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Real-Time news about Fluormin (London Stock Exchange): 0 recent articles
|dreggspicker: Time table as said in the rns;
Fluormin PLC Recommended Acquisition by Vanoil Energy Ltd
RNS Number : 9502A
26 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR immediate release 26 March 2013
Vanoil Energy ltd ("Vanoil")
FLUORMIN plc ("FLUORMIN" or the "COMPANY")
(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)
- The boards of Vanoil and Fluormin announce that they have reached agreement on the terms of a recommended share for share offer to be made by Vanoil for the entire issued and to be issued share capital of Fluormin (the "Acquisition"). In addition, the Company announces that it has entered into an Implementation Agreement with Vanoil. It is intended that the Acquisition will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
- Under the terms of the Scheme, Fluormin Shareholders will be entitled to receive:
-- 0.806 New Vanoil Shares,
-- 0.572 New C$1 Vanoil Warrants and
-- 0.116 New C$0.75 Vanoil Warrants
for every Fluormin share held
- Based on the Vanoil share price of C$0.45 on 14 March 2013, being the last Business Day prior to the commencement of the Offer Period, the issued share capital of Fluormin, as Acquisition consideration, is deemed to be approximately GBP14.3m. The consideration comprising the New C$1 Vanoil Warrants and the New C$0.75 Warrants has been determined using the Black Scholes methodology
- Based on the abovementioned GBP14.3m, each Fluormin share equates to 25.7 pence, representing a premium of approximately 31.8 per cent.
- Mr James Passin is non-executive Chairman of both the Company and Vanoil. Mr Passin is also a principal of Firebird Management LLC, which through its funds Firebird Global Master Fund Ltd and Firebird Global Master Fund II Ltd is a substantial shareholder of both the Company and Vanoil. Entering into the Implementation Agreement with Vanoil (the "Agreement") is therefore classified as a related party transaction, as defined under the AIM Rules for Companies. The Independent Directors, being Mark Bolton, Albert C Gourley, Jeffrey Kofsky, Sean Murray, Muriel Dube and Brian Kiernan, consider, having consulted with its nominated adviser, Westhouse Securities Limited, that the terms of the Agreement are fair and reasonable insofar as its shareholders are concerned.
- Vanoil and Fluormin have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of in aggregate 7,914,404 Fluormin Shares, representing approximately 14.17 per cent. of the issued share capital of Fluormin as at the date of this announcement. Further details of the irrevocable undertakings are set out in Appendix II to this announcement.
- The Independent Directors intend to unanimously recommend that Fluormin Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as those Fluormin Directors holding Fluormin Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Fluormin Shares, amounting to, in aggregate, 2,033,335 Fluormin Shares, representing approximately 3.64 per cent. of the issued share capital of Fluormin at the date of this announcement.
- The Independent Directors intend to make their recommendation on the understanding that all conditions to the Agreement, as set out in Appendix I to this announcement and in the Scheme Document, are or will be satisfied prior to the Scheme becoming Effective, including Vanoil's indirect subsidiary, Avana Petroleum Kenya Limited entering into a transfer agreement with Dominion Petroleum Kenya Limited in relation to the assignment to Avana Petroleum Kenya Limited of a 10 per cent. interest in Kenyan off shore exploration Block L9.
- The Acquisition will be subject to the approval of Fluormin Shareholders and to the satisfaction or waiver of the other Conditions and certain further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document.
- Subject to satisfaction of the Conditions, the Scheme is expected to become effective on 17 May 2013. The Scheme Document setting out further details of the Scheme, the expected timetable and the procedure to be followed is expected to be dispatched to Fluormin Shareholders on 28 March 2013.
- The Acquisition will be considered by Fluormin Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Fluormin Shareholders entitled to vote and present and voting at the Court Meeting, either in person or by proxy, and representing at least 75% in value of the Fluormin Shares voted. In addition, a resolution concerning certain matters necessary to implement the Scheme and approve the related Capital Reduction must be passed by 75% of votes cast by Fluormin Shareholders present and voting at the General Meeting.
- In the event that Fluormin Shareholders vote in favour of the Scheme, Fluormin Shares are expected to be cancelled from trading on AIM on 20 May 2013.
