TIDMSTGR
RNS Number : 3181V
Stratmin Global Resources PLC
11 January 2013
StratMin Global Resources plc
("Stratmin" or the "Company")
Proposed Acquisition of Graphmada
Proposed Waiver of Rule 9 of the Takeover Code
Proposed Placing of Convertible Loan Notes
Share Consolidation
and
Notice of General Meeting Notice
Key Points:
-- Stratmin Global Resources plc, the natural resource
investment company focused on graphite mining and exploration, is
to acquire the remaining 85 per cent. of shares in Graphmada Equity
Pte Ltd not already owned by the Company;
-- GBP25.5 million consideration for the acquisition, to be
satisfied through the issue of 510,000,000 new ordinary shares of
0.4p each at a price equivalent to 5p per share;
-- The Consideration Shares represent 84.9 per cent. of the
share capital of the Company as enlarged by the Acquisition;
-- Placing of 30,060,000 Convertible Loan Notes of 5p, raising
GBP1,503,000 before expenses; and
-- creation of UK's largest quoted graphite miner, with phased
production ramp up scheduled over the next two quarters.
Stratmin Global Resources plc (AIM: STGR), the natural resource
investment company focused on graphite mining and exploration, is
pleased to announce the posting of a shareholder circular
("Circular") in connection with the proposed acquisition of the
remaining 85 per cent. of the shares in Graphmada not already owned
by the Company for a consideration of GBP25.5 million, to be
satisfied through the issue of 510,000,000 Existing Stratmin Shares
at 5p per Existing Stratmin Share, representing 84.9 per cent. of
the share capital of the Company as enlarged by the Acquisition.
Completion of the Acquisition is subject to the prior approval of
Shareholders which will be sought at the General Meeting.
Gobind Sahney, Chairman of Stratmin, commented: "This
acquisition has the potential to transform Stratmin into a resource
company with a major, strategic asset in a fast growing industry.
The acquisition of Graphmada's world-class Madagascan graphite
project offers our shareholders unique access to an important
commodity with an increasing global demand. With a limited number
of graphite companies near production stage and most requiring
substantial capital investment, our ability to take ownership of an
operating minesite and JORC-compliant resource enables Stratmin to
become a significant player in the high-quality graphite
market."
In addition, the Company also announces that it has
conditionally placed 30,060,000 convertible loan notes of 5 pence
each with an aggregate value of GBP1,503,000, raising approximately
GBP1.5 million before expenses.
The Notes are unsecured and will be issued in two tranches.
Tranche 1 will be for GBP1,003,000 and, subject to prior conversion
or redemption, will be repayable on 7 June 2018. Tranche 2 will be
for GBP500,000 and, subject to prior conversion or redemption, will
be repayable on 8 July 2018 ( together the "Maturity Dates").
Interest will accrue on the Notes at 10 per cent. per annum
until redemption or conversion and will be added to the principal
of the Notes every six months in arrears and shall not be paid out
in cash. If not converted beforehand, the Notes, together with
accrued interest, will be repayable in cash on an event of default
or on the relevant Maturity Dates.
The principal amount of the Notes and any accrued interest are
convertible at the option of the Noteholder into Existing Stratmin
Shares at 5p per Existing Stratmin Share (or 50p per Stratmin Share
following the proposed Share Consolidation). The Notes are also
convertible at the option of the Company into 50,100,000 Existing
Stratmin Shares (or 5,010,000 new Stratmin Shares following the
proposed Share Consolidation), representing 7.7 per cent. of the
issued share capital of the Company as enlarged by the Acquisition
and the conversion.
Conversion of the Notes into Existing Stratmin Shares or
Ordinary Shares (as applicable) automatically entitles the
Noteholder to receive one CLN Warrant for each Existing Stratmin
Share or Ordinary Share (as applicable) issued as a result of the
conversion of the principal amount of the Note. Each CLN Warrant
will entitle the holder to subscribe for one Existing Stratmin
Share at an exercise price of 5p per Existing Stratmin Share (or
one Ordinary Share at an exercise price of 50p pursuant to the
Share Consolidation) at any time within three years of the date of
issue of the warrants. Full conversion of the Notes will result in
the issue of 3,006,000 CLN Warrants (as consolidated pursuant to
the Share Consolidation).
