Ambrian PLC Further Update on Merger (3509I)

TIDMAMBR

RNS Number : 3509I

Ambrian PLC

24 March 2015

Ambrian plc

("Ambrian" or the "Company")

Further update on Merger with Consolidated General Minerals (Schweiz) AG

On 17 February 2015, Ambrian announced that it had entered into a conditional agreement relating to the merger (the "Swiss Entities Merger") of Ambrian's Swiss subsidiary, Ambrian Metals Limited, with Consolidated General Minerals (Schweiz) AG ("CGM Schweiz"), the Swiss subsidiary of Consolidated General Minerals plc ("CGM"), and the subsequent acquisition by Ambrian of the shareholding of CGM in the merged Swiss entity, together with all the indebtedness of the CGM Schweiz Group owed to CGM (the "Acquisition"). As previously announced, the Acquisition and the Swiss Entities Merger have been approved by shareholders of both Ambrian and CGM.

Further information about the Acquisition and the Swiss Entities Merger is set out in full in the AIM Admission document dated 17 February 2015 published by Ambrian (the "Admission Document"), which is available on Ambrian's website at www.ambrian.com. Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Admission Document unless the context requires otherwise.

Ambrian announced on 16 March 2015, certain of these conditions precedent to the Acquisition and the Swiss Entities Merger were outstanding. Since that date, very good progress has been made and the boards of both Ambrian and CGM are confident that these outstanding conditions precedent will be satisfied imminently. However, as conclusion of these conditions precedent is to some extent reliant on third parties, the boards of both Ambrian and CGM have decided to extend by a further two days the anticipated timetable set out in the Admission Document (as subsequently revised by the announcement on 16 March 2015).

Accordingly, it is now expected that the Acquisition and the Swiss Entities Merger will complete on 26 March 2015, and that re-admission of the 111,361,208 Existing Issued Ordinary Shares to trading on AIM ("Re-Admission") will occur at 8.00 a.m. on the day following Completion, which is now expected to take place on 27 March 2015. Further announcements will be made in due course.

As previously announced, pursuant to Resolution no. 1 passed at the General Meeting, the nominal value of an Ordinary Share has been reduced from GBP0.10 to GBP0.01 by sub-dividing each Ordinary Share of GBP0.10 into one ordinary share of GBP0.01 and one deferred share of GBP0.09. However, the Existing Issued Ordinary Shares will continue to be marked by the London Stock Exchange as having a nominal value of GBP0.10 each pending the cancellation of trading in such shares on AIM (now expected to take place at 6.00 p.m. on 26 March 2015) prior to Re-Admission at 8.00 a.m. the following morning.

For further information, please contact:-

 
 Ambrian plc 
 Roger Clegg, COO                 [phone] 
 John Coles, FD 
 
 Consolidated General Minerals 
  plc 
 Robert Adair, Chairman           [phone] 
 Jean-Pierre Conrad, CEO          + 41 79 601 51 59 
 
 Cenkos Securities plc 
 Neil McDonald                    [phone] 
 Nick Tulloch                     [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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