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| Share Name | Share Symbol | Market | Stock Type |
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| Gma Resources | GMA | London | Ordinary Share |
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| 0.00 | 0.00% | 0.12 | 00:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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Posted at 07/2/2013 14:09 by sideshowbull CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: No capital to be raised. Anticipated market capitalisation at Admission, approximately GBP463,000 Anticipated market capitalisation following Contract Reinstatement and conversion of Loan Stock, approximately GBP41 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: At Admission: 27.6% Following Contract Reinstatement: 87.56% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: For discussion only: So what happens to GMA shares on 1 March.. 1. They divide by 500 and get renamed KEM. Whats happens to the share price of GMA? GMA does not exist any more now KEM and will have mkt cap of £463k " Anticipated market capitalisation at Admission, approximately GBP463,000 " So who gives a damn what NPV value you think they have it won't carry over.. GMA were bust before this, you think Berfolk are now going to give GMA a better deal as some morons inflated the SP? DYOR |
Posted at 06/2/2013 19:35 by sideshowbull I feel for the traders that bought into the hype - I think most of us old long termers were "bummed" so many times that we will never trust BOD ever again. I tried to warn but greed seemed to get in the way for most. GMA RESOURCES - GMA sideshowbull - 05 Feb 2013 - 07:56:05 - 2035 of 2184 So �40m float KEM / 148,320,720 = 26.96p per share. GMA will get 1:500 KEM shares so 26.96/500 = 0.05392 GMA money now.. Are my calcs correct? DYOR |
Posted at 06/2/2013 14:25 by sideshowbull As I see it:KEM will raise £40m by 148,320,720 new shares = 26.96p per share. GMA will receive 1,236,006 shares in KEM. @ 500 GMA becomes 1 KEM So KEM @26.96p you need to divide by 500 to get a GMA value -------------------- 26.96p /500 =0.0539p If KEM floats higher for whatever reason this could change Please check my calcs and DYOR |
Posted at 06/2/2013 14:06 by sideshowbull RNs Exactly as I said 1:500 - 0.81% of KEM which = 0.053p GMA DYOR Gma Resources PLC 06 February 2013 6 February 2013 GMA Resources plc ("GMA" or "the Company") Share price movement Further to the announcement on 4 February 2013 regarding the conditional agreement to acquire 90 per cent. of the participatory interests in the charter capital of Joint Venture Kazakh-Russian Mining Company LLP ("KRMC") and the lifting of the suspension of dealings in the Company's Ordinary Shares, the Company notes the significant volume of trading in its shares and the rise in its share price. Shareholders are reminded of the key parts of the Proposals: - The Company is proposing a capital reorganisation which will have the effect of converting 500 Existing Ordinary Shares into 1 New Ordinary Share; - The number of New Ordinary Shares in Issue at Admission will be 1,236,006, which represents the Existing Ordinary Shares in issue after the Capital Reorganisation is effective. The number of New Ordinary Shares at Admission will represent 0.81 per cent. of the New Ordinary Shares in issue following the Contract Reinstatement; - The Company is proposing to acquire 90 per cent. of the participatory interests in the charter capital of KRMC for a consideration of GBP40 million which will be satisfied through the issue of 148,320,720 B Shares by the Company. The Subsoil Use Contracts held by KRMC are presently suspended. Upon the Contract Reinstatement, the B Shares will automatically convert into New Ordinary Shares on a one-for-one basis; - Loan Stock Holders will be asked to approve at the relevant class meetings of Loan Stock Holders amendments to the terms of their loan stock such that their holdings automatically convert into New Ordinary Shares upon the Contract Reinstatement. A total of 2,472,011 New Ordinary Shares will be issued to the holders of Loan Stock upon the Contract Reinstatement, which will represent 1.63 per cent. of the New Ordinary Shares in issue following the Contract Reinstatement; - Upon the Contract Reinstatement, the Company will issue the Loan Stock Shares and the B Shares will automatically convert into New Ordinary Shares on a one-for-one basis and there will be 152,028,737 New Ordinary Shares in issue. It is expected that dealings in the Loan Stock Shares and the New Ordinary Shares arising from the conversion of the B Shares will commence on the next business day following the Contract Reinstatement; and - In the event that the Contract Reinstatement does not become effective on or before 31 May 2013, the Loan Stock Shares will not be issued and the B Shares will be converted into Deferred Shares. Furthermore, dealings in the New Ordinary Shares will be suspended on 3 June 2013, the Company will revert to being an investing company under Rule 15 of the AIM Rules and dealings in the New Ordinary Shares on AIM will be cancelled six months thereafter if the Company has not implemented its investing policy by that date. The definitions used in this announcement are the same as those used in the announcement issued on 4 February 2013. FURTHER ENQUIRIES |