To carry out the proposed changes to the Stratmin share capital,
resolutions will also be put to Stratmin Shareholders to authorise
the Directors to allot, and to waive pre-emption rights in respect
of, the Consideration Shares, the shares arising on conversion of
the Notes and exercise of the CLN Warrants, plus a further
5,503,000 Existing Stratmin Shares in respect of warrants issued in
connection with the Placing ("Placing Warrants" and together the
"Warrant Shares") and additional Existing Stratmin Shares of up to
8.6% of the enlarged share capital for further possible placings
including existing management options ( "Additional Shares").
The Board of Stratmin is not changing as a result of the
Acquisition. However, the Acquisition, if completed, will result in
Stratmin becoming an operating company instead of an investing
company, and will constitute a reverse takeover under AIM Rules for
Companies. The Acquisition is therefore subject to the approval of
Stratmin Shareholders at a General Meeting of the Company to be
held at the offices of Speechly Bircham LLP, 6 New Street Square,
London, EC4A 3LX at 11.00 a.m. on 28 January 2013.
A Resolution to effect a consolidation of the Existing Shares
through the consolidation of every ten Existing Stratmin Shares of
0.4p each into one Stratmin Share of 4p each will also be put to
Stratmin Shareholders at the General Meeting. Following the Share
Consolidation, the number of shares to be allotted and the exercise
price on a conversion of the Notes as well as the exercise price of
the CLN Warrants will be adjusted in line with the Share
Consolidation.
Finally, as a result of the Consideration Shares to be allotted
to the Vendors pursuant to the Acquisition, the Company is seeking
a waiver of Rule 9 of the Takeover Code, which would otherwise
require the Graphmada Concert Party, mainly comprising the existing
shareholders in Graphamada, to make an offer to acquire those
Ordinary Shares that they do not own.
The Circular serves both as the admission document required by
the AIM Rules and as a whitewash circular under the Takeover Code.
Following the publication of the Circular, the suspension from
trading of the Existing Stratmin Shares is expected to be lifted at
7.30 a.m. on 11 January 2013.
Expected timetable of principal events
Latest time and date for receipt 11.00 a.m. on 24 January 2013
of Forms of Proxy in respect
of the GM
Time and Date of the General 11.00 a.m. on 28 January 2013
Meeting
Completion of the Acquisition 28 January 2013
Admission to trading of new Stratmin 8.00 a.m. on 29 January 2013
Shares and dealings in the Enlarged
Share Capital to commence on
AIM and CREST accounts expected
to be credited in respect of
Stratmin Shares
Despatch of definitive share 4 February 2013
certificates in respect of Notes
and Consideration Shares
General Meeting
The Circular also includes a notice of a general meeting, to be
held at the offices of Speechly Bircham LLP, 6 New Street Square,
London, EC4A 3LX at 11.00 a.m. on 28 January 2013. The Resolutions
which will be put to Shareholders at the GM are as follows:
Resolution 1 will be proposed as an ordinary resolution and
seeks to approve the Share Consolidation;
Resolution 2 will be proposed as an ordinary resolution and
seeks to approve the Acquisition;
Resolution 3 will be proposed as an ordinary resolution to
authorise the Directors to allot the Consideration Shares, the
Warrant Shares and the Additional Shares;
Resolution 4 the Whitewash Resolution, will be proposed as an
ordinary resolution and seeks to approve the waiver of the
obligation contained in Rule 9 of the Takeover Code. Resolution 4
will be conducted by way of a poll and may only be voted on by
Independent Shareholders; and
Resolution 5 will be proposed as a special resolution and seeks
to empower the Directors to disapply statutory pre-emption rights
to allot the Consideration Shares, the Warrant Shares and the
Additional Shares. This authority shall expire at the conclusion of
five years from the date of the GM.
Save for Resolution 1, none of the Proposals will be implemented
unless all of the Resolutions are passed and become unconditional
in accordance with their terms (save as to matters which involve
interconditionality).
