Ambrian PLC Agency Agreement and Board Appointment (2301X)

TIDMAMBR

RNS Number : 2301X

Ambrian PLC

17 November 2014

Ambrian plc

("Ambrian" or the "Company")

Agency Agreement and Board Appointment

Exclusive Agency Agreement with Cimentos da Beira Limitada

Ambrian plc (AIM: AMBR), the physical metals trader, is pleased to announce that its wholly-owned subsidiary, Ambrian (Singapore) Pte Ltd ("AMS"), has entered into an Agency Agreement (the "Agreement") with Cimentos da Beira Limitada ("CDB"). Under this Agreement, AMS is to be exclusively appointed, for a period of eight years (unless otherwise terminated in accordance with the terms of the Agreement), as CDB's worldwide purchasing agent and/or supplier in connection with the purchase of raw materials (including clinker, gypsum, limestone and aggregates) for the purpose of producing cement products in its clinker grinding and cement packing operations in Beira, Mozambique. Once completed and operational, CDB's cement operations will have a production rate capacity of approximately 110 tons per hour. The plant is expected to commence operations at the beginning of 2015.

In consideration for AMS and CDB entering into the Agreement, AMS shall be entitled to a fixed commission payable upon the successful completion of each contract for the raw materials delivered to CDB. Also as a consideration for AMS and CDB entering into the Agreement, AMS shall provide standby letters of credit and / or bank guarantees in favour of CDB and its suppliers (together, the "Facilities"), provided that the aggregate face value of such Facilities shall not exceed US$2 million and their duration shall not extend beyond 30 November 2015. In the event that the Agreement is terminated in accordance with its terms, CDB shall either have the Facilities released or alternatively pay to AMS the sum of $2 million (together with accrued interest) and, in the event that the Facilities are called or presented, on or before 30 November 2015, CDB shall immediately pay to AMS the amount due from AMS to its banks under the Facilities (together with accrued interest and all other amounts accrued or outstanding). The rate of interest payable on such sums due by CDB to AMS is equal to the cost to AMS of making the Facilities available. Finally, in the event that hot commissioning of CDB's cement operations is not achieved by 30 June 2015, AMS shall have the right to terminate the Agreement and charge an increased rate of interest on the value of the Facilities (less any commissions paid by CDB under the Agreement). CDB has undertaken to grant, no later than 31 March 2015, a second rank pledge in favour of AMS over its plant in Beira, Mozambique.

CDB is a company incorporated in Mozambique which is 83.75% beneficially owned by Consolidated General Minerals plc, which in turn holds 29.89% of Ambrian's issued share capital and is categorised as a significant shareholder for the purposes of the AIM Rules for Companies (the "AIM Rules"). Accordingly, the Agreement is deemed to be a related party transaction under Rule 13 of the AIM Rules. Having consulted with the Company's Nominated Adviser, Cenkos Securities plc, the Directors of Ambrian who are independent of the transaction consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Board Appointment

The Company is also pleased to announce the appointment of Roger Clegg, Chief Operating Officer, as an executive director and a member of the board of directors of the Company with immediate effect.

Mr Clegg has served as Chief Operating Officer since 2012 and has 18 years' investment banking experience after four years as an exploration geologist with ACA Howe. He joined Ambrian in 2004 from the Mining & Metals Team at Barclays Capital where he was responsible for mining clients in Africa, Russia and Australasia. Roger previously worked in the Project Finance Division at Dresdner Kleinwort Benson and as a Mining Equity Analyst at Williams de Broë. Roger graduated from the Royal School of Mines in 1997 with a BSc in Mining Geology and an MSc in Mineral Project Appraisal.

Kevin Lyon, Chairman of Ambrian, commented:

"With the signing of this Agreement, CGM will utilise and benefit from Ambrian's expertise in managing the sourcing and logistics of commodity products and allow AMS to increase its contribution to Ambrian plc. This Agreement is another step forward in the development of business opportunities between the two parties.

I am also delighted to welcome Roger to the board as an executive director of the Company in which he has served in a number of senior management positions within the group over the last 10 years. His broadened role will allow him to utilise his considerable industry and financial services knowledge and at the same time further strengthen the management team."

Enquiries

 
 Ambrian plc 
 Roger Clegg              + 44 (0)20 7634 4700 
 
 
 Cenkos Securities plc 
 Neil McDonald            + 44 (0)20 7397 8900 
 Nick Tulloch 
 

Other Information

In relation to the appointment of Mr Clegg, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies save as disclosed below:

 
 Full Name:                               Roger Francis Clegg 
 Age:                                     44 
 Current Directorships / Partnerships     Ambrian Nominees Limited 
  in the last 5 years:                     Nikinda Investments Limited 
                                           (Dormant) 
 Previous Directorships / Partnerships    Intl Fcstone Ltd 
  in the last 5 years:                     New World Investment Managers 
                                           Limited 
                                           RFC Ambrian Limited 
 Current Shareholding in the Company:      186,667 ordinary shares 
                                           in the Company 
                                            options in respect of 920,277 
                                           ordinary shares in the Company 
                                           (held through the Employee 
                                           Benefit Trust) at an exercise 
                                           price of 10 pence 
                                            options in respect of 250,000 
                                           ordinary shares in the Company 
                                           at an exercise price of 25 
                                           pence 
 

Notes to Editors

Ambrian is primarily active in the physical trading of base metals. It sources and supplies a variety of commodities to end users all over the world. Supported by its offices in London, Shanghai, Taiwan and a network of agents in North and South America, Asia and the Middle East. Ambrian provides producers and consumers with its marketing insight whilst emphasizing the financing and risk management aspect of its trading activities. Ambrian also holds and manages a number of equity investments. Ambrian is quoted on the Alternative Investment Market of the London Stock Exchange under the ticker symbol AMBR.

Further information on Ambrian is available on the Company's website: www.ambrian.com

This information is provided by RNS

The company news service from the London Stock Exchange

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