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|tibrahim: LETTER FROM THE CHAIRMAN
CHIAN RESOURCES PLC
(Registered in England and Wales with company number 53525-12)
Directors: Registered Office:
Anthony Peter Baryon, Chairman and Executive Director 30 Farringdon Street
Jeremy Dowler. Non-Executive Director London
9th November 2006
PROPOSED CHANGE OF NAME, PROPOSED SHARE CONSOLIDATION AND NOTICE OF EGM
As you may be aware, trading in the Company's Existing Ordinary Shares on AIM was cancelled on 3 October 2006, as the Company did not effect a reverse take-over transaction (in accordance with Rule 14 of the AIM Rules) by 3 October 2006 as required by the London Stock Exchange. At the date of cancellation, the Board was in active negotiations with the Vendors for the acquisition of Horizon and I am pleased to announce that the Company has now agreed to acquire the entire issued share capital of Horizon from the Vendors (further details of the Acquisition are set out below). Please also refer to the information sheet accompanying this notice of meeting.
Following completion of the Acquisition and (if approved by the Board) the raising of additional working capital it is currently proposed that the entire issued share capital of the Company be admitted to trading on AIM.
I am writing to provide you with further information on the Acquisition and to explain the background to and reasons for the change of name and share consolidation resolutions to he proposed at the forthcoming Extraordinary General Meeting of the Company on 4 December 2006. The notice of the meeting is set out at the end of this document.
2 BACKGROUND TO AND REASONS FOR PROPOSED CHANGE OF NAME
On 11 October 2006, the Company agreed to acquire the entire issued share capital of Horizon from the Vendors subject to terms of the Acquisition Agreement. Through its subsidiaries. Horizon holds, among other things, a lease of, and a licence to extract coal from, the Unity Coal Mine in the South Wales Coalfield UK.
The principal terms of the Acquisition Agreement are as follows:
(a) The Company has agreed to acquire the entire issued share capital of Horizon for a total consideration of £22,000,000 to be satisfied by the issue of 110,000,000 Consideration Shares to the Vendors at 20 pence per share:
(b) Completion of the Acquisition is conditional on, among other things the passing of the Share Consolidation Resolution and all EGM Resolutions required to implement the Acquisition Agreement and to raise Sufficient funds for the development of the Unity Mine. And
(c) the Acquisition Agreement contains standard warranties given by the Vendors in respect of Horizon.
Following completion of the Acquisition. the Company's proposed business strategy will he the re-opening production and further development of the Unity CoalMine, and review of other possible acquisitions. The Directors will review the best process by which to raise the funds for the development of the Unity Mine which may be by a placement of New Ordinary Shares or other agreement that the Directors believe is in the best interests of shareholders.
The Company is proposing to change its name from "Chian Resources plc" to "Unity Power plc" to reflect its new focus on the power sector and the Unity Coal Mine.
3 BACKGROUND TO AND REASONS FOR THE PROPOSED SHARE CONSOLIDATION
The Board believes that it would be appropriate to effect a 1 for 10 consolidation of the Company's Existing Ordinary Shares, renew its authority to allot relevant securities up to an aggregate nominal amount of £2,500,000 and to allot such relevant securities as if statutory pre-emption rights did not apply to any such allotment.
"The Board considers that it is desirable to consolidate the Existing Ordinary Shares as this should assist in reducing the volatility in the Company's share price, enabling a more consistent valuation of the Company. With shares of low denominations and the levels of trading, small absolute movements in the share price can represent large percentage movements resulting in volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price, to the detriment of Shareholders.
4 DETAILS OF THE PROPOSED SHARE CONSOLIDATION
Upon implementation of the Share Consolidation. Shareholders on the register of members of the Company at the close of business on the Record Date, which is expected to be 4 December 2006, will exchange 10 Existing Ordinary Shares for 1 New Ordinary Share and so on in proportion for any other number of Existing Ordinary Shares then held. The proportion of the issued ordinary share capital of the Company held by_ each Shareholder following the Share Consolidation will, save for fractional entitlements, be unchanged.
Apart from the change in nominal value, the New Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.
No Shareholder will be entitled to a fraction of a New Ordinary Share and where, as a result of the consolidation of Existing Ordinary Shares described above, any Shareholder would otherwise be entitled to a fraction only of a New Ordinary Share in respect of their holding of Existing Ordinary Shares at the Record Date (a "Fractional Shareholder"), such fractions shall be aggregated with the fractions of New Ordinary Shares to which other Fractional Shareholders of the Company may be entitled so as to form full New Ordinary Shares and sold. This means that any such Fractional Shareholder will not have a resultant proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Any Shareholder not holding a number of Existing Ordinary Shares which is exactly divisible by 10 on the Record Date will be entitled to receive part of the proceeds of this sale in respect of his fractional entitlement.