Posted at 06/2/2013 08:47 by sideshowbull Yip - have emailed KC but no response yet.GMA are way to high for this KEM float simple math GMA will get 1.2m shares in KEM (148m total). so that gives a conversion rate of GMA will have 0.8% of KEM or KEM shares are 123 times what GMA are (148m /1.2m) so GMA cap now = £4.8m so that means KEM should be worth 4.8x 123= £592m Thats mid cap area! I really can't fig out whats up, but can't complain really! |
Posted at 04/2/2013 17:39 by sideshowbull 04 February 2013 AIM: GMA 4 February 2013 GMA Resources plc ("GMA" or the "Company") Admission document posted Further to the announcement made earlier today regarding the conditional agreement entered into by the Company to acquire 90 per cent. of the participatory interests in the charter capital of Joint Venture Kazakh-Russian Mining Company LLP ("the Proposed Acquisition"), the Company announces that the Admission Document relating to the Proposed Acquisition has been posted to shareholders and is available from the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2PX. The Admission Document will also be available from the Company's website (www.gmaresources.pl |
Posted at 04/2/2013 14:56 by rrogans Monday 04 February, 2013GMA Resources PLC Proposed Acquisition RNS Number : 0671X GMA Resources PLC 04 February 2013 Proposed acquisition of Joint Venture Kazakh-Russian Mining Company LLP, conversion of loan stock, capital reorganisation, board changes, change of name, notice of General Meeting, notice of class meetings of Loan Stock Holders and readmission to trading on AIM GMA Resources plc, announces that it has today entered into a conditional agreement to acquire 90 per cent. of the participatory interests in the charter capital of Joint Venture Kazakh-Russian Mining Company LLP ("KRMC"). Highlights · KRMC is party to two subsoil use contracts in respect of two molybdenum and tungsten deposits in northern Kazakhstan. The Drozhilovskoye molybdenum-tungsten deposit in Denisovski rayon of Kostanai oblast and the Smirnovskoe molybdenum-tungsten- · The consideration of £40 million will be satisfied through the issue of 148,320,720 B Shares by the Company to Lother Enterprises Limited (the "Vendor") or, at the Vendor's request, to Bergfolk Corporation, Strathland Enterprises Limited and Hanson Central European Fund LP. · The Subsoil Use Contracts are presently suspended. Upon the Contract Reinstatement, the B Shares will automatically convert into New Ordinary Shares on a one-for-one basis. · The proposed acquisition constitutes a reverse takeover under the AIM Rules. Shareholder approval to the acquisition and other matters is to be sought at a general meeting. Irrevocable undertakings have been received from holders of 27.6 per cent. of the Existing Issued Share Capital. · Loan Stock Holders will be asked to approve amendments to the terms of their loan stock such that their holdings automatically convert into New Ordinary Shares upon the Contract Reinstatement. The approval of Loan Stock Holders to these proposals is being sought at the relevant class meetings of Loan Stock Holders. Irrevocable undertakings have been received from holders of 83.9 per cent. and 96.6 per cent. of the First and Second Loan Stock, respectively. · Temporary suspension is expected to be lifted at 7.30 a.m. on 5 February 2013 following publication of the AIM Admission Document later today. Strategy · The Company intends, subject to financing, to commence a four stage process aimed at developing the Drozhilovskoye and Smirnovskoe deposits. · Success with either or both deposits is expected to be followed over the following two to three years by the completion of a bankable feasibility study (a "BFS") for a large-scale mining operation producing molybdenum and tungsten concentrates plus potential other by-products. · On completion of the BFS, the Company will review its strategic options: whether to finance and build an operating mine or to sell one or more deposits to another mine developer. Capital Reorganisation: · the effect of the Capital Reorganisation will be to convert every 500 Existing Ordinary Shares into one New Ordinary Share and one Deferred Share. Change of name · Upon Admission, the Company will change its name to Kemin Resources plc. Commenting on the transaction, Ralph Browning, Non-Executive Chairman of GMA Resources plc and proposed Non-Executive Director of Kemin Resources plc, said: "We are delighted to have agreed terms for a reverse takeover with a business owning potentially very substantial molybdenum and tungsten assets at an opportune time in the economic cycle. These assets have the potential to provide significant investment returns for longstanding supportive GMA bondholders and shareholders. I would like to thank everyone involved in this transaction and I look forward to working with the new Board to develop KRMC's assets." |
