Notice of EGM
April 06 2010 - 8:47AM
UK Regulatory
TIDMPDF
RNS Number : 7503J
Pangea DiamondFields PLC
06 April 2010
6 April 2010
AIM:
PDF
Pangea DiamondFields plc
('Pangea' or the 'Company')
Posting of Circular
Notice of Extraordinary General Meeting
and
Proposed Cancellation of Admission to Trading on AIM
Further to the announcement of 1 April 2010 confirming the completion of the
disposal of Efidium Limited to International Gold Exploration AB (the
'Disposal'), Pangea announces that it has today posted a circular to
shareholders convening an extraordinary general meeting of the Company to be
held at the Company's registered office at 2 p.m. on 28 April 2010 (the 'EGM')
to seek shareholder approval for the commencement of a members' voluntary
liquidation process (the 'Liquidation') and the cancellation of the Company's
admission to trading of its shares on the AIM market of the London Stock
Exchange ('Cancellation').
Cancellation of Admission to Trading on AIM
Subject to shareholder approval it is expected that Cancellation will occur at 7
a.m. on 29 April 2010. Shareholders should also be aware that trading in the
Company's ordinary shares on AIM will be suspended from 7 a.m. on 28 April 2010
in advance of the EGM as the Company would no longer be considered to be an
appropriate company for AIM on the commencement of a liquidation process. If
Cancellation is not approved but Shareholders approve the Liquidation, it is
unlikely that trading of the Company's ordinary shares on AIM would be restored.
Distribution of IGE Shareholders
Following the completion of the Disposal, Pangea holds 495,399,057 fully paid
ordinary shares in the capital of IGE ('IGE Shares'). The proposed liquidator
currently intends to make an interim distribution in specie (by way of transfer
of assets rather than in cash) to shareholders as soon as it is prudent to do
so, to take the form of 421,000,000 IGE Shares, representing approximately 85%
of the IGE Shares received as consideration for the Disposal (the 'Consideration
Shares').
After allocating up to 5% of the Consideration Shares to an employee benefit
trust or similar vehicle, the Company will hold the balance of the Consideration
Shares until 31 January 2011 as security against warranties given in favour of
IGE pursuant to the sale and purchase agreement confirming the terms of the
Disposal. Subsequent to 31 January 2011, any IGE Shares still held by the
Company would then be available for distribution to Shareholders.
Trading In IGE Shares Following Distribution of the Consideration Shares to
Shareholders
The IGE Shares are traded on the Oslo Stock Exchange where shares are traded
only in electronic form through the Euroclear/ VPS system. In order to receive
IGE Shares as part of the distribution of the Consideration Shares described
above, Shareholders will therefore require access to the Euroclear/ VPS system
to facilitate settlement in any such distribution.
The Company is currently in discussions with various parties who may be able to
assist Shareholders in obtaining access to the Euroclear/ VPS system and
facilitate trading in the IGE Shares on the Oslo Stock Exchange and will notify
shareholders in due course if a suitable agreement can be reached. Any
arrangements are however likely to require Shareholders to take action on an
individual basis.
In any event, it is expected that a further announcement will be made in
relation to this prior to the Extraordinary General Meeting.
Further information:
+----------------------+------------------------+-----------------------+
| Pangea DiamondFields | Ambrian Partners | Walbrook PR Ltd |
| plc | Limited | |
| | | |
+----------------------+------------------------+-----------------------+
| Boris Kamstra | Richard Brown / | Louise Goodeve / Leah |
| | Richard Greenfield | Kramer |
+----------------------+------------------------+-----------------------+
| T: +27 11 438 4100 | T: +44 (0) 20 7634 | T: +44 (0) 20 7933 |
| | 4700 | 8780 |
| | | |
+----------------------+------------------------+-----------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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