Key Statistics (assuming the Share Consolidation takes
place)
Closing Price per Ordinary Share
on 8 November 2012 (last day
prior to suspension) 5.0p
Number of Existing Ordinary Shares
in issue prior to the Share Consolidation 90,609,977
Number of Stratmin Shares in
issue after the Share Consolidation 9,060,998
Implied price of the Consideration GBP25.5 million
Shares
Number of consolidated Stratmin
Shares being issued pursuant
to the Acquisition 51,000,000
Enlarged Share Capital on Admission 60,060,998
Consideration Shares as a percentage
of the Enlarged Share Capital 84.9%
Maximum number of consolidated
Stratmin Shares to be issued
on full conversion of the Convertible
Loan Notes 5,010,000
Maximum number of Stratmin Shares
in issue following the Share
Consolidation, the Acquisition
and full conversion of the Convertible
Loan Notes 65,070,998
Maximum number of Stratmin Shares
issued on full conversion of
the Loan Notes as a percentage
of the enlarged issued share
capital 7.7%
Number of Warrants in issue following
Admission and conversion of Convertible
Loan Notes 3,658,800
ISIN Number following Admission GB00B9276C59
Recommendation
Jeffrey Marvin, Managing Director, is a member of the Graphmada
Concert Party. Accordingly, Mr Marvin is considered to have a
conflict of interest which prevents him from expressing his views
on the merits of the Acquisition and thus accepts no responsibility
for the views of the Independent Directors on the Acquisition. In
addition, Mr Premraj, a member of the Graphmada Concert Party, has
an interest in 13,577,631 Existing Stratmin Shares representing
15.0 per cent. of the issued share capital of Stratmin. Accordingly
the Acquisition is deemed to be a Related Party Transaction under
the AIM Rules for Companies.
The Independent Directors, who have been so advised by Libertas,
consider that the terms of the Acquisition and the Waiver are fair
and reasonable and in the best interests of the Company and the
Stratmin Shareholders as a whole. Accordingly, the Independent
Directors unanimously recommend that Shareholders vote in favour of
the Resolutions necessary to approve and implement the Acquisition
as they intend to do in respect of their own beneficial holdings of
310,000 Existing Stratmin Shares, representing approximately 0.3
per cent. of the existing issued share capital.
Enquiries:
StratMin Global Resources plc
+44 (0) 207 467
Gobind Sahney 1700
Libertas Capital Corporate Finance Limited
(Nomad and Joint Broker)
+44 (0) 207 569
Sandy Jamieson 9650
Peterhouse Corporate Finance
(Joint Broker)
+ 44 (0) 20 7562
Jon Levinson 3357
Optiva Securities Limited
(Joint Broker)
+44 (0) 20 3137
Jeremy King 1904
Tavistock Communications
(Financial PR and IR)
+44 (0) 207 920
Jessica Fontaine/Simon Hudson/Conrad Harrington 3150
Libertas Capital Corporate Finance Limited ("Libertas"), which
is regulated and authorised in the UK by the FSA, is acting
exclusively for the Company as nominated adviser for the purposes
of the AIM Rules for Nominated Advisers and the AIM Rules for
Companies. Libertas is not acting for any other person and will not
be responsible to any person for providing the protections afforded
to its customers or for advising any other person on the contents
of any part of this announcement. Libertas is not making any
representation or warranty, express or implied, as to the contents
of this announcement. The responsibilities of Libertas, as the
nominated adviser, are owed solely to the London Stock Exchange and
are not owed to the Company or any other Director or to any other
person, in respect of any decision to acquire Stratmin Shares in
reliance on any part of this announcement or otherwise.
Introduction
On 9 November 2012, the Company announced that it had agreed,
subject to shareholder approval, to acquire the entire issued and
to be issued share capital of Graphmada that it does not already
own. The consideration for the Acquisition will be GBP25.5 million,
to be satisfied by the issue, credited as fully paid, of
510,000,000 Existing Stratmin Shares to the Graphmada Shareholders
at 5 pence per Existing Stratmin Share, representing 84.9 per cent.
of the share capital of the Company as enlarged by the
Acquisition.
In addition, the Company also announces that it has
conditionally placed 30,060,000 Convertible Loan Notes of 5 pence
each with an aggregate value of GBP1,503,000, raising in aggregate
GBP1.5 million before expenses.