Posted at 14/11/2012 10:33 by rrogans AIM: GMA13 November 2012 GMA Resources plc ("GMA" or the "Company") Proposed amendments to the Loan Stock Instruments Class Meetings of Loan Stockholders On 17 April 2012, the Company announced that it had completed the sale of its interest in ENOR, the operator of the Amesmessa Gold Mine in Algeria, to its then partner Sonatrach for a nominal consideration. In accordance with Rule 15 of the AIM Rules, the Company was then classified as an investing company and is required to make an acquisition that constitutes a reverse takeover or otherwise to have substantially implemented its investing policy by 17 April 2013, which is the date falling twelve months from the date of the disposal. On 29 May 2012, the Company subsequently announced that it had signed a non-binding heads of terms with a third party to acquire a company which, if completed, would result in a reverse takeover under the AIM Rules. In conjunction with the heads of terms, the same parties have also signed a loan agreement under which the principal vendor has agreed to advance up to £400,000 on an unsecured basis to provide ongoing working capital for the Company to cover day-to-day costs and certain of the costs of the proposed Acquisition. Accordingly, the trading in the Ordinary Shares on AIM has been suspended pending publication of an Admission Document. The Board is pleased to report that the Acquisition is progressing well and that the Directors are fully committed to completing the Acquisition as soon as possible. Whilst the Directors had believed that the Acquisition would take place before the end of this year, it is now clear that the process will take longer than was first expected. The Directors believe that it is now likely that the Acquisition will complete in the first quarter of 2013. As at 30 June 2012, the Company had unaudited current liabilities of approximately £6.25 million and no assets. Furthermore, the maturity date of the Loan Stock is 31 December 2012. As it is unlikely that the Acquisition will have completed by this date and the Company will not have sufficient cash reserves to meet its payment obligations pursuant to the terms of the Loan Stock, it is proposed that the terms of the Loan Stock are amended as follows: · the maturity date of the Loan Stock be extended from 31 December 2012 to 31 December 2013; and · all interim interest payments be deferred until 31 December 2013, whereupon such interest payments that have accrued up to and including that date shall become immediately payable together with the outstanding principal amount. The Loan Stock comprises £4,650,000 nominal of First Loan Stock and £1,190,000 nominal of Second Loan Stock. Class Meetings The Directors have convened a Class Meeting of First Loan Stockholders which is to be held at the offices of SGH Martineau LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 7 December 2012 at 11.00 a.m. to consider and if thought fit to pass a Resolution to approve the variation of the terms of the First Loan Stock Instrument. The Resolution will be proposed as an extraordinary resolution and will require the approval of all of the First Loan Stockholders present or represented at the Class Meeting of First Loan Stockholders. The Resolution of the Class Meeting of First Loan Stockholders will also be conditional on the passing of the Resolution at the Class Meeting of the Second Loan Stockholders. The Directors have also convened a Class Meeting of Second Loan Stockholders which is to be held at the offices of SGH Martineau LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG on 7 December 2012 at 11.05 a.m. (or, if later, immediately following the Class Meeting of First Loan Stockholders) to consider and if thought fit to pass a Resolution to approve the variation of the terms of the Second Loan Stock Instrument. The Resolution will be proposed as an extraordinary resolution and will require the approval of 75 per cent. of the Second Loan Stockholders present or represented at the Class Meeting of Second Loan Stockholders. The Resolution