Amara Mining PLC SCHEME OF ARRANGEMENT BECOMES EFFECTIVE (5034V)

TIDMAMA

RNS Number : 5034V

Amara Mining PLC

18 April 2016

18 April 2016 AIM:AMA

Amara Mining plc

("Amara" or the "Company")

RECOMMENDED COMBINATION

OF

PERSEUS MINING LIMITED

AND

AMARA MINING PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Amara is pleased to announce that the Scheme to effect the acquisition by Perseus of the entire issued and to be issued ordinary share capital of Amara has become Effective in accordance with its terms, following the sanction of the Scheme by the High Court of Justice in England and Wales on 15 April 2016 and the delivery of the sanction Court order to the Registrar of Companies earlier today. Accordingly, the Combination has been completed and Amara has become a wholly--owned subsidiary of Perseus.

Under the terms of the Scheme, Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 15 April 2016 will receive 0.68 New Perseus Shares and 0.34 Warrants for each Scheme Share held, subject to rounding for fractional entitlements. Perseus has made applications to the ASX and TSX for the New Perseus Shares to be admitted to trading and such admission is expected to occur on 21 April 2016. It is expected that statements of entitlements will be despatched to Scheme Shareholders before 2 May 2016.

Dealings in Amara Shares on AIM were suspended with effect from 7.30 a.m. (London time) this morning. It is expected that cancellation of the admission of Amara Shares to trading on AIM will take effect on 22 April 2016.

All of the directors of Amara, other than John McGloin and Pete Gardner, resigned from their positions as directors of Amara upon the Scheme becoming Effective. Amara has agreed with John McGloin and Pete Gardner that they will remain as directors of the Company until two business days after the cancellation of admission of the Company's shares to trading on AIM, at which stage their resignations will also become effective. Jeffrey Quartermaine and Colin Carson will be appointed as directors of Amara at 5.00 p.m. on the day upon which the admission of the Company's shares to trading on AIM is cancelled.

Unless otherwise stated, capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document that was posted to Amara Shareholders on 18 March 2016.

For more information please contact:

 
  Amara Mining plc 
    John McGloin, Chairman and Chief 
    Executive Officer 
    Pete Gardner, Finance Director 
    Katharine Sutton, Head of Investor      [phone] 
    Relations                                1420 
   BMO Capital Markets (Financial 
    Adviser to Amara) 
    Jeffrey Couch, Managing Director 
    Gary Mattan, Managing Director          [phone] 
    Tom Rider, Director                      1010 
   Peel Hunt LLP 
    (Nominated Adviser & Broker to 
    Amara) 
    Matthew Armitt                          [phone] 
    Ross Allister                            8900 
   CTF Communications 
    (Media Relations)                       [phone] 
    James MacFarlane                         6455 
 
   Perseus Mining Limited                    [phone] 
    Jeff Quartermaine, Managing Director     1700 
    and Chief Executive Officer Nathan       +61 (0) 420 
    Ryan, Investor Relations                 582 887 
   Arlington Group Asset Management 
    Limited (Financial Adviser to 
    Perseus)                                [phone] 
    Richard Greenfield                       5016 
 