- Following completion of the Scheme, there will be a market for the Ordinary Shares of the enlarged Group on the TSX-V but Shareholders will not be able trade Shares on the AIM market after the Cancellation Date. Shareholders who do not wish to hold shares in the Enlarged Group can seek to sell their shares in the market ahead of the Scheme becoming Effective.
This summary should be read in conjunction with the full text of the following announcement including the Appendices to this announcement. The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II contains details of the irrevocable undertakings given to Vanoil and Fluormin. Appendix III sets out the sources and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.
Vanoil Energy Ltd +1 604 689 1515,
Malcom Burke / Don Padgett
+44 (0) 20 7034
Fluormin plc 7150,
Mark Bolton, Chief Executive Officer
Westhouse Securities (financial adviser, nominated adviser +44 (0) 20 7601
& broker to Fluormin) 6100,
Expected timetable of principal events
Event Time and/or date(1)
Scheme Document posted to Shareholders 28 March
Latest time for receipt of Blue Form of 11.00 a.m. on 15 April(2)
Proxy (or appointing proxies via CREST)
for the Court Meeting
Latest time for receipt of White Form of 11.10 a.m. on 15 April
Proxy (or appointing proxies via CREST)
for the General Meeting
Scheme Voting Record Time 6.00 p.m. on 15 April(3)
Court Meeting 11.00 a.m. on 17 April
General Meeting 11.10 a.m. on 17 April(4)
The following dates are subject to change; please see note (5) below
Last day of dealings in, and for registration 16 May
of transfers of, Fluormin Shares
Scheme Record Time 6.00 p.m. on 16 May
Suspension of Fluormin Shares from trading 7.30 a.m. on 17 May
Court Hearing to sanction the Scheme 17 May
Effective Date of the Scheme 17 May
New Vanoil Shares and New Vanoil Warrants 20 May
Cancellation of Fluormin Shares from trading 7.30 a.m. on 20 May
New Vanoil Shares listed on the TSX-V by 8.00 a.m. (EST)
on 20 May
Commencement of dealings in New Vanoil by 8.00 (EST) a.m.
Shares on the TSX-V on 20 May
Vanoil DCIs credited to CREST accounts By 8.00 (EST) a.m.
(in respect of Scheme Shares held in uncertificated on 21 May
Latest date for despatch of statements 31 May
of entitlement in respect of the New Vanoil
Shares and warrant certificates in respect
of the New Vanoil Warrants by|
|dreggspicker: Question is.............................;;;;
Lets hope the share price does not get this in the morning...........................
Sorry all, I am just playing with photobucket............
Sweet dreams all.....|
|bam bam rubble: Based on the two week average price of 40c its almost a share-exchange at parity
10,000 FLOR shares (£2,100 if bought at 21p)
=8,060 VanOil shares (£2,100 worth@40c) +1,160 warrants exercisable@75c
As VanOil has risen strongly this week, up 40% (pumped to help get this deal away perhaps) looks like it will go through at a premium. However I would expect the post-merger company to see poor share price performance (most do post-merger), say ending the year at 20c, equivalent to 10.5p FLOR|
|dropside: The right decision for the business, if not the short term share price. Fixes the cash position in the business while they continue exploring Valley and other areas (re todays RNS) for better grades. Tough decision to make, the market was never going to like it, but the right call.|
|bam bam rubble: Shareholders were better off if the cash received last year from Glencore for the Maghreb assets would have been returned via a one-off dividend before quietly de-listing.
The proceeds were equivalent to 3.52p old price (88p per share new price) based on 180m shares as of July 2010 - the cutoff date before they started placing shares to buy into Sallies etc. Instead the share price now sits at 27p (1.08p old price) having wasted funds on a tired late-life mine with poor grade and low recovery which may need tens of millions thrown at it to come good. As a result this now has to rise 225% just to give shareholders the same return they would have got from the Maghreb asset disposal.|
|dropside: dreggs, I think someone bought just after me on Thursday, otherwise it was just you and me buying, dunno if we can push the price back up to 50p lol!
Seriously though, I am not a trader and have no idea where the price might go in the short term. I have followed this company since the earlier Maghreb days and just know this is a huge potential company for the current price, a real value investment. I don't want to sell much else to raise cash for FLOR but if the FLOR price were to fall back I would..
