the |
| taking of an appropriate equity position; |
| · develop the resource opportunities in which it has |
| invested to the point at which they are suitable for floating |
| into separate listed or unlisted entities (for example, through |
| funding feasibility studies); |
| · manage the subsequent development of the resource to |
| achieve positive cash flow returns (either alone or in |
| partnership through outsourcing to other entities); |
| · there will be no restrictions on how long investments are |
| likely to be held or how much of the company's assets will be |
| invested in any single investment; and |
| · depending on investment performance, returns to |
| shareholders may include dividend payments and capital |
| appreciation. |
| |
| The Company is party to a capital reorganisation pursuant to |
| which shareholders will be asked to approve a share for share |
| exchange with Natasa Mining Limited (Australia). Following |
| implementation of the capital reorganisation, which is |
| conditional upon shareholder approval, Natasa Mining Limited |
| (Australia) will convert to a proprietary company and will |
| become a wholly owned subsidiary of Natasa Mining Ltd (Cayman |
| Islands) and its shareholders will be allotted shares in Natasa |
| Mining Ltd (Cayman Islands). Natasa Mining Limited (Australia) |
| will cancel its admission to trading on AIM and the ASX and |
| Natasa Mining Ltd (Cayman Islands) will apply for admission of |
| its ordinary shares to trading on AIM. In effect, the proposed |
| transaction is a redomicile of the Natasa Mining group of |
| companies to the Cayman Islands. |
| |
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS |
| AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and |
| type of shares, nominal value and issue price to which it seeks |
| admission and the number and type to be held as treasury |
| shares): |
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| Ordinary shares of no par value ("Ordinary Shares"). |
| |
| Number of Ordinary Shares: 29,241,951. |
| |
| No shares currently held in treasury. |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND |
| ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| Capital to be raised on Admission: nil |
| Anticipated market capitalisation on Admission: GBP27.8m |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 49.9% |
| (source: http://www.natasamining.com/investorrelations.html) |
| |
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE |
| AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES |
| (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
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| N/A |
| |
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| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS |
| (underlining the first name by which each is known or including |
| any other name by which each is known): |
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| Mr Chrisilios (Chris) Kyriakou, Executive Chairman |
| Mr Charles de Chezelles, Non-executive Director |
| Mr Jonathan R. Reynolds, Finance Director |
| |
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| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS |
| A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER |
| ADMISSION (underlining the first name by which each is known or |
| including any other name by which each is known): |
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| Name No of Holding |
| shares (%) |
| Capma Pty Ltd* 9,868,421 33.75% |
| Good Hope Finance and Investment 4,673,637 15.98% |
| Pty Ltd* |
| Mr Chrisilios Kyriakou 45,000 0.15% |
| |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE |
| 2, PARAGRAPH (H) OF THE AIM RULES: |
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| N/A |
| |
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| (i) ANTICIPATED ACCOUNTING REFERENCE DATE |
| (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE |
| ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by |
| unaudited interim financial information) |
| (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE |
| REPORTS PURSUANT TO AIM RULES 18 AND 19: |
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| (i) 31 December |
| (ii) N/A |
| (iii) 30 September 2010; 30 June 2011; and 30 September |
| 2011 |
| |
| |
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| EXPECTED ADMISSION DATE: |
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| 7 June 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Strand Hanson Limited |
| 26 Mount Row |
| London W1K 3SQ |
| United Kingdom |
| |
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| NAME AND ADDRESS OF BROKER: |
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| WH Ireland Limited |
| 24 Martin Lane |
| London EC4Y 0DR |
| United Kingdom |
| |
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE |
| (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE |
| AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL |
| DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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| N/A |
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| DATE OF NOTIFICATION: |
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| 28 April 2010 |
| |
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| NEW/ UPDATE: |
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| New |
| |
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| QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
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| As outlined above, Natasa Mining Limited (Cayman Islands) is |
| party to a capital reorganisation with Natasa Mining Limited |
| (Australia), the latter being a company whose shares are |
| currently admitted to trading on AIM and the ASX. Natasa Mining |
| Limited (Cayman Islands)'s application for admission to trading |
| on AIM will be treated as a "Fast Track" application. Therefore |
| some of the information in this announcement relates to Natasa |
| Mining Limited (Australia) |
| |
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| THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S |
| SECURITIES HAVE BEEN TRADED: |
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| AIM (Natasa Mining Limited (Australia)) |
| |
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| THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO |
| TRADED: |
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| 22 August 2006 (Natasa Mining Limited (Australia)) |
| |
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| CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE |
| APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS |
| INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR |
| DETAILS OF WHERE THERE HAS BEEN ANY BREACH: |
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| Natasa Mining Limited (Australia) confirms, having made due and |
| careful enquiry, that as at the date hereof, Natasa Mining |
| Limited (Australia) has adhered to the legal and regulatory |
| requirements involved in having its securities admitted to |
| trading on AIM. |
| |
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| AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR |
| ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST |
| TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) |
| ARE AVAILABLE: |
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| www.natasamining.com |
| |
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| DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION |
| INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS |
| INVESTING STRATEGY: |
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| As per COMPANY BUSINESS (above) |
| |
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| A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING |
| POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF |
| THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN |
| PUBLISHED: |
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| There has been no significant change in the financial or trading |
| position of Natasa Mining Ltd (Cayman Islands) or Natasa Mining |
| Limited (Australia) since the end of the last financial period |
| for which audited financial statements have been published, |
| being 31 December 2009. A quarterly activities report and cash |
| flow statement for the quarter ended 31 March 2010 is set out at |
| http://www.natasamining.com/news.html |
| |
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| A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON |
| TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP |
| WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF |
| ITS ADMISSION: |
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| The directors of Natasa Mining Ltd have no reason to believe |
| that the working capital available to the Company or its |
| subsidiaries (together, the "Group") will be insufficient for at |
| least twelve months from the date of Admission. |
| |
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| DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE |
| AIM RULES: |
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| N/A |
| |
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| A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE |
| APPLICANT'S SECURITIES: |
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| Settlement will be through CREST or in certificated form. |
| |
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| A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE |
| APPLICANT'S SECURITIES: |
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| http://www.natasamining.com/investorrelations.html |
| |
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| INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION |
| DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
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| This information is set out in the circular which has been sent |
| to shareholders in connection with the capital reorganisation |
| and available on the Company's website |
| http://www.natasamining.com/investorrelations.html |
| |
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| A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST |
| ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END |
| NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS |
| WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE |
| WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: |
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| http://www.natasamining.com/index.html |
| |
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| THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
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| No shares are currently being held in treasury. |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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