  Further information 
  BMO Capital Markets, which is authorised and regulated 
  in the UK by the Financial Conduct Authority, is 
  acting exclusively for Amara and no one else in connection 
  with the Combination and will not be responsible 
  to any person other than Amara for providing the 
  protections afforded to clients of BMO Capital Markets 
  or for providing advice in connection with the Combination 
  or any other matter referred to herein. 
  Peel Hunt LLP, which is authorised and regulated 
  in the UK by the Financial Conduct Authority, is 
  acting exclusively for Amara and no one else in connection 
  with the Combination and will not be responsible 
  to any person other than Amara for providing the 
  protections afforded to clients of Peel Hunt LLP 
  or for providing advice in connection with the Combination 
  or any other matter referred to herein. 
  Arlington Group Asset Management Limited, which is 
  authorised and regulated in the UK by the Financial 
  Conduct Authority, is acting exclusively for Perseus 
  and no one else in connection with the Combination 
  and will not be responsible to any person other than 
  Perseus for providing the protections afforded to 
  clients of Arlington or for providing advice in connection 
  with the Combination or any other matter referred 
  to herein. 
  This announcement is provided for informational purposes 
  only and does not constitute an offer to sell, or 
  an invitation to subscribe for, purchase or exchange, 
  any securities or the solicitation of any vote or 
  approval in any jurisdiction, nor shall there be 
  any sale, issuance, exchange or transfer of the securities 
  referred to in this document in any jurisdiction 
  in contravention of applicable law. This announcement 
  does not constitute a prospectus or a prospectus 
  equivalent document. 
  Please be aware that addresses, electronic addresses 
  and certain other information provided by Amara Shareholders, 
  persons with information rights and other relevant 
  persons in connection with the receipt of communications 
  from Amara may be provided to Perseus during the 
  offer period as required under Section 4 of Appendix 
  4 of the Code. 
  Overseas jurisdictions 
  The availability of the New Perseus Shares and the 
  Warrants in, and the release, publication or distribution 
  of this announcement in or into, jurisdictions other 
  than the United Kingdom may be restricted by law 
  and therefore persons into whose possession this 
  announcement comes who are not resident in the United 
  Kingdom should inform themselves about, and observe 
  any applicable restrictions. Amara Shareholders who 
  are in any doubt regarding such matters should consult 
  an appropriate independent adviser in their relevant 
  jurisdiction without delay. Any failure to comply 
  with such restrictions may constitute a violation 
  of the securities laws of any such jurisdiction. 
  This announcement has been prepared for the purposes 
  of complying with English law and the Code and the 
  information disclosed may not be the same as that 
  which would have been disclosed if this announcement 
  had been prepared in accordance with the laws of 
  jurisdictions outside the United Kingdom. 
  Overseas shareholders 
  The release, publication or distribution of this 
  announcement in certain jurisdictions may be restricted 
  by law. Persons who are not resident in the United 
  Kingdom or who are subject to the laws of any jurisdiction 
  other than the United Kingdom should inform themselves 
  of, and observe, any applicable requirements. Any 
  failure to comply with the restrictions may constitute 
  a violation of the securities laws of any such jurisdiction. 
  This announcement does not constitute an offer or 
  an invitation to purchase or subscribe for any securities 
  or a solicitation of an offer to buy any securities 
  pursuant to this announcement or otherwise in any 
  jurisdiction in which such offer or solicitation 
  is unlawful. This announcement has been prepared 
  for the purposes of complying with the laws of England 
  and Wales, applicable Australian and Canadian securities 
  laws and the Code and the information disclosed may 
  not be the same as that which would have been disclosed 
  if this announcement had been prepared in accordance 
  with the laws of any jurisdiction outside England 
  and Wales. 
  The availability of the Combination, the New Perseus 
  Shares and the Warrants to Amara Shareholders who 
  are not resident in the United Kingdom may be affected 
  by the laws of the relevant jurisdiction in which 
  they are located or of which they are resident. Persons 
  who are not resident in the United Kingdom should 
  inform themselves of, and observe, any applicable 
  requirements. 
  Unless otherwise determined by Perseus or required 
  by the Code, and permitted by applicable law and 
  regulation, the Combination will not be made available, 
  directly or indirectly, in, into or from a Restricted 
  Jurisdiction where to do so would violate the laws 
  in that jurisdiction and no person may vote in favour 
  of the Combination by any such use, means, instrumentality 
  or form within a Restricted Jurisdiction or any other 
  jurisdiction if to do so would constitute a violation 
  of the laws of that jurisdiction. Accordingly, copies 
  of this announcement and all documents relating to 
  the Combination are not being, and must not be, directly 
  or indirectly, mailed or otherwise forwarded, distributed 
  or sent in, into or from a Restricted Jurisdiction 
  where to do so would violate the laws in that jurisdiction, 
  and persons receiving this announcement and all documents 
  relating to the Combination (including custodians, 
  nominees and trustees) must not mail or otherwise 
  distribute or send them in, into or from such jurisdictions 
  where to do so would violate the laws in that jurisdiction. 
  Any failure to comply with the restrictions of a 
  Restricted Jurisdiction may constitute a violation 
  of the securities laws of any such jurisdiction. 
  To the fullest extent permitted by applicable law, 
  Amara and Perseus disclaim any responsibility or 
  liability for the violation of such restrictions 
  by any person. The Combination (unless otherwise 