The Directors will be authorised to sell New Ordinary Shares arising from fractional shareholdings on behalf of Fractional Shareholders as soon as reasonably practicable following the passing of the Share Consolidation Resolution for the best price then reasonably available for those shares.
However, in accordance with the Share Consolidation Resolution, cash proceeds of less than £1 will not be distributed to Fractional Shareholders but will be retained for the benefit of the Company. In view of the current share price. The Directors do not consider it likely that the due proportion of the proceeds of the sale of any fractional entitlements to be paid to the Fractional Shareholders concerned will be £ 1 or more.
It is intended that, prior to the Record Date, the Company shall issue to the Chairman such number (not to exceed 9) of new Existing Ordinary Shares as are required to increase the issued share capital of the Company on the Record Date to a number divisible by 10. These shares will be issued at £0.0125 per share being their mid-market value on 31 March 2006. The date that trading in the Existing Ordinary Shares on AIM was suspended.
If you hold a share certificate in respect of your Existing Ordinary Shares in the Company. Your certificate will no longer be valid from the time that the proposed Share Consolidation becomes effective. If you hold 10 or more Existing Ordinary Shares on the Record Date you will be sent a new share certificate evidencing the New Ordinary Shares to which you are entitled under the Share Consolidation. Such certificates are expected to be dispatched no later than 11 December 2006 by first class post at the risk of the Shareholder. Upon receipt of the new certificate, you should destroy any old certificates. Pending the dispatch of the new certificates, transfers of certificates New Ordinary Shares will be certified against the Company's share register.
If you hold your Existing Ordinary Shares in uncertificated form you should expect to have your CREST account credited with the New Ordinary Shares to which you are entitled on implementation of the Share Consolidation on 5th December 2006 or as soon as practicable after the Share Consolidation becomes effective. Please note that although trading in the Company's Existing Ordinary Shares on AIM has been cancelled, you may continue to hold your Existing Ordinary Shares and, following the Share Consolidation, your New Ordinary Shares in uncertificated form through CREST.
Any movies payable to Shareholders in respect of the sale (on behalf of Fractional Shareholders) of New Ordinary Shares arising out of the Share Consolidation will be paid by cheque to the Shareholders entitled thereto (at such Shareholder's risk) and such cheques are expected to be dispatched by no later than 11 December 2006. In the case of Shareholders who hold shares in an uncertificated form, any cash entitlements will be either dispatched by means of CREST by the procurance of the creation of an assured payment obligation in favour of the Shareholder's payment bank. In accordance with the CREST assured payment arrangements or (if for any reason the Company wishes to do so) by cheque (at such Shareholder's risk) in the manner described above. All cash payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank and dispatched by second class post.
The following statements are intended only as a general guide to the current tax position under UK taxation law and practice. They relate only to certain limited aspects of the UK tax position of Shareholders who are the beneficial owners of Existing Ordinary Shares and who are resident or (in the case of individuals) ordinarily resident in the UK for tax purposes and who hold their shares in the Company beneficially as an investment (and not as securities to be realised in the course of a trade). The following is not, and is not intended to be, an exhaustive summary of the tax consequences of acquiring, holding and disposing of Existing Ordinary Shares or New Ordinary Shares. A Shareholder who is in any doubt as to his or her tax position or is subject to tax in any jurisdiction other than the UK should consult his or her duly authorised professional adviser without delay.
The proposed Share Consolidation should constitute a reorganisation of the Company's share capital for the purposes of section 126 of the Taxation of Chargeable Gains Act 1992. For the purposes of UK taxation of chargeable gains to the extent that you receive New Ordinary Shares under the proposed Share Consolidation. You should not be treated as making a disposal of any of your existing Ordinary Shares or an acquisition of New Ordinary Shares. The New Ordinary Shares will be treated as the same asset as, and as having been acquired at the same time and for the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive.
Any entitlements to fractions of New Ordinary Shares arising as a result of the Share Consolidation will be consolidated and sold on behalf of the Shareholders entitled to the same.
If you hold fewer than 10 Existing Ordinary Shares at the time the proposed Share Consolidation takes effect and accordingly you only receive cash under the proposed Share Consolidation as a result of this sale. You will be treated as having disposed of such Existing Ordinary Shares. As a result you may depending on your individual circumstances realise a chargeable gain or an allowable loss for tax purposes.
If and to the extent that you receive cash and New Ordinary Shares under the proposed Share Consolidation as a result of the sale of factional entitlements, you may, under the current practice of HM Revenue and Customs, treat the cash received as a deduction from any base cost you may have in your Existing Ordinary Shares (and, accordingly. the New Ordinary Shares held after the proposed Share Consolidation) rather than as consideration for a disposal of the Existing Ordinary Shares held representing such fractional entitlement.
