AIM Schedule 1 update - Ambrian plc (5221H)

TIDMAMBR

RNS Number : 5221H

AIM

16 March 2015

 
               ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
            IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
 
 COMPANY NAME: 
 
   Ambrian plc ("Ambrian", the "Company" or, together with its subsidiaries, 
   the "Ambrian Group") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING 
  ADDRESS (INCLUDING POSTCODES) : 
 
   6th Floor 
   62-64 Cornhill 
   London 
   EC3V 3NH 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM 
  RULE 26: 
 
   www.ambrian.com 
 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: 
 
   Ambrian is a London-based international metal trading business whose 
   activities are focused on the physical trading of LME base metals 
   - principally copper and also lead, zinc and aluminium. These are 
   mainly sourced in China, Africa, Russia and India and sold to customers 
   in Middle East, China and East Asia. The Company currently employs 
   33 people in London, Shanghai, Taiwan and Singapore. 
 
   Pursuant to the Acquisition (as defined in the Admission Document), 
   which constitutes a reverse takeover for the purpose of Rule 14 
   of the AIM Rules for Companies, Ambrian will acquire an interest 
   in Cimentos de Beira Limitada ("CdB"), which is engaged in the development 
   of a clinker grinding and cement packing operation in Beira, Mozambique 
   with an expected installed capacity of 110 tonnes per hour or approximately 
   800,000 tons per annum. 
 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): 
 
   111,361,208 ordinary shares of GBP0.10 each of which 4,500,058 will 
   be held in treasury 
 
   Note: A total of up to 194,142,046 further ordinary shares may be 
   issued on conversion of convertible securities issued to CGM (for 
   distribution by CGM to CGM Shareholders) as consideration for the 
   Acquisition (such terms as defined in the Admission Document). 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 
   No capital to be raised on admission. 
 
   Market capitalisation was GBP12.25 million as at close of business 
   on 12 March 2015. 
 
   Assuming all additional ordinary shares referred to above are issued 
   in consideration for the Acquisition, the implied market capitalisation 
   is GBP33.61 million (based on the Ambrian share price at close of 
   business on 12 March 2015). 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   38.69% 
 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: 
 
   N/A 
 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): 
 
 Existing Directors       Kevin John Lyon               Chairman * 
                          John Michael Coles            Chief Financial Officer 
                          Roger Francis Clegg           Chief Operating Officer 
                          Edward Hammond Rivers         Non-Executive Director 
                           Marlow 
                          Nicolas Francois Marie        Non-Executive Director 
                           Rouveyre 
 
 Proposed Directors       Robert Fredrik Martin         Chairman ** 
                           Adair 
                          Jean-Pierre Conrad            Chief Executive Officer ** 
 
                                                        (* Non-Executive Director 
                                                         effective from Completion) 
                                                        (** Effective from Completion) 
 
 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): 
 
 Significant Shareholders prior to Admission 
 
 Name                                         Number of Shares      % of Issued Share Capital 
 CGM Schweiz                                        31,941,354                         29.89% 
 Kestrel Opportunities                              14,119,485                         13.21% 
 Charles Davies                                     13,461,599                         12.60% 
 Ambrian Capital PLC Trustees                        6,259,036                          5.86% 
 Church House Investments                            5,000,000                          4.68% 
 Fidelity Investments                                4,491,423                          4.20% 
 
 Significant Shareholders following Admission 
 
 Name                                         Number of Shares      % of Issued Share Capital 
 Kestrel Opportunities                              14,119,485                         13.21% 
 Charles Davies                                     13,461,599                         12.60% 
 CGM Schweiz                                         9,584,466                          8.97% 
 Cael Engineering Limited                            7,925,409                          7.42% 
 Nicolas Rouveyre                                    7,925,409                          7.42% 
 Ambrian Capital PLC Trustees                        6,259,046                          5.86% 
 Jean-Pierre Conrad                                  5,106,070                          4.78% 
 Church House Investments                            5,000,000                          4.68% 
 Fidelity Investments                                4,491,423                          4.20% 
 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   N/A 
 (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: 
 
              (i) 31 December 
              (ii) 30 June 2014 
              (iii) 30 June 2015 (annual report for the 12 months ended 31 December 
              2014) 
              30 September 2015 (half-yearly report for the 6 months ended 30 
              June 2015) 
              30 June 2016 (annual report for the 12 months ended 31 December 
              2015) 
 EXPECTED ADMISSION DATE: 
 
   25 March 2015 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Cenkos Securities plc 
   66 Hanover Street 
   Edinburgh EH2 1EL 
 NAME AND ADDRESS OF BROKER: 
 
   Cenkos Securities plc 
   66 Hanover Street 
   Edinburgh EH2 1EL 
 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: 
 
   www.ambrian.com 
 
   The Admission Document contains full details about Ambrian plc and 
   its securities. 
 DATE OF NOTIFICATION: 
 
   16 March 2015 
 NEW/ UPDATE: 
 
   Update 
 
 

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