The Acquisition, if completed, will result in Stratmin becoming
an operating company instead of an investing company, and will
constitute a reverse takeover under AIM Rules for Companies. The
Acquisition is therefore subject to the approval of Stratmin
Shareholders at a General Meeting of the Company to be held at the
offices of Speechly Bircham LLP, 6 New Street Square, London, EC4A
3LX at 11.00 a.m. on 28 January 2013. A Resolution to effect the
Share Consolidation through the consolidation of every 10 Existing
Stratmin Shares of 0.4p each into one Stratmin Share of 4p each
will also be put to Stratmin Shareholders at the General
Meeting.
Background to and reasons for the Acquisition
The Company's stated investment policy is to make investments in
meaningful ownership positions of operating companies and assets
that have potential for significant value growth in the natural
resource and extractive industries, whose value can be enhanced
with the Company's capital and expertise, and realise gains that
are a multiple of the investment. Any prospective investment will
be assessed with a focus toward near term production and cash flow
potential.
The Directors believe the acquisition of Graphmada to be ideally
suited to the Company's stated investment policy. Having reviewed
the deposits and associated processing plant and assessed their
potential value, the Directors consider the Acquisition to be in
the best interests of the Company and offer the potential for
growth in shareholder value, for a number of reasons:
-- the deposits contain a 5.7 million tonne JORC standard
inferred and indicated resource containing an estimated graphite
resource of 234,659 tonnes;
-- additional exploration upside exists by upgrading both the
indicated and inferred resource through further exploration and
drilling;
-- mineralisation is predominantly coarse flake graphite
allowing for simplified processing and generating a product which
commands premium pricing;
-- the completed graphite production plant at full capacity has
the potential to produce 12,000 tpa of high grade flake
graphite;
-- the assets are close to paved road and port infrastructure;
-- the cost structure is low, which the Directors believe gives
the Company a competitive advantage; and
-- the Directors believe there is good visibility for revenue
generation from near term production and sale of graphite.
Background information on Graphmada
Graphmada is a privately owned Singapore registered company with
nine shareholders, including Stratmin. It was formed on 7 March
2011 in order to acquire the entire issued share capital of
Graphmada Madagascar. The founding shareholders comprised of two
companies: Consolidated Resources Pte Limited and Viking Investment
Limited. Mr Caralapati Raghairah Premraj is the main shareholder
(baring one token share held by Srirekam Kesava Purushotham) in
Consolidated Resources Pte Limited and Marius Pienaar is the sole
shareholder of Viking Investment Limited.
Graphmada Madagascar is an advanced stage graphite mining
company with operations in Madagascar. The Republic of Madagascar
hosts some of the highest quality flake graphite deposits in the
world. Graphmada Madagascar holds two exploitation permits located
in eastern Madagascar 15 km west of the coast and 20km south west
of Brickaville. The permits were issued to it by the Bureau du
Cadastre Minier de Madagascar.
Exploitation Permit No 26670, referred to as the Loharano
Licence, extends over 32 mining squares of 625m by 625m. The permit
was granted on 21 January 2008 for a period of 40 years. The plant
built by Graphmada Madagascar is located on one of these squares.
The Competent Persons Report pertains to only half, or the northern
block, of the licence area. A certificate from the BCMM certifying
the transformation of the size of the 32 mining squares covered by
Exploitation Permit No 26670, dated 24 April 2012, was issued in
the name of Graphmada Madagascar.
The second exploitation Permit No 24730, known as the Antsirabe
Licence, covers an area of 16 mining squares of 625m by 625m and
was granted on 5 March 2007 for a period of 40 years.
Graphmada Madagascar has completed the construction of the
graphite processing plant at the Loharano Graphite Project, where a
plant has been commissioned and is now in a phased production ramp
up scheduled over the next two quarters and trial production of
graphite at the site is proceeding. This plant has been designed to
produce approximately 12,000 tonnes of processed graphite per annum
at full capacity. Stratmin has been working closely with the
Graphmada team's proposed development timelines to meet their
production objectives.
Loharano Graphite Project
The Loharano Graphite Project is held by Graphmada Madagascar, a
company established in Madagascar for the purpose of the mining and
beneficiation of natural crystalline flake graphite, in an area
located in eastern Madagascar some 15 km west of the coast and 20
km south west of the town Brickaville. This area is particularly
well known for its high-quality flaky graphite. The graphite is
extremely pure (up to 99 per cent. carbon) and occurs in the form
of disseminated graphite flakes within the Proterozoic gneissic
host rock, which is probably of sedimentary origin.