7 BACKGROUND TO AND REASONS FOR RENEWING AUTHORITY TO ALLOT AND DISPLAYING PRE-EMPTION RIGHTS
The Board will he renewing its authority to allot relevant securities up to an aggregate nominal amount of £2,500,000 to provide for, inter alia, the allotment of the Consideration Shares and if required the placement of
New ordinary Shares to raise funds for the development of the Unity Mine.
Pie Board « ill he renewing its authority to allot relevant securities as if statutory pre-emption rights did not apply 10 any such allotment to provide for inter alia, the allotment of New Ordinary Shares if required to raise
fund for the development of the Unity Mine.
8 OTHER MATTERS
Following the holding of the Annual General Meeting on the 17 July 2006 the accounts for the period ended 30 June 2006 have now been audited and a copy is enclosed herewith.
Please note that, following the date on which the 30 June 2006 accounts were signed off, there have been a number of developments. The proposed fundraising referred to in the 30 June 2006 accounts for the development of Unity Mine has not been finalised and the amount of funds to be raised (if any) and the nature of any fundraising remain subject to further consideration and approval by the Board. In this regard, the Board is also investigating whether it may be possible to complete the Acquisition without the requirement for the fundraising referred to in the 30 June 2006 accounts.
Whilst it remains the Board's current intention to seek the admission of the entire issued share capital of the Company to trading on AIM, the structure, timing and decision to apply for admission remain subject to further consideration and approval by the Board.
Resolutions will be proposed at the EGM to adopt the accounts and re-appoint the auditors UHY Hacker Young.
9 EXTRAORDINARY GENERAL MEETING
In order to approve the Acquisition, to give effect to the Share Consolidation- to adopt the accounts for the year ended 30 June 2006, to re-appoint the auditors SHY Hacker Young, to renew the authority to allot relevant securities up to an aggregate nominal amount of £2,500,000, to renew the authority to allot relevant securities as it statutory pre-emption rights did not apply to any such allotment and to change the name of the Company to "Unity Power plc" (the -'Proposals"), the EGG Resolutions need to be approved by Shareholders in general meeting.
You will therefore find set out at the end of this document a notice convening the Extraordinary General Meeting to be held at the offices of Sportier Wrier Halberstam LL, at 30 Farringdon Street, London ECU 4HJ at 10 am on 4 December 2006 at which the EGG Resolutions set out in the notice of meeting will be proposed.
To be passed, the EGG Resolutions required to approve the Acquisition, to give effect to the Share Consolidation and to renew the Board's authority to allot relevant securities up to an aggregate nominal amount of £2,500,000 require a majority voting in person or on a poll in favour. The EOM Resolutions required to enable the Board to allot relevant securities as if statutory pre-emption rights did not apply to any such allotment and to change the name of the Company to "Unity Power plc" require a majority of not less than three-quarters of those voting in person or on a poll in favour
10. ACTION TO BE TAKEN
A Form of Proxy is enclosed for use by Shareholders at the Extraordinary General Meeting. If you are a Shareholder you are requested to complete, sign and return the Form of Proxy, whether or not you intend to be present at the meeting, and return it to Computershare Investor Services PLC_ PO Box 82, The Pavilions. Bridgwater Road, Bristol BSI 7NH by no later than 10 am on 26 2 December 2006. The completion and return of a Form of Proxy will not prevent you from attending the meeting and voting in person should you subsequently wish to do so.
The Directors consider that the Proposals are in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the EGM Resolutions being proposed at the Extraordinary General Meeting, as they intend to do or procure to be done in respect of their own and their connected persons' beneficial holding.
Anthony Baryon Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Circular posted to Shareholders 9 November 2006 Latest time and date for receipt of Forms of Proxy 10 am on 2 December 2006 Extraordinary General Meeting 10 am on 4 December 2006 Record Date for the Share Consolidation Close of business on 5 December 2006 Expected date on which CREST accounts are to be credited 5 December 2006 Expected date by which definitive new share certificates are to be despatched 11 December 2006.
CHIAN RESOURCES PLC
Extraordinary General Meeting of the Company to be held at 10 am on 4 December 2006
Resolution 1 To acquire the entire issued share capital of Horizon Mining Limited
Resolution 2 To empower the directors to allot relevant securities pursuant to Section 80
of the Companies Act 1985
Resolution 3 To receive and adopt the accounts for the period ended 30 June 2006
Resolution 4 To re-appoint SHY Hacker Young as auditors
Resolution 5 To consolidate the existing shares into new shares.
Resolution 6 To dis-apply the pre-emption rights contained in Section 89(1) of the
Companies Act 1585.
Resolution 7 To change the name of the company to Unity Power plc|
Chian Resources share price data is direct from the London Stock Exchange