of the Class Meeting of Second Loan Stockholders will also be conditional on the passing of the Resolution at the Class Meeting of the First Loan Stockholders. Loan Stockholders should be aware that it will have significant and material consequences to the Company's ability to carry on as a going concern, and therefore to complete the Acquisition, if the Resolutions to be proposed at the Class Meetings are not passed. A circular addressed to the Loan Stockholders and containing the notices of the above Class Meetings will be posted later today and will be available on the Company's website www.gmaresources.co. Enquiries: GMA Resources Plc Ken Crichton +20 (0)100766 6118 Merchant Securities Limited David Worlidge/Virginia Bull +44 (0) 20 7628 2200 |
Posted at 26/9/2012 06:10 by sideshowbull GMA Resources PLC Half Yearly Report Alert TIDMGMA RNS Number : 1437N Gma Resources PLC 26 September 2012 26 September 2012 AIM: GMA GMA RESOURCES Plc ("GMA" or "the Company") Half-Yearly Results for the six months ended 30 June 2012 Chairman's Statement - Profit attributable to GMA shareholders in the six months ended 30 June 2012 of GBP4.72 million (H1 2011: GBP2.66 million loss) arising primarily from the disposal of the Company's Algerian subsidiary Enterprise d'Exploitation des Mines d'Or Spa ("ENOR") for a nominal sum on 17 April 2012. - On 29 May 2012, the Company announced that it had signed a non-binding heads of agreement with a third party to acquire the Company which, if completed, would result in a reverse takeover under the AIM Rules. As a result, the Company's shares were suspended from trading on the AIM market on 29 May 2012. - In conjunction with the heads of agreement the same parties have also signed a loan agreement under which the vendor has agreed to advance up to GBP400,000 on an unsecured basis to provide on-going working capital for the Company to cover day-to-day costs and certain of the costs of the proposed reverse takeover transaction. - Interest of LIBOR plus 5% will accrue on the outstanding balance, payable on repayment of the loan, which will be on 27 May 2013 unless the directors of GMA withdraw from the transaction or breach certain covenants, whereupon the loan becomes repayable on demand. - For the purposes of concluding the proposed reverse takeover transaction Ken Crichton and I are the only remaining directors of the Company. - It is our belief that the counterparty with which GMA has signed the non-binding heads of agreement and loan agreement represents the best option available to protect and enhance GMA bond holders' and shareholders' interests. Ralph Browning Chairman 25 September 2012 Condensed consolidated statement of comprehensive income 6 months 6 months Year to to ended 30 June 30 June 31 December 2012 2011 2011 Note GBP'000 GBP'000 GBP'000 Unaudited Unaudited Audited Revenue - - - Cost of Sales - - - ---------- ---------- ------------ Gross (loss)/profit - - - Administration costs (1,298) (309) (872) Operating loss (1,298) (309) (872) Finance costs net (309) (129) 171 Exceptional gain on disposal 6,331 - - ---------- ---------- ------------ Profit/(loss) before income tax 4,724 (438) (701) Income tax expense - - - ---------- ---------- ------------ Profit/(loss) on continuing operations 4,724 (438) (701) Loss on discontinued operations - (4,274) (27,998) ---------- ---------- ------------ 4,724 (4,712) (28,699) Other comprehensive income: Exchange differences on translating foreign operations 1,039 (70) (1) ---------- ---------- ------------ Total comprehensive profit/(loss) for the year 5,763 (4,782) (28,700) ========== ========== ============ Profit/(loss) for the year attributable to: Equity holders of the parent undertaking 4,724 (2,660) (15,698) Minority interest - (2,052) (13,001) ---------- ---------- ------------ 4,724 (4,712) (28,699) ========== ========== ============ Total comprehensive profit/(loss) for the year attributable to: Equity holders of the parent undertaking 5,763 (2,730) (15,699) Minority interest - (2,052) (13,001) ---------- ---------- ------------ 5,763 (4,782) (28,700) ========== ========== ============ Earnings/(loss) per share - basic 5 Equity holders of the parent (0.45 undertaking 0.76p p) (2.62p) The disposal group (discontinued operations) - (0.38p) (2.50p) Continuing operations 0.76p (0.07p) (0.12p) ========== ========== ============ Condensed consolidated statement of financial position 30 June 30 June 31 December 2012 2011 2011 Note GBP'000 GBP'000 GBP'000 Unaudited Unaudited Audited ASSETS Non-current Intangible assets - 25 - Property, plant and - 32,719 - equipment ---------- ---------- ------------ Non-current assets - 32,744 - Current Inventories - 19,853 - Trade and other receivables - 5,096 - Cash and cash equivalents - 544 22 ---------- ---------- ------------ Current assets - 25,493 22 ---------- ---------- ------------ Total assets of continuing group - 58,237 22 Total assets of disposal group - - 37,288 Total assets - 58,237 37,310 ========== ========== ============ EQUITY Equity attributable to owners of the parent: Share capital 4 6,180 6,130 6,180 Share premium account 27,890 27,747 27,890 Share based payments reserve 360 362 340 Loan stock reserve 7 1,413 1,919 1,413 Currency translation reserve (602) (1,710) (1,641) Retained earnings (41,488) (31,530) (44,497) ---------- ---------- ------------ (6,247) 2,918 (10,315) Minority interest - 9,234 (1,715) ---------- ---------- ------------ Total equity (6,247) 12,152 (12,030) ---------- ---------- ------------ LIABILITIES Non-current Long-term borrowings - 9,290 - Long-term finance leases - 2,841 - Unsecured convertible - 5,782 - loan stock Non-current liabilities - 17,913 - ---------- ---------- ------------ Current Overdraft - 3,380 - Trade and other payables 477 17,819 260 Short-term borrowings - 3,748 - Short-term finance - 3,225 - leases Unsecured convertible loan stock 7 5,770 - 5,461 Current liabilities 6,247 28,172 5,721 ---------- ---------- ------------ Total liabilities of continuing group 6,247 46,085 5,721 Total liabilities of disposal group - - 43,619 ---------- ---------- ------------ Total liabilities 6,247 46,085 49,340 ---------- ---------- ------------ Total equity and liabilities - 58,237 37,310 ========== ========== ============ Condensed consolidated statement of changes in equity Share Share Share Loan Currency Retained Total Minority Total capital premium based stock translation earnings interest equity account payment reserve reserve reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 1 January 2011 5,584 27,405 254 1,534 (1,640) (28,870) 4,267 11,286 15,553 Issue of share capital 496 124 - - - - 620 - 620 Conversion of loan stock 50 218 - (79) - - 189 - 189 Loan note issue - - - 464 - - 464 - 464 Share based payment charges - - 108 - - - 108 - 108 -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Transactions with owners 546 342 108 385 - - 1,381 - 1,381 Loss for the period - - - - - (2,660) (2,660) (2,052) (4,712) Other comprehensive income: - - - - (70) - (70) - (70) -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Total comprehensive loss for the year - - - - (70) (2,660) (2,730) (2,052) (4,782) -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Balance at 30 June 2011 6,130 27,747 362 1,919 (1,710) (31,530) 2,918 9,234 12,152 Issue of share capital Conversion of loan stock 50 143 - (42) - - 151 - 151 Loan note issue - - - (464) - - (464) - (464) Lapsed options - - (71) - - 71 - - - Share based payment charges - - 49 - - - 49 - 49 -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Transactions with owners 50 143 (22) (506) - 71 (264) - (264) Loss for the period - - - - - (13,038) (13,038) (10,949) (23,987) Other comprehensive income: - - - - 69 - 69 - 69 -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Total comprehensive loss for the year - - - - 69 (13,038) (12,969) (10,949) (23,918) -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Balance at 31 December 2011 6,180 27,890 340 1,413 (1,641) (44,497) (10,315) (1,715) (12,030) Share based payment charges - - 20 - - 20 - 20 -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Transactions with owners - - 20 - - - 20 - 20 Profit for the period - - - - - 4,724 4,724 - 4,724 Other comprehensive income: Recycled foreign exchange on disposal of foreign operation - - - - 1,039 - 1,039 - 1,039 Total comprehensive profit for the year - - - - 1,039 4,724 5,763 - 5,763 Transfer of non controlling interest balance - - - - - (1,715) (1,715) 1,715 - -------- -------- -------- --------- ------------ ---------- ---------- ---------- ---------- Balance at 30 June 2012 6,180 27,890 360 1,413 (602) (41,488) (6,247) - (6,247) ======== ======== ======== ========= ============ ========== ========== ========== ========== Condensed consolidated cash flow statement 6 months 6 months Year ended to to 30 June 30 June 31 December 2012 2011 2011 Note GBP'000 GBP'000 GBP'000 Unaudited Unaudited Audited Operating activities Total comprehensive profit/(loss) 5,763 (4,782) (29,699) Adjustments for: Depreciation - 2,393 12,205 Amortisation - 5 10 Loss on disposal - - 9 Gain on disposal (6,331) - - Loss on renegotiation of loan notes - - 555 Exchange gain/(loss) on foreign operations - 281 (17) Share based payment 20 108 157 Interest (net) 309 674 274 Net changes in working capital: (Increase)/decrease in inventories - (975) 8,193 Increase in trade and other receivables - (878) 819 Increase/(decrease) in trade payables 217 2,561 5,442 Cash flows from operating activities (22) (613) (2,052) Investing activities