The Directors believe that the Project is well served by local
infrastructure. From the major port city, Toamasina, access to the
mine is gained via the main paved road leading from Toamasina to
the capital, Antananarivo. This road is followed from Toamasina in
a southerly direction. At about 110 km by road, the road leads
through Brickaville and, a further 17.4 km south of Brickaville,
the turn-off to the mine is to the left where it is marked with a
large sign.
The closest railroad access is from Brickaville northwards to
the harbour city of Toamasina, which is the nearest export harbour.
The common form of transporting the Graphite for export shipment is
by container on a truck over the main paved highway.
The port of Toamasina handles 90 per cent. of Madagascar's
container traffic and more than 80 per cent. of all trade traffic.
The recently commissioned Ambatovy nickel and cobalt project
located near the port expects to export approximately 275,000
tonnes of refined nickel, refined cobalt, and ammonium sulphate
fertiliser every year from the port of Toamasina.
The Directors plan to establish a beneficiation facility. By
beneficiating the graphite to higher grades of carbon, it is
possible to achieve a higher sale price. Beneficiation requires the
use of a high temperature oven to remove impurities from the
Graphite. Funds in the capital expenditures post Admission are
designated for the beneficiation facility.
Strategy and future prospects of the Enlarged Group
The strategy of the Enlarged Group is to focus on the graphite
mining sector through the development of Graphmada's existing
Loharano Graphite Project, in order to generate significant
revenues for the Company. The Company will continue to review and
consider other opportunities in strategic minerals that are
supplementary and complementary to the business.
In addition, the Company intends to carry out further
exploration of Graphmada's Loharano and Antsirabe Licences in
Madagascar and to review other opportunities which may arise in the
graphite sector in Madagascar and other regions.
Graphmada has entered into the One Vision Agreement with One
Vision, which will provide full mining services to operate the
Loharano Graphite Project.
Share Consolidation
The Existing Stratmin Shares currently have a nominal value of
0.4 pence. When trading in the Existing Stratmin Shares was
suspended on 9 November 2012, the price per Existing Stratmin Share
was 5 pence. It is proposed that, pursuant to the Share
Consolidation, every 10 Existing Stratmin Shares of 0.4 pence in
issue at 5.00 p.m. on 28 January 2013, or such other time and date
as the Directors may determine, will be consolidated into 1
Ordinary Share of 4 pence each in the capital of the Company.
Resolution 1 will effect the Share Consolidation.
Principal terms of the Acquisition
The Company has conditionally agreed to acquire the entire
issued and to be issued share capital of Graphmada that it does not
already own. The consideration for the Acquisition is GBP25.5
million to be satisfied by the issue, credited as fully paid, of
510,000,000 Existing Stratmin Shares (or 51,000,000 Ordinary Shares
after the Share Consolidation) to the Graphmada Shareholders at the
Placing Price, representing 84.9 per cent. of the Enlarged Share
Capital. The Graphmada Shares will be acquired with full title
guarantee and free from all liens, charges and encumbrances and
together with all rights attaching to them at Completion, including
the including the right to receive all dividends and other
distributions declared, paid or made after Completion.
Details of the Placing
On Admission and after the Acquisition and the Share
Consolidation, the Company will have 60,060,998 Ordinary Shares in
issue and a market capitalization of approximately GBP30 million at
the Placing Price. The Placing comprises the issue of 30,060,000
Convertible Loan Notes of 5 pence each with an aggregate value of
GBP1,503,000, raising in aggregate GBP1.503 million before
expenses.
The Notes are unsecured and will be issued in two tranches.
Tranche 1 will be for GBP1,003,000 and, subject to prior conversion
or redemption, will be repayable on 7 June 2018. Tranche 2 will be
for GBP500,000 and, subject to prior conversion or redemption, will
be repayable on 8 July 2018.
Interest on the Notes will accrue at 10 per cent. per annum and
will be added to the principal of the Notes every six months. If
not converted beforehand, the Notes, together with the accrued
interest, will be repayable in cash on an event of default or on
the Maturity Dates.