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April 18, 2016 05:54 ET (09:54 GMT)

  permitted by applicable law and regulation) will 
  not be made, directly or indirectly, in or into, 
  or by the use of the mails, or by any means of instrumentality 
  (including without limitation, telephonically or 
  electronically) of interstate or foreign commerce 
  of, or any facilities of a national securities exchange 
  of any Restricted Jurisdiction, and the Combination 
  will not be capable of acceptance from or within 
  any Restricted Jurisdiction. 
  Further details in relation to overseas Amara Shareholders 
  are contained in the Scheme Document. Neither the 
  New Perseus Shares nor the Warrants have been, and 
  will not be, registered under the US Securities Act 
  1933, as amended (the "US Securities Act") or the 
  securities laws of any state, district or other jurisdiction 
  of the United States and the relevant clearances 
  have not been, and will not be, obtained from the 
  securities commission or similar regulatory authority 
  of any province or territory of Canada. The Combination 
  is not being made in any US state or other jurisdiction 
  where it is not legally permitted to do so. Accordingly, 
  such securities may not be offered, sold, resold, 
  delivered or distributed, directly or indirectly, 
  in or into such jurisdictions or any other jurisdiction 
  if to do so would constitute a violation of relevant 
  laws of, or require registration thereof in, such 
  jurisdiction (except pursuant to an exemption, if 
  available, from any applicable registration or prospectus 
  requirements or otherwise in compliance with all 
  applicable laws). 
  Perseus and Amara intend to rely on an exemption 
  from the registration requirements of the US Securities 
  Act provided by Section 3(a)(10) thereof in connection 
  with the consummation of the Combination and the 
  issuance of New Perseus Shares and the Warrants. 
  Amara Shareholders (whether or not US persons) who 
  are or will be affiliates (within the meaning of 
  the US Securities Act) of Amara or Perseus prior 
  to, or of Perseus after, the Effective Date will 
  be subject to certain US transfer restrictions relating 
  to the New Perseus Shares and the Warrants received 
  pursuant to the Scheme. For the purposes of qualifying 
  for the exemption from the registration requirements 
  of the US Securities Act afforded by Section 3(a)(10), 
  Amara will advise the Court that its sanctioning 
  of the Scheme will be relied upon by Perseus as an 
  approval of the Scheme following a hearing on its 
  fairness to Amara Shareholders. 
  US shareholders should note that the Combination 
  is made for the securities of an English company 
  in accordance with the laws of England and Wales 
  and the AIM Rules for Companies published by the 
  London Stock Exchange. The Combination is subject 
  to disclosure requirements of England and Wales that 
  are different from those of the United States and 
  Canada. 
  The receipt of New Perseus Shares and the Warrants 
  pursuant to the Combination by a US Amara Shareholder 
  may be a taxable transaction for US federal income 
  tax purposes and under applicable state and local, 
  as well as foreign and other, tax laws. Each Amara 
  Shareholder is urged to consult his independent professional 
  adviser immediately regarding the tax consequences 
  of the Combination. 
  It may be difficult for you to enforce your rights 
  and any claim you may have arising under US federal 
  securities laws or Canadian securities laws, since 
  Perseus is located in Australia and most of its officers 
  and directors are residents of Australia. You may 
  not be able to sue Perseus or its officers or directors 
  in Australia for violations of the US or Canadian 
  securities laws. It may be difficult to compel Perseus 
  and its affiliates to subject themselves to a US 
  or Canadian court's judgment. 
  You should be aware that Perseus may purchase securities 
  otherwise than under the Combination, such as in 
  open market or privately negotiated purchases. 
  None of the securities referred to in this announcement 
  have been approved or disapproved by the SEC, any 
  state securities commission in the United States 
  or any other US regulatory authority, nor have such 
  authorities passed upon or determined the adequacy 
  or accuracy of the information contained in this 
  announcement. Any representation to the contrary 
  is a criminal offence in the United States. 
  Dealing Disclosure requirements 