Don't live in Derbyshire but still Midlands, in Worcestershire. Would be good to have a pint, could be, if we both make it there, after the next AGM to celebrate our great success!
Your last sentence is interesting, and I agree,there would be no benefit in continuing in a loss making venture and I wouldn't see Passin wearing it.|
|howdlep: red to blue.
2012 could be a huge year for FLOR. They are a cash cow, have made plant efficiency improvements, which will be visable in future production updates, and have a war chest for acquisitions. Compare the old MMS share price with tiday's FLOR price and you are absolutely right. The market has not yet noticed FLOR, but that will change with successive news releases.
The low free float will simply ensure that the re rating will be so much quicker, but you have to be holding before RNS' are released. That is because it is so hard to get a decent line of stock.|
The share price was very strong yesterday on what appeared to be lowish volume. Yes the free float is low and it is therefore very difficult to buy any line of stock > than the normal market size (NMS), but the mm's were moving up the share price on nearly every buy. My impression during the day was that a buy order was being worked through the system. However, the 50k trade was reported before the bell today, with a time of around 4.25pm, so it was either filled (worked) during the course of the day or the buyer got the price shown when the trade was requested. Either way, I feel it was a buy as the 50k had no impact on the share price if it was a sell.
Trades are delayed by one hour, sometimes, two hours, when the qty is 6 x the NMS. See http://uk.advfn.com/Help/trade-types-1549.html
Sometimes a market maker will part fill a buy order and quote you a price, but then will fill the rest of it over the day. When that is offered to you, they are short of stock and you have a really good idea that the share price is really going to move north.
Hope that helps a little. I am sure dreggs will add to what I have said.|
Fluormin aims to become major mover in fluorspar market
Mon 11:28 am by Ian Lyall
Fluormin owns the Witkop mine in South Africa, as well as a 20 per cent stake in Kenya Fluorspar
Very few people will have heard of fluorspar, fewer still will understand its importance in the modern world.
However it is all around us. The mineral, also known as calcium fluoride, is used in the manufacture of aluminium, to produce Teflon that coats non-stick pans and to create the fluorocarbons used in fridges and freezers.
It provides the fluorine found in toothpaste and is even a critical ingredient in the anti-depressant Prozac.
The dynamics of the fluorspar market are interesting and changing all the time.
China is the biggest producer, but output that used to be exported is increasingly being consumed domestically by manufacturers.
Indeed, analysts predict the People's Republic may even become a net importer in the next five years.
The rise in the value of acid grade fluorspar in the past two years reflects this changing supply and demand profile as it has gone from US$200 a tonne to above US$600.
It has edged back a little to stabilise around US$500 as the global recovery has foundered.
It is against this backdrop that AIM-listed Fluormin (LON:FLOR) is developing its business with the intention of becoming a major mover in the market for fluorspar.
Formerly called Maghreb Minerals, its focus was lead and zinc mining until the sale of those assets to Glencore over the summer.
Fluormin is now the embodiment of a strategy put together by the American hedge fund Firebird, which has spotted an opportunity in the fluorspar market.
Major shareholder Firebird is hoping to emulate the success it had in uranium where it bought companies, private and quoted, as well as positions in the physical material itself.
It was one of the first to spot that uranium stockpiles were being depleted and demand was outstripping supply.
As we have seen, the same dynamic is at work in the fluorspar market.
Annually around 5.5 million tonnes are produced. However the majority of that goes directly to chemical companies that own the mines.
It means only around 850,000 tonnes of acid grade fluorspar is traded openly on the market.
It is worth saying here that there are two forms of saleable fluorspar Acidspar, which accounts for the majority of global production, and lower-grade Metspar. Flourmin produces the former.
It owns the Witkop mine in South Africa, as well as a 20 per cent stake in Kenya Fluorspar (KFC), and has a trading arm.
Its trading operation is a crucial part of the business as it helps the group understand better current and annual requirements of its customer base.
Eventually it should allow Fluormin to become a price leader in what is an opaque market.
It is a strategy used to good effect already by Glencore, the big daddy of the commodity world, which combines its production and trading expertise to great effect.
