Ambrian PLC Result of General Meeting (6950G)

TIDMAMBR

RNS Number : 6950G

Ambrian PLC

05 March 2015

Ambrian plc

("Ambrian" or the "Company")

Result of General Meeting

On 17 February 2015, Ambrian announced that it had entered into a conditional agreement relating to the merger (the "Swiss Entities Merger") of Ambrian's Swiss subsidiary, Ambrian Metals Limited, with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz"), the Swiss subsidiary of Consolidated General Minerals plc ("CGM"), and the subsequent acquisition by Ambrian of the shareholding of CGM in the merged Swiss entity, together with all the indebtedness of the CGM Schweiz Group owed to CGM (the "Acquisition").

Further information about the Acquisition and the Swiss Entities Merger is set out in full in the AIM Admission document dated 17 February 2015 published by Ambrian (the "Admission Document"), which is available on Ambrian's website at www.ambrian.com.

Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Admission Document unless the context requires otherwise.

Acquisition and Swiss Entities Merger

The Acquisition and the Swiss Entities Merger constitute a 'reverse takeover' under the AIM Rules and together are therefore conditional, inter alia, upon the approval of Shareholders.

The Board of Ambrian is pleased to confirm that, at the General Meeting of the Company held earlier today, all Resolutions proposed were unanimously passed on a show of hands and the Acquisition and the Swiss Entities Merger have been approved by Shareholders. Details of the Resolutions are set out in the notice of the General Meeting set out at the end of the Admission Document.

Shareholders holding an aggregate 106,861,150 Ordinary Shares were eligible to vote at the meeting. Valid proxies were received by the Company from Shareholders prior to the General Meeting as follows:

 
 Resolution    Proxy votes for      Proxy votes against     Proxy votes withheld 
                the resolution         the resolution         or appointing the 
                                                             Chairman or a third 
                                                               party as proxy 
                                                              (with discretion) 
                Number       %       Number         %         Number         % 
 1            54,729,065   99.86     30,344       0.06        43,212       0.08 
 2            54,739,065   99.88     19,344       0.04        44,212       0.08 
 3            54,739,065   99.88     19,344       0.04        44,212       0.08 
 4            54,738,565   99.88     19,344       0.04        44,712       0.08 
 5            54,740,028   99.88     20,344       0.04        42,249       0.08 
 6            54,737,277   99.88     22,595       0.04        42,749       0.08 
 

In addition, the Board of Ambrian is pleased to confirm that, at the General Meeting of CGM held earlier today, both resolutions proposed were unanimously approved on a show of hands and the Acquisition and the Swiss Entities Merger has also been approved by CGM Shareholders.

Accordingly, it is currently expected that the Acquisition and the Swiss Entities Merger will complete on 17 March 2015, subject to the satisfaction of the conditions and further terms set out in the Admission Document (including the registration of the Swiss Entities Merger Agreement in the commercial register of the Canton of Zug, Switzerland), and that re-admission of the 111,361,208 Existing Issued Ordinary Shares to trading on AIM ("Re-Admission") will occur on the day following Completion, which is expected to take place on 18 March 2015.

Share Sub-Division

Pursuant to Resolution no. 1 passed at the General Meeting, the nominal value of an Ordinary Share has been reduced from GBP0.10 to GBP0.01 by sub-dividing each Ordinary Share of GBP0.10 into one ordinary share of GBP0.01 and one deferred share of GBP0.09. However, the rights attaching to the Ordinary Shares remain unchanged and the rights attaching to the deferred shares are set out in the Admission Document.

Application will be made for Re-Admission of the 111,361,208 Existing Issued Ordinary Shares and dealings are expected to commence at 8.00 a.m. on 18 March 2015 with ISIN GB0003763140. The Existing Issued Ordinary Shares will continue to be marked by the London Stock Exchange as having a nominal value of GBP0.10 each pending their cancellation (expected to take place at 6.00 p.m. on 17 March 2015) prior to their Re-Admission as Ordinary Shares of GBP0.01 (expected to take place at 8.00 a.m. on 18 March 2015).

Upon completion of the Swiss Entities Merger and the Acquisition (and assuming the prior completion of the Logo Acquisition Agreement, which agreement was executed on 26 February 2015), there will be 111,361,208 Ordinary Shares in issue, of which the Company will continue to hold 4,500,058 in treasury. In addition, the balance of 11,334,466 Ordinary Shares held by CGM Schweiz (following completion of the Logo Acquisition Agreement) will cease to carry voting rights. Accordingly, the total number of Ordinary Shares with voting rights in the Company immediately following Re-Admission will be 95,526,684. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company in accordance with the FCA's Disclosure and Transparency Rules.

For further information, please contact:-

 
 Ambrian plc 
 Roger Clegg, COO         [phone] 
 John Coles, FD 
 
 Cenkos Securities plc 
 Neil McDonald            [phone] 
 Nick Tulloch             [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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