  Under Rule 8.3(a) of the Code, any person who is 
  interested in 1 per cent. or more of any class of 
  relevant securities of an offeree company or of any 
  securities exchange offeror (being any offeror other 
  than an offeror in respect of which it has been announced 
  that its offer is, or is likely to be, solely in 
  cash) must make an Opening Position Disclosure following 
  the commencement of the offer period and, if later, 
  following the announcement in which any securities 
  exchange offeror is first identified. An Opening 
  Position Disclosure must contain details of the person's 
  interests and short positions in, and rights to subscribe 
  for, any relevant securities of each of (i) the offeree 
  company and (ii) any securities exchange offeror(s). 
  An Opening Position Disclosure by a person to whom 
  Rule 8.3(a) applies must be made by no later than 
  3.30 pm (London time (GMT)) on the 10th business 
  day following the commencement of the offer period 
  and, if appropriate, by no later than 3.30 pm (London 
  time (GMT)) on the 10th business day following the 
  announcement in which any securities exchange offeror 
  is first identified. Relevant persons who deal in 
  the relevant securities of the offeree company or 
  of a securities exchange offeror prior to the deadline 
  for making an Opening Position Disclosure must instead 
  make a Dealing Disclosure. 
  Under Rule 8.3(b) of the Code, any person who is, 
  or becomes, interested in 1 per cent. or more of 
  any class of relevant securities of the offeree company 
  or of any securities exchange offeror must make a 
  Dealing Disclosure if the person deals in any relevant 
  securities of the offeree company or of any securities 
  exchange offeror. A Dealing Disclosure must contain 
  details of the dealing concerned and of the person's 
  interests and short positions in, and rights to subscribe 
  for, any relevant securities of each of (i) the offeree 
  company and (ii) any securities exchange offeror, 
  save to the extent that these details have previously 
  been disclosed under Rule 8. A Dealing Disclosure 
  by a person to whom Rule 8.3(b) applies must be made 
  by no later than 3.30 pm (London time (GMT)) on the 
  business day following the date of the relevant dealing. 
  If two or more persons act together pursuant to an 
  agreement or understanding, whether formal or informal, 
  to acquire or control an interest in relevant securities 
  of an offeree company or a securities exchange offeror, 
  they will be deemed to be a single person for the 
  purpose of Rule 8.3. 
  Opening Position Disclosures must also be made by 
  the offeree company and by any offeror and Dealing 
  Disclosures must also be made by the offeree company, 
  by any offeror and by any persons acting in concert 
  with any of them (see Rules 8.1, 8.2 and 8.4). 
  Details of the offeree and offeror companies in respect 
  of whose relevant securities Opening Position Disclosures 
  and Dealing Disclosures must be made can be found 
  in the Disclosure Table on the Takeover Panel's website 
  at http://www.thetakeoverpanel.org.uk, including 
  details of the number of relevant securities in issue, 
  when the offer period commenced and when any offeror 
  was first identified. You should contact the Panel's 
  Market Surveillance Unit on [phone] if 
  you are in any doubt as to whether you are required 
  to make an Opening Position Disclosure or a Dealing 
  Disclosure. 
  Publication of this Announcement 
  Pursuant to Rule 26.1 of the Code, a copy of this 
  announcement will, subject to certain restrictions, 
  be available for inspection on Amara's website at 
  www.amaramining.com and Perseus's website at www.perseusmining.com 
  no later than 12 noon (London time (BST)) on the 
  day following this announcement. The contents of 
  the websites referred to in this announcement are 
  not incorporated into, and do not form part of, this 
  announcement. 
  Amara Shareholders may request a hard copy of this 
  announcement by contacting the Head of Investor Relations, 
  Katharine Sutton, during business hours on +44 207 
  398 1420 or by submitting a request in writing to 
  Katharine Sutton, Amara Mining plc, 29-30 Cornhill, 
  London EC3V 3NF or by email to [e-mail]. 
  Amara Shareholders may also request that all future 
  documents, announcements and information to be sent 
  to them in relation to the Offer should be in hard 
  copy form. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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