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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Lithic Metals (SEE LSE:AFNR) | LSE:LMY | London | Ordinary Share | BMG5504H1051 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.375 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMLMY
RNS Number : 1045D
Lithic Metals and Energy Limited
26 November 2009
Lithic Metals and Energy Limited ("Lithic" or "the Company")
Posting of Scheme Document and Admission Document
Notice of Special General Meeting
Further to the announcement on 29 October 2009 of the Company's intention to
acquire all of the issued shares of Amber Petroleum Ltd., a private company
incorporated in the BVI, via a scheme of arrangement under section 179A of the
BVI Business Companies Act, a document containing details of the Scheme and
notice of court ordered meeting of the Amber Shareholders entitled to vote on
the Scheme to be held on 14 December 2009 has been despatched to the Amber
Shareholders and, for information only, to Amber optionholders.
The Acquisition will constitute a reverse takeover pursuant to the AIM Rules and
as such requires the publication of an admission document and the approval of
Shareholders pursuant to AIM Rule 14. Accordingly, an admission document has
been despatched to Shareholders that sets out, inter alia, notice of a Special
General Meeting ("SGM") as well as further details of the terms of the
Acquisition.
In addition to a resolution to approve the Acquisition pursuant to AIM Rule 14,
the notice of the SGM also includes resolutions (i) to approve the Company's New
Business Strategy; (ii) to convert all unissued preferred shares into Ordinary
Shares; (iii) to increase the Company's authorised share capital from
GBP3,020,000 to GBP30,000,000 by the creation of an additional 2,698,000,000
Ordinary Shares; and (iv) to change the Company's name to AfNat Resources
Limited.
As previously announced, although the New Business Strategy does not require
Shareholder approval, the Board believes that because it would be an expansion
of the Company's existing strategy, seeking Shareholder approval is appropriate.
The SGM will be held at 2.00 p.m. GMT (3.00 p.m. local time) on 14 December 2009
at the offices of Herbert Smith LLP at 66 Avenue Marceau, 75008 Paris, France.
Based on current advice, the Board believes that the Acquisition will be
completed, and the Enlarged Share Capital admitted to trading on AIM on or
around 23 December 2009.
A copy of the admission document is available on the Company's website at
www.lithicme.com. Copies are also available free of charge during normal
business hours on any weekday (except Saturdays, Sundays and public holidays) at
the offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN from the
date of this announcement and for a period of at least one month from Admission.
Capitalised terms used throughout this announcement are defined at the end of
the announcement.
City Code on Takeovers and Mergers
For the avoidance of doubt, the Company is not subject to the City Code and
accordingly investors should be aware that they are not afforded the protections
of the City Code.
Definitions used in this announcement
+---------------+---------------------+
| "Acquisition" | the |
| | proposed |
| | acquisition |
| | by the |
| | Company of |
| | all of the |
| | issued |
| | shares of |
| | Amber pursuant |
| | to the Scheme |
+---------------+---------------------+
| "Admission" | the |
| | admission |
| | of the |
| | Enlarged |
| | Share |
| | Capital |
| | to |
| | trading |
| | on AIM |
| | becoming |
| | effective |
| | in |
| | accordance |
| | with the |
| | AIM Rules |
| | on |
| | implementation |
| | of the Scheme |
| | in accordance |
| | with its terms |
+---------------+---------------------+
| "AIM" | the AIM |
| | market |
| | operated |
| | by |
| | London |
| | Stock |
| | Exchange |
| | plc |
+---------------+---------------------+
| "AIM | the |
| Rules" | rules |
| | and |
| | guidance |
| | notes |
| | for |
| | companies |
| | with a |
| | class of |
| | securities |
| | admitted |
| | to AIM |
| | issued by |
| | the London |
| | Stock |
| | Exchange |
| | plc as in |
| | force at |
| | the date |
| | of this |
| | announcement |
+---------------+---------------------+
| "Amber" | Amber |
| | Petroleum |
| | Ltd., a |
| | company |
| | registered |
| | and |
| | incorporated |
| | in the BVI |
| | with company |
| | number |
| | 1017685 |
+---------------+---------------------+
| "Amber | holders |
| Shareholders" | of the |
| | issued |
| | shares |
| | of no |
| | par |
| | value of |
| | Amber |
+---------------+---------------------+
| "Board" | the |
| or | board of |
| "Directors" | directors |
| | of the |
| | Company |
+---------------+---------------------+
| "BVI" | the |
| | British |
| | Virgin |
| | Islands |
+---------------+---------------------+
| "BVI | the BVI |
| Business | Business |
| Companies | Companies |
| Act" | Act 2004, |
| | as |
| | amended |
| | from time |
| | to time |
+---------------+---------------------+
| "City | the City |
| Code" | Code on |
| | Takeovers |
| | and |
| | Mergers |
+---------------+---------------------+
| "Enlarged | the |
| Share | Ordinary |
| Capital" | Shares |
| | in issue |
| | immediately |
| | following |
| | Admission |
+---------------+---------------------+
| "New | means |
| Business | the |
| Strategy" | proposed |
| | new |
| | business |
| | strategy |
| | of the |
| | Company, |
| | recommended |
| | by the |
| | Directors |
| | to the |
| | Shareholders |
| | for their |
| | approval at |
| | the SGM and |
| | more |
| | particularly |
| | set out in |
| | the |
| | admission |
| | document |
+---------------+---------------------+
| "Ordinary | ordinary |
| Shares" | shares |
| | of |
| | GBP0.01 |
| | (one |
| | pence) |
| | each in |
| | the |
| | capital |
| | of the |
| | Company |
+---------------+---------------------+
| "Scheme" | the |
| | scheme |
| | of |
| | arrangement |
| | for the |
| | implementation |
| | of the |
| | Acquisition |
| | under section |
| | 179A of the |
| | BVI Business |
| | Companies Act |
| | between Amber |
| | and the |
| | Amber Shareholders, |
| | with or subject to |
| | any modification or |
| | addition thereto or |
| | condition approved |
| | or imposed by the |
| | Court and agreed by |
| | the Company and |
| | Amber |
+---------------+---------------------+
| "Shareholder" | a holder |
| | of |
| | Ordinary |
| | Shares |
+---------------+---------------------+
| "Special | the |
| General | special |
| Meeting" | general |
| or "SGM" | meeting |
| | of the |
| | Shareholders |
| | to be called |
| | to approve, |
| | inter alia, |
| | the |
| | Acquisition |
| | and the New |
| | Business |
| | Strategy |
+---------------+---------------------+
Enquiries:
+----------+----------------------------+--------------------+
| Lithic | David de Jongh Weill, | T: +44 20 7881 |
| | Chairman | 0180 |
+----------+----------------------------+--------------------+
| | | |
+----------+----------------------------+--------------------+
| Seymour | Nicola Marrin/Catherine | T: +44 20 7107 |
| Pierce | Leftley | 8000 |
| Limited | | |
+----------+----------------------------+--------------------+
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as Nominated Adviser and Broker
for the purposes of the AIM Rules exclusively for the Company and no one else in
connection with the matters set out in the Admission Document and will not be
responsible to any other person for providing the protections afforded to
clients of Seymour Pierce Limited or for advising any other person in connection
with the matters set out in the Admission Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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