Zanaga Iron Ore Company Ltd PDMR Dealing and Share Transfer (3148B)

TIDMZIOC

RNS Number : 3148B

Zanaga Iron Ore Company Ltd

03 April 2017

Zanaga Iron Ore Company Limited

("ZIOC" or the "Company") (AIM:ZIOC)

PDMR Dealing and Share Transfer

The Company has been advised by Garbet Limited ("Garbet") that it has transferred its entire holding of 115,671,186 ordinary shares in the Company representing 41.49% of the Company's entire issued share capital to its shareholders and the underlying shareholders of its parent, Strata Limited ("Transfer").

The Transfer was effected in two stages. In the first stage, 108,965,710 ordinary shares representing 39.09% of the Company's entire issued share capital were transferred to Strata Limited ("Strata") and 6,705,476 ordinary shares representing 2.4% of the Company's entire issued share capital to other shareholders in Garbet. In the second stage, Strata transferred the shares it received to its shareholders.

As a result of the Transfer, Garbet ceased to hold any shares in the Company; Strata ceased to hold the shares of the Company transferred to it and the following persons acquired an interest in shares representing 3% or more of the Company's entire issued share capital:

 
 Name                   Number of shares   % 
---------------------  -----------------  ------ 
 Salamanca Trustees 
  (Jersey) Ltd 
  (YR)                  13,629,127         4.89 
---------------------  -----------------  ------ 
 Leganes Limited        12,513,469         4.49% 
---------------------  -----------------  ------ 
 Artemis Trust 
  Limited (Hardwick)    11,916,534         4.27% 
---------------------  -----------------  ------ 
 AI Holdings Limited    8,706,621          3.12% 
---------------------  -----------------  ------ 
 

Michael Haworth, a non-executive director of the Company, is indirectly interested in 13,629,127 ordinary shares, representing 4.89% of the issued share capital of the Company by virtue of his interest as a potential beneficiary in Salamanca Trustees (Jersey) Ltd (YR).

During the course of the two stage transfer process, Strata acquired and then immediately disposed of an interest in shares representing 39.09% of the voting rights of the Company. Regulation 33 of the Company's articles of association provides that, in circumstances where a person acquires interests in Shares which carry 30% or more of the voting rights of the Company, the Board shall be entitled, but not obliged, to require such person to make a mandatory general offer for all the ordinary shares in the Company not held by such person ("Mandatory Offer"). At meeting of the board of the Company (the "Board"), the Directors (with Michael Haworth recusing himself) carefully considered this matter. In view of the nature and purpose of the Transfer, the Board decided that it would not be appropriate to require Strata to make a Mandatory Offer in connection with the Transfer provided that the Transfer in two stages was fully implemented. Accordingly, the Board informed Garbet and Strata of such decision before Garbet decided to proceed with the Transfer.

As a result of the Transfer, Garbet is no longer a shareholder in the Company and therefore no longer has the right to appoint two non-executive directors to the Board of the Company and no longer has certain other information rights in each case pursuant to the relationship agreement between Garbet, Guava Minerals Limited ("Guava") and the Company dated 16 November 2010 (the "Relationship Agreement"). None of the current Directors was appointed by Garbet in exercise of its right to appoint a director under the Relationship Agreement.

Simultaneously with the loss by Garbet of its right to appoint non-executive directors under the Relationship Agreement, Guava irrevocably waived its rights to appoint one of the two directors to the Board it is entitled to appoint pursuant to the Relationship Agreement such that it only retains the right to appoint one director. As at the date of this announcement, none of the current Directors has been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement. Guava has also confirmed to the Company that it will not exercise its rights to appoint a non-executive director unless there are at the time of such appointment at least four directors who have not been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement.

Director/PDMR Dealing - Further information

The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transactions as described at the beginning of this announcement.

 
 1.   Details of PDMR / person closely associated 
       (PCA) 
---  ------------------------------------------------------------- 
 a)   Name                     Michael Haworth 
---  -----------------------  ------------------------------------ 
 2.   Reason for the notification 
---  ------------------------------------------------------------- 
 a)   Position / status        Non-executive director 
---  -----------------------  ------------------------------------ 
 b)   Initial notification     Initial notification 
       / amendment 
---  -----------------------  ------------------------------------ 
 3.   Details of the issuer, emission allowance 
       market participant, auction platform, 
       auctioneer or auction monitor 
---  ------------------------------------------------------------- 
 a)   Full name of             Zanaga Iron Ore Company Limited 
       the entity 
---  -----------------------  ------------------------------------ 
 b)   LEI                      21380085XNXEX6NL6L23 
---  -----------------------  ------------------------------------ 
 4.   Details of the transaction(s) 
---  ------------------------------------------------------------- 
 a)   Description              Ordinary Shares 
       of the financial 
       instrument 
       Identification 
       Code 
---  -----------------------  ------------------------------------ 
 b)   Nature of the            Michael Haworth was indirectly 
       transaction              interested in 115,671,186 
                                shares held by Garbet Limited. 
                                6,705,476 of these shares 
                                were transferred by Garbet 
                                to the shareholders of Garbet 
                                Limited (other than Strata 
                                Limited) and 108,965,710 
                                of these shares were transferred 
                                by Garbet to its parent, 
                                Strata Limited. In turn, 
                                Strata Limited transferred 
                                these shares to its preference 
                                shareholders, including 13,629,127 
                                shares to a discretionary 
                                trust of which Michael Haworth 
                                is a potential beneficiary. 
---  -----------------------  ------------------------------------ 
 c)   Currency                 N/A 
---  -----------------------  ------------------------------------ 
 d)   Price(s) and             Garbet distributed the shares 
       volume(s)                to its shareholders. Strata 
                                transferred shares to its 
                                shareholders in consideration 
                                for the surrender of preference 
                                shares in Strata held by 
                                them. 
---  -----------------------  ------------------------------------ 
 e)   Aggregated information    115,671,186 shares (disposal 
       Aggregated volume         by Garbet Limited) 
       Price                     13,629,127 (acquisition by 
                                 Salamanca Trustees (Jersey) 
                                 Ltd (YR) 
                                 N/A 
---  -----------------------  ------------------------------------ 
 f)   Date of the              2 April 2017 
       transaction 
---  -----------------------  ------------------------------------ 
 g)   Place of the             Outside of a trading venue 
       transaction 
---  -----------------------  ------------------------------------ 
 

For further information, please contact:

Zanaga Iron Ore

   Corporate Development and                        Andrew Trahar 
   Investor Relations Manager                           [phone] 

Liberum Capital Limited

   Nominated Adviser, Financial                      Neil Elliot and Richard Crawley 

Adviser and Corporate Broker

[phone]

Bell Pottinger

   Financial PR                                                          Marianna Bowes 

[phone]

About us:

Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner of 50% less one share in the Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville) through its joint venture partnership with Glencore. The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa and has the potential to become a world-class iron ore producer.

Inside Information

The information contained in this announcement is inside information. If you have any queries on this, then please contact Andrew Trahar, the Corporate Development and Investor Relations Manager of the Company (responsible for arranging release of this announcement) on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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April 03, 2017 03:12 ET (07:12 GMT)