The Convertible Loan Notes are subject to the usual events of
default, including insolvency or breach
of the terms of the Convertible Loan Notes.
The Notes are freely transferable.
The principal amount of the Notes and any accrued interest are
convertible at the option of the Noteholder into Existing Stratmin
Shares at 5p per Existing Stratmin Share (or 50p per Stratmin Share
following the proposed Share Consolidation). The Notes are also
convertible at the option of the Company into 50,100,000 Existing
Stratmin Shares (or 5,010,000 new Stratmin Shares following the
proposed Share Consolidation), representing 7.7 per cent. of the
issued share capital of the Company as enlarged by the Acquisition
and the conversion.
Conversion of the Notes into Existing Stratmin Shares or
Ordinary Shares (as applicable) automatically entitles the
Noteholder to receive one CLN Warrant for each Existing Stratmin
Share or Ordinary Share (as applicable) issued as a result of the
conversion of the principal amount of the Note. Each CLN Warrant
will entitle the holder to subscribe for one Existing Stratmin
Share at an exercise price of 5p per Existing Stratmin Share (or
one Ordinary Share at an exercise price of 50p pursuant to the
Share Consolidation) at any time within three years of the date of
issue of the warrants. Full conversion of the Notes will result in
the issue of 3,006,000 CLN Warrants (as consolidated pursuant to
the Share Consolidation).
Use of proceeds
The Directors are undertaking the Placing in order to raise
sufficient funds for its working capital requirements and to enable
the Company to:
-- provide for the continuous operation and maintenance of the
existing 12,000 tonnes per annum graphite processing facility at
the Loharano Graphite Project;
-- review expansion opportunities of the graphite processing
facility at the Loharano Graphite Project;
-- conduct a drilling program within the Loharano Licence area
to upgrade the existing resource and also prove up additional
graphite resources;
-- install an upgraded graphite drying facility at Loharano; and
-- acquire additional earth moving equipment.
Admission, settlement and CREST
The Acquisition constitutes a reverse takeover under the AIM
Rules and is therefore dependent on the approval of Shareholders
being given at the GM. Subject to the passing of the Resolutions
the Enlarged Share Capital will be admitted to trading on AIM.
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. Admission
of the Enlarged Share Capital to trading on AIM is expected to take
place on or around 29 January 2013.
The Notes and the CLN Warrants will not be admitted to trading
on AIM or any other exchange. The Notes will be issued to
Noteholders against payment, which is expected to take place on 28
January 2013 in respect of Tranche 1, and 28 February 2013 in
respect of Tranche 2.
Takeover Code
The members of the Graphmada Concert Party are deemed to be
acting in concert for the purposes of the Takeover Code. The
Graphmada Concert Party comprises Marthinus (Marius) Johannes
Hendrik Pienaar, Mrs Caryl Melissa Jane Pienaar, Caralapati
Raghairah Premraj, Ghanshyam Champaklal, Srirekam Kesava
Purushotham, Mrs Kesava Padmavathi together with certain companies
that they control, namely, Consolidated Minerals Pte Limited,
Consolidated Resources Pte Limited, Viking Investment Limited, Iron
Ox Investments Pte Limited, Loxley Holdings Pte Limited and Adel
Global Resources Pte Limited, who are all current shareholders in
Graphmada. The Graphmada Concert Party also includes Jeffrey Royce
Marvin, a Director of Stratmin, and Consolidated Minerals Pte.
Limited, a company owned and controlled by Caralapati Raghairah
Premraj and which is a current shareholder in Stratmin.
Following the Acquisition and the exercise of options held by
the Graphmada Concert Party, the Graphmada Concert Party will
together, hold in aggregate 52,836,803 Stratmin Shares,
representing 87.3 per cent. of the enlarged share capital, as
enlarged by the exercise of such options, which, without a waiver
of the obligations under Rule 9 of the Takeover Code, would oblige
the Graphmada Concert Party to make a general offer to Shareholders
under Rule 9 of the Takeover Code.
The Graphmada Concert Party's existing shareholdings in Stratmin
and their proposed interest in the
Enlarged Share Capital immediately following Admission are set
out in the table below.