Purchase of intangible assets - (22) (111) Purchase of property, - (1,358) - plant and equipment Cash flows from investing activities - (1,380) (111) Financing activities Net proceeds from issue of share capital - 810 620 Repayment of bank borrowings - (2,171) (5,856) Payments on finance lease - (82) (3,104) Interest paid on loan stock - (674) (274) Proceeds from bank borrowings - 1,086 10,611 ---------- ---------- ------------ Net cash from financing activities - (1,031) 1,997 ---------- ---------- ------------ Net decrease in cash and cash equivalents (22) (3,024) (166) Foreign exchange differences - 6 6 Cash and cash equivalents at beginning of period 22 182 182 ---------- ---------- ------------ Cash and cash equivalents at end of period 6 - (2,836) 22 ========== ========== ============ Notes to the condensed consolidated financial statements 1. Nature of operations and general information As a result of the disposal of ENOR spa on 17 April 2012 and the subsequent approval of the Company's investing policy at the general meeting of the Company held on 6 January 2012, the Company has been re-classified as an investing company in accordance with Rule 15 of the AIM Rules for Companies. As such it is obliged to make an acquisition(s) which constitutes a reverse takeover or otherwise have implemented its investing policy within 12 months from the date of the disposal, being 17 April 2013. GMA Resources plc is the Group's ultimate parent company. It is incorporated in England and has its registered office at One America Square, Crosswall, London EC3N 2SG and its business address at Tower Business Centre, Tower Street, Swatar, Malta. The Group operates from its business address. The shares of GMA Resources plc are quoted on the AIM market which is operated by the London Stock Exchange. 2. Basis of preparation These unaudited interim consolidated financial statements are for the six months ended 30 June 2012. They have been prepared based on the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2011. The financial information for the period ended 30 June 2012 set out in this interim report does not constitute statutory accounts as defined by the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2011 have been filed with the Registrar of Companies. The auditor's report on those financial statements was modified by the inclusion of an emphasis of matter and a disclaimer of opinion on the financial statements. The consolidated financial statements have been prepared under the historical cost convention except for financial instruments which have been measured at fair value. They are presented in UK Sterling and are rounded to the nearest thousand (GBP'000) except where otherwise noted. 3. Going concern On 4 May 2012, the Company announced that it had signed a non-binding heads of agreement with a third party to acquire the Company which, if completed, would result in a reverse takeover under the AIM Rules. In conjunction with the heads of agreement the same parties have also signed a loan agreement under which the vendor has agreed to advance up to GBP400,000 on an unsecured basis to provide on-going working capital for the Company to cover day-to-day costs and certain of the costs of the proposed reverse takeover transaction. The Company began drawing down the loan on 4 July 2012 and will continue to do so, on a monthly basis, in order to cover expenses. The accounts have been prepared on the going concern basis and do not include any adjustment that would result from the inability of the Group to raise additional funding if needed. 4. Share capital Number GBP'000s At 1 January 2011 558,402,894 5,584 Conversion of loan note 5,000,000 50 Issue of shares 49,600,000 496 ----------- -------- At 30 June 2011 613,002,894 6,130 Conversion of loan note 5,000,000 50 Issue of shares - - ----------- -------- At 31 December 2011 618,002,894 6,180 Conversion of loan note - - Issue of shares - - ----------- -------- At 30 June 2012 618,002,894 6,180 =========== ======== 5. Earnings/(loss) per share 6 months 6 months Year ended to to 30 June 30 June 31 December 2012 2011 2011 Profit/(loss) for the year attributable to the equity holders of the parent entity (GBP'000) 4,724 (2,660) (15,698) Loss for the year attributable to the disposal group (GBP'000) - (2,222) (14,997) Profit/(loss) for the year attributable to the continuing operations (GBP'000) 4,724 (438) (701) Weighted average number of shares ('000) 618,003 591,995 599,466 Earnings/(loss) per share attributable to the equity holders of the parent entity *0.76p (0.45p) (2.62p) Loss per share attributable to the disposal group - (0.38p) (2.50p) Earnings/(loss) per share attributable to the continuing operations *0.76p (0.07p) (0.12p) ======== ==================== The diluted loss per share does not differ from the basic loss per share as neither the exercise of share options, nor the conversion of the loan stock, would have the effect of reducing the loss per share and are therefore not dilutive under the terms of IAS 33. *The diluted earnings per share calculation involves the average share price for the period of account. The shares are currently suspended and so this information is not available. As a result, only the basic earnings per share measure is shown for the 6 months to 30 June 2012. 