Sallies (including the Witkop mine) and KFC are all part of Fluormin's business acquired from Firebird in an all-paper transaction, which gives the hedge fund a 66 per cent interest of Fluormin.
Fluormin now has around 63 per cent of Sallies, which is still clinging to a weak listing on the JSE, and is in the process of "squeezing out" the minority investors in that company.
Steady state production from Witkop is expected to be 140,000 tonnes of Fluorspar a year. However, output is likely to be closer to 70,000 tonnes in 2011, according to the broker Westhouse Securities.
Through Witkop, KFC and its FluorOne trading operation, led by Jeffrey Kofsky, Fluormin has exposure to 350,000 tonnes of the total 850,000 tonnes of fluorspar freely available on the open market.
This is already a powerful market position. However the plan is to strengthen it further by acquisition, according to joint chief executive Al Gourley.
He wants to take advantage of this rising demand, particularly from the emerging BRIC nations, voracious consumers of cars and white goods that require fluorine.
And of course supply is constrained with only five major projects potentially coming on stream in the next few years.
Finance has been a problem for projects targeting a commodity that has traditionally been low margin and cannot be hedged.
However the economics are changing decisively in Fluormin's favour. At US$450 a tonne the company will achieve a 30 per cent operating margin and generate around US$20 million annually in cash, according to Westhouse.
An obvious first move in the consolidation game would be to take full control KFC.
After all KFC is on the lower portion of the cost curve at US$150 a tonne, while Witkop is at the upper end at more than US$300.
"KFC is a natural opportunity for us to grow," says Gourley. "What we are trying to build is a horizontal player in what has been a vertical integration play.
"In terms of acquisitions there is only a small handful. One has to be persistent and have access to capital."
One of its other potential sources of growth arose from its transition from Maghreb to Fluormin and its disposition of two former base metal mines in Tunisia to the base metals arm to Glencore.
In the transaction, it negotiated a potentially very lucrative deal, which entitles it to the fluorspar by-product from the mines at the incremental cost of producing it (which is expected to be nil or very minimal).
Gourley explains: "Our own scoping study suggested originally that we would produce approximately 20,000 tonnes (of fluorspar).
"We don't doubt that Glencore will double or triple the mining rate because it is Glencore.
"So it is largely down to exploration as Glencore needs to double or triple the resource to justify the mining rate.
"Finger crossed. If they succeed it could be a very valuable asset to us in a few years' time."
The past two weeks has seen the share price jump by 50 per cent as the penny has finally begun to drop with investors.
The managerial talent is there. Gourley, a lawyer by trade, has a background in fundraising and mergers & acquisitions, while co-CEO Mark Bolton brings big mining company experience from First Quantum Minerals. Kofsky, the marketing director, has two decades as a fluorspar trader.
And, as we have seen, the market opportunity is significant.
Even after the recent spike, the current 60 pence share price singularly fails to reflect the value of the business today, let alone its potential.
City firm Westhouse Securities values the Sallies business at US$102 million, or 118 pence a share. "The company's fundamentals suggest that it is hugely undervalued at current prices," says analyst David Navas.
Gourley adds: "I think when the world normalises, when the European crisis is behind us, when GDP growth returns, I think we could see a dramatic spike in the fluorspar price.
"I think the next 18 months should be exciting for the company and we will likely see, as with rare earth minerals, more and more investors coming to understand fluorspar and the investment opportunity."|
|howdlep: This was the Minesite article back in March. Well worth another read. The key to the company is that it is now a PRODUCER and not an explorer:-
March 24, 2011
MAGHREB Minerals Will Shortly Relist As Aim's First Fluorspar Producer, At A Time When The Price Of Fluorspar Is Rising.
By Charles Wyatt
By the time MAGHREB MINERALS gets its listing back in the second quarter of this year it will be a very different animal.
Towards the end of last year, agreement was reached for it to acquire a controlling interest in Sallies Ltd, which is a leading fluorspar company listed on the Johannesburg stock exchange, and which owns the Witkop and Buffalo fluorspar mines in South Africa. At the same time, MAGHREB also agreed to acquire a strategic 20 per cent shareholding in Kenya Fluorspar Company which owns a mine of that name at Kimwarer in Kenya. Together the two deals were judged to constitute a reverse takeover under AIM rules, hence the suspension of trading in the shares and the long drawn out paper trail to complete the deals and produce a new admission document.