Concert Current On Admission
Party
Number of % of share Total Stratmin % of Enlarged
Existing Stratmin capital Shares held on Issued Share
Shares Admission Capital
Caralapati
Raghairah
Premraj 13,577,631 15.0 16,507,763 27.5
Marthinus
(Marius)
Johannes
Hendrik
Pienaar(2) Nil Nil 12,150,000 20.2
Mrs Kesava
Padmavathi Nil Nil 8,100,000 13.5
Mrs Caryl
Melissa
Jane Pienaar Nil Nil 6,900,000 11.5
Ghanshyam
Champaklal Nil Nil 6,000,000 10.0
Srirekam
Kesava Purushotham Nil Nil 2,700,000 4.5
Jeffrey Nil Nil Nil Nil
Marvin
Total 13,577,631 15.0 52,357,763 87.2
The Panel has agreed, however, to waive the obligation for the
Graphmada Concert Party to make a general offer that would
otherwise be required as a result of the Acquisition, subject to
the approval (on a poll) of the Independent Shareholders at the
General Meeting. Accordingly, the Whitewash Resolution is being
proposed at the General Meeting and will be taken on a poll. To be
passed, the Whitewash Resolution will require a simple majority of
votes entitled to be cast to vote in favour.
Following the Acquisition, the Graphmada Concert Party will hold
more than 50 per cent. of the Enlarged Share Capital and for so
long as the members of the Graphmada Concert Party continue to be
treated as acting in concert, the Graphmada Concert Party may
accordingly increase their aggregate interest in shares in the
Company without incurring any obligation under Rule 9 to make a
general offer, although an individual member of the Graphmada
Concert Party will not be able to increase his percentage interests
in shares through or between a Rule 9 threshold without the Panel's
consent.
Definitions
"Acquisition" the proposed acquisition by the
Company of the entire issued
and to be issued share capital
of Graphmada under the terms
of the Acquisition Agreement
"Acquisition Agreement" the agreement relating to the
Acquisition between Stratmin
and the shareholders of Graphmada
dated 8 November 2012, conditional
on the approval by Stratmin Shareholders
at the GM
"Admission" the admission of the Enlarged
Share Capital to trading on AIM
becoming effective in accordance
with the AIM Rules for Companies
"AIM" a market of the London Stock
Exchange
"Antsirabe Licence" Graphmada's exploitation licence
(Permit No. 24730) located near
Antsirabe in Eastern Madagascar
"Board" the board of directors of the
Company, including a duly constituted
committee of such directors
"Capita Registrars" a trading name of Capita Registrars
Limited
"CLN Warrants" the warrants to subscribe for
Existing Stratmin Shares at 5p
per Existing Stratmin Share (or
50p per Ordinary Share following
the Share Consolidation), to
be issued to the Noteholders
in the event that either the
Company or the Noteholders elect
to convert the Convertible Loan
Notes into Ordinary Shares
"Company" or "Stratmin" Stratmin Global Resources Plc,
a company incorporated in England
and Wales with company number
05173250
"Completion" completion of the Acquisition
in accordance with the terms
of the Acquisition Agreement,
including fulfilment or waiver
of the Conditions
"Conditions" the conditions to the Acquisition
being inter alia (i) the Resolutions
being passed at the General Meeting,
and (ii) Admission
"Consideration Shares" 51,000,000 Stratmin Shares to
be issued fully paid to the Graphmada
Shareholders, equivalent to 510,000,000
Existing Stratmin Shares
"Convertible Loan Note Instrument" the convertible loan note instrument
adopted by the Board and dated
9 January 2013
"Directors" the directors of the Company,
being Gobind Sahney, Jeff Marvin
and Manoli Yannaghas
"Enlarged Group" the Company and its subsidiary
undertakings as at the date of
Admission
"Enlarged Share Capital" the issued share capital of the
Company immediately following
Admission, being the Stratmin
Shares and the Consideration
Shares
"Existing Stratmin Shares" the 90,609,997 ordinary shares
of GBP0.004 each in the capital
of the Company, which will become
9,060,998 ordinary shares of
GBP0.04 pursuant to the Share
Consolidation