6. Cash and cash equivalents 6 months 6 months Year ended to to 30 June 30 June 31 December 2012 2011 2011 GBP'000 GBP'000 GBP'000 Cash at bank and in hand - 544 22 Bank overdraft - (3,380) - ---------- --------- ------------ - (2,836) 22 ==================== 7. Unsecured convertible loan stock The unsecured loan stock issued in 2011 and 2010 will mature in December 2012. The discounted amount of the liability for interest and principle carried in the balance sheet is split such that the equity element is GBP1.41 million and the debt element GBP5.77 million. 8. Dividend No dividend has been declared for the six month period ended 30 June 2012. 9. Events after the balance sheet date The Company began drawing down from the unsecured loan facility provided by the vendor on 4 July 2012. 10. Availability of the interim statements A copy of this announcement will be available at the Company's registered office (One America Square, Crosswall, London EC3N 2SG) 14 days from the date of this announcement and on its website - www.gmaresources.co. The Interim Results Report will also be made available on the website. Enquiries: Ken Crichton (Interim +20 (0)100766 GMA Resources Plc CEO) 6118 Merchant Securities +44 (0) 20 7628 Limited (Nomad) David Worlidge 2200 This information is provided by RNS The company news service from the London Stock Exchange END IR QELFLLKFFBBF Gma Resources (LSE:GMA) Historical Stock Chart 1 Year : From Sep 2011 to Sep 2012 |
Posted at 21/12/2011 07:10 by sideshowbull RNS Number : 3765U GMA Resources PLC 21 December 2011 AIM: GMA 21 December 2011 GMA Resources plc ("GMA" or the "Company") Proposed disposal of ENOR Spa and approval of investing policy On 7 December 2011, the Company announced that it was in discussions regarding the sale of its interest in ENOR to Sonatrach for a nominal consideration. The Company announces that it has now agreed in principle the terms of the disposal of its 52 per cent. interest in ENOR, the operator of the Amesmessa Gold Mine within the Tirek Amesmessa Concession in Algeria, to Sonatrach. Sonatrach is an Algerian government-owned company whose diversified operations cover a number of different resource sectors including, but not limited to, oil and gas and mining. Sonatrach currently holds the remaining 48 per cent. shareholding in ENOR. The reasons for the Disposal are set out below under the heading "Reasons for the Disposal". The ENOR Interest is the only trading asset of the Group, accounting for all of the Company's revenues in the year ended 31 December 2011. Consequently, the Disposal constitutes a fundamental change of business under Rule 15 of the AIM Rules and is therefore conditional on the approval of Shareholders. Accordingly, the necessary resolution will be put to Shareholders during a general meeting of the Company which has been convened for 10.00 a.m. on 6 January 2012. Proposed Principal Terms of the Disposal The Company has now agreed in principle with Sonatrach the proposed terms of the Disposal. Pursuant to the Disposal, GMA Australia will transfer the ENOR Interest to Sonatrach for one dinar. The Company anticipates that the Disposal will be effected by way of a formal transfer and settlement agreement to be entered into by the Company, GMA Australia, Sonatrach and ENOR. The transfer and settlement agreement will include the additional agreed terms relating to the Disposal: (a) the parties will agree to formally terminate the shareholders' agreement relating to ENOR; (b) GMA and GMA Australia will agree to comply with all Algerian laws and regulations in force relating to the withdrawal of its operations from Algeria; (c) GMA and GMA Australia will release ENOR and Sonatrach from any liability in relation to amounts owed to them by ENOR; and (d) Sonatrach and ENOR will release GMA and GMA Australia from any historic and future liabilities arising under the shareholders' agreement and any guarantees such companies may have previously provided. The parties are in the process of preparing the transfer and settlement agreement and it is envisaged that it will be executed shortly after the General Meeting. Reasons for the Disposal The grade of the mined ore at Amesmessa has fallen considerably since 2009 and the mining costs