The only people smiling at the end of all that will be the corporate team at Westhouse Securities. Management at MAGHREB will be facing the long haul of introducing the new MAGHREB to shareholders and marketing it to a new audience.
It was back in 2010 that Richard Linnell, chairman at the time, announced that the company was going to become involved in fluorspar, but it was Firebird Management out of New York, already a major shareholder in MAGHREB, which stitched the deals together. Firebird manages nine funds focused on emerging markets throughout the world, and its investors are institutions and high worth investors from North America, Europe and Asia. Two of its funds held 66.9 per cent of Sallies' shares and MAGHREB already had 11.4 per cent, so this combined holding will go up to 78.3 per cent once it has paid the consideration - 335.6 million of its own shares. At the same time MAGHREB is also committed to raising £10 million by a placing and to persuading its shareholders to agree to all the proposals put in front of them.
In addition MAGHREB has conditionally agreed to buy from Firebird its holdings in Sallies debentures and this will cost it a further 134.7 million shares. The directors of MAGHREB must be very keen on getting involved in fluorspar, but they have every reason to be. It is one of those minerals that everyone has heard of, but few know much about. It is used in steel production to remove impurities, in the manufacture of glass and cooking equipment, and instead of glass in high performance camera and magnifying lenses. Most important of all it is used in the semi-conductor industry, which uses fluorite optical elements.
The Chinese effectively control the market, and until recently prices were since there has been a surplus. That has all changed now, as the Chinese introduced export quotas and tarrifs in 2008 and the latest news is that prices for Chinese chemical grade fluorspar have risen sharply over the past few weeks as a result of strong international and domestic demand and a lack of stocks. The actual rise in price is from between US$300 and US$320 tonne up to between US$350 and US$400 a tonne based on contracts with users. The reason for the range is that there is no terminal market, and hence no spot price. But Mexican fluorspar prices are mirroring this move, with acidspar filtercake rising from between US$290 and US$320 per tonne at the end of 2010 to the current US$350 to US$370 per tonne.
Not a bad time for MAGHREB to get on board, and to be adding the Kenya project to the South African ones. Again, it is Firebird which is selling its stake in Kenya Fluorspar to MAGHREB. The price has been agreed at 100.3 million shares with a further 15.8 million MAGHREB shares due for Firebird's holding of KFC (no, not Kentucky Fried Chicken) debentures. The share capital of MAGHREB is going to be monumental at the end of this deal so nobody should be surprised if there is some consolidation in the admission document, and possibly a new name.
The new name would signal beyond doubt that MAGHREB had become a very different animal. Not only that, but it will become the fluorspar arm of Firebird, and to that end Nick Davidoff took over as chairman in January. He is an employee of Firebird and chairman of Sallies as well as a director of Kenya Fluorspar, and under his leadership MAGHREB should have no problem in raising the £10 million required in this multi-deal transformation of the company. The only other fluorspar company listed on Aim is Patrick Cheetham's Tertiary Minerals which has the Storuman project in Sweden. Tertiary's share price has done very well since January following some very encouraging drilling results, but it is still at the exploration stage. Sallies has been back in production at the Witkop mine since last month.
MAGHREB's chief executive Dunbar Dales flew back into London on Thursday afternoon, and once back on the ground was able to provide a bit more detail on Witkop. As part of due diligence for the acquisition he crawled all over the plant at the end of last year and came to the conclusion that a number of improvements were needed before it could be restarted. Modifications had to be made to the mill, and the primary crusher was in a bad state. But it has now been refurbished and is initially treating a stockpile built up last year, while mining gets underway. The Buffalo mine is still on care and maintenance and will remain so until the new team recruited by Dunbar is fully satisfied with operations at Witkop. Meanwhile he was also delighted to confirm that production will recommence at Kenya Fluorspar next week in time to catch the rising price of the mineral. Altogether he sounded a happy man, but whether he will remain so after a few days spent drafting the various documents required before the deals can be completed and the shares relisted is another matter.
New shareholder base, including the INCREASED Firebird Fund stake (55% to 65%):-
Fluormin share price data is direct from the London Stock Exchange