"General Meeting" or "GM" the general meeting of the Company
to be held at 11.00 a.m. on 28
January 2013
"Graphmada" Graphmada Equity Pte Limited,
a company incorporated and registered
in Singapore with company number
201105460D whose registered office
is at 3 Raffles Place #07-01,
Bharat Building, Singapore, 048617
"Graphmada Concert Party" together, Marthinus (Marius)
Johannes Hendrik Pienaar, Mrs
Caryl Melissa Jane Pienaar, Caralapati
Raghairah Premraj, Jeffery Royce
Marvin, Ghanshyam Champaklal,
Srirekam Kesava Purushotham and
Mrs Kesava Padmavathi, together
with certain companies that they
control, namely, Consolidated
Minerals Pte Limited, Consolidated
Resources Pte Limited, Viking
Investment Limited, Iron Ox Investments
Pte Limited, Loxley Holdings
Pte Limited and Adel Global Resources
Pte Limited
"Graphmada Madagascar" Graphmada Sarl, a company incorporated
in the Republic of Madagascar
with registered number 14393
11 2006 0 10444, whose registered
office is at Lot IVM 104 NK 67
Ha Sud Analamanga, 101 Antananarivo
Renivohitra, and is a 99.8 per
cent. owned subsidiary of Graphmada
"Group" or "Stratmin Group" Stratmin and its subsidiaries
"Independent Directors" Gobind Sahney and Manoli Yannaghas
"Independent Shareholders" the Shareholders in Stratmin
excluding Consolidated Minerals
Pte Limited, a company controlled
by Mr Caralapati Raghairah Premraj,
a member of the Graphmada Concert
Party
"Joint Brokers" Peterhouse and Optiva
"Libertas" or "Nomad" Libertas Capital Corporate Finance
Limited
"Licences" together, the Loharano Licence
and the Antsirabe Licence
"Loharano Graphite Project" or Graphmada's principal graphite
"Project" project located near Loharano
in Eastern Madagascar
"Loharano Licence" Graphmada's exploitation licence
(Permit No. 26670) located near
Loharano in Eastern Madagascar
"Madagascar" The Republic of Madagascar
"Noteholder" a holder of Convertible Loan
Notes
"Notes" GBP1,503,000 in the nominal amount
of 10 per cent. convertible unsecured
loan notes, constituted by the
Convertible Loan Note Instrument
"One Vision" One Vision Mineral Processing
(PTY) Limited of Unit B2, First
Floor, Building 7, Fairways Office
Park, Niblick Way, Somerset West,
7130, South Africa
"One Vision Agreement" the agreement dated 2 November
2012 between Graphmada Madagascar
and One Vision relating to the
mining and processing of a graphite
at the Loharano Graphite Project,
"Optiva" Optiva Securities Limited
"Panel" the UK Panel on Takeovers and
Mergers
"Peterhouse" Peterhouse Corporate Finance
Limited
"Placing" the conditional issue of the
Notes pursuant to the Placing
Agreement
"Placing Price" the price of 5 pence per Existing
Stratmin Share at which the Convertible
Loan Notes can be converted into
Existing Stratmin Shares in accordance
with the terms of the Convertible
Loan Note Instrument, equivalent
to 50 pence per Ordinary Share
after the Share Consolidation
"Share Consolidation" the proposed consolidation of
every ten Existing Stratmin Shares
into one Stratmin Share
"Sterling" or "GBP" the legal currency of the UK
"Stratmin Shares" or "Ordinary ordinary shares of GBP0.04 each
Shares" in the capital of the Company
following the Share Consolidation
of the Existing Stratmin Shares
"Stratmin Shareholders" or "Shareholders" the holders of Existing Stratmin
Shares and, following the Share
Consolidation, the Stratmin Shares
"UK" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Columbia
"Waiver" the waiver of the obligations
of the Graphmada Concert Party
to make a general offer under
Rule 9 of the Takeover Code which
may otherwise arise as a consequence
of the issue of the Consideration
Shares to the Graphmada Concert
Party, granted by the Panel conditional
upon the approval of the Independent
Shareholders voting on a poll
"Warrant Shares" the Ordinary Shares to be issued
pursuant to the CLN Warrants
and the Placing Warrants
"Whitewash Resolution" Resolution 4 in the notice of
General Meeting
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQNKKDNBBKBNDD
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