have risen due to an increasing strip ratio (increasing depth of mining). The revenue generated by the operation is unlikely to be sufficient to meet the obligations of ENOR, even taking into account current record gold prices. Extensive exploration, including more than 32,000 metres of drilling over the last 18 months, has not delineated any significant new or potential gold resources to give the Company confidence that this situation will improve or justify further investment in the future. GMA has invested in total over GBP33 million in ENOR and it cannot continue to sustain the financial burden of this loss making operation with no confidence that there is an economic justification to continue. As at 30 June 2011, the Company had principal and interest outstanding on the Loan Stock amounting to approximately GBP5.8 million, which is repayable on 31 December 2012 if it is not converted into Ordinary Shares before that date. As at 30 November 2011, the Company had cash in hand of GBP210,000 being the Company's only asset other than its investment in ENOR. In the light of the ongoing costs of running the Company estimated to be GBP45,000 per month and the negligible consideration being received by the Company on completion of the Disposal, the Company will be unable to repay the Loan Stock. Accordingly, on completion of the Disposal, the Directors intend to commence negotiations with the principal holders of the Loan Stock with the intention of making the Company more attractive to potential third parties that may wish to reverse their assets or company into the Company. Investing Policy Following the Disposal, GMA will have no trading activities and will therefore be classified as an investing company in accordance with Rule 15 of the AIM Rules. The Company will retain cash balances of approximately GBP110,000 after paying certain expenses relating to the Disposal. The Directors intend to seek to acquire another company or business in exchange for the issue of Ordinary Shares in a single transaction (a "reverse takeover"). The Directors' main investment criteria are that such a company should be: -- a business operating in the mining sector with operations principally in a developing country; -- one which requires little or no funding in excess of the cash resources available to the Company following the Disposal; and -- one whose growth prospects, if achieved, will be earnings enhancing for Shareholders. These criteria are not intended to be exhaustive. However, the Company may make an investment which does not fulfil all the investment criteria if the Directors believe that it is in the interests of Shareholders as a whole to proceed with such an investment. It is expected that, at least, the first acquisition by the Company will constitute a reverse takeover under the AIM Rules and will be conditional on the approval of Shareholders in general meeting and require the publication of an admission document. As a result of the proposed Disposal and in accordance with Rule 15 of the AIM Rules, the investing policy must be approved by Shareholders in general meeting and the Company must implement the investing policy within 12 months of its approval, otherwise trading in the Ordinary Shares on AIM will be suspended in accordance with Rule 40 of the AIM Rules. If following suspension of trading in the Ordinary Shares in accordance with Rule 40 of the AIM Rules, the Ordinary Shares have not been re-admitted to trading within six months, the admission of the Ordinary Shares to trading on AIM will be cancelled. Board Changes In conjunction with the adoption of a new investing policy, the Board will be seeking to minimise the cost of running the Company to make it more attractive to potential acquisition targets. As part of the process David Netherway, Francois Gauthier and Omar El-Alfy will resign from the Board on completion of the Disposal. As a result, the Board will then comprise Kenneth Crichton and Ralph Browning as non-executive directors. Irrevocable Undertakings Kenneth Crichton and David Netherway (both directors of the Company) and Sahara Gold Limited have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting, in respect of their beneficial holdings totalling 170,781,624 Ordinary Shares in aggregate, which represents approximately 27.63 per cent. of the Company's issued Ordinary Shares. Posting and availability of the Circular A circular will be sent to shareholders later today convening a general meeting to be held on 6 January 2012, a copy of which will be available from the Company's website at www.gmaresources.co. Enquiries: GMA Resources plc Ken Crichton +20 (0)10766 6118 Merchant Securities +44 (0) 20 7628 Limited (Nomad) David Worlidge 2200 |
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