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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 : 5408B
Lithic Metals and Energy Limited
29 October 2009
(AIM:LMY)
Lithic Metals and Energy Limited ("Lithic Metals" or "the Company")
Proposed Acquisition, Suspension of Trading, Change of Name
Further to the announcement on 4 September that, as part of its continuing
strategic review, the Company was actively negotiating a potential merger with a
larger company, the Board is pleased to announce its intention to acquire all of
the issued shares of Amber Petroleum Ltd., a private company incorporated in the
BVI. The Acquisition will constitute a reverse takeover pursuant to the AIM
Rules. The Board is also pleased to announce that it has completed its strategic
review.
Accordingly, the Company intends as soon as possible to publish an admission
document in accordance with the AIM Rules which will, inter alia, set out
further details of the terms of the Acquisition and of the Company's New
Business Strategy, and also seek approval by the Shareholders of the Acquisition
and of the New Business Strategy at the SGM.
Shareholder approval of the Acquisition is required pursuant to AIM Rule 14 and,
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. At the SGM, approval to
(i) convert all existing unissued preferred shares into ordinary shares; (ii)
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 of
GBP0.01 par value each; and (iii) change the Company's name to AfNat Resources
Limited will also be sought.
Pending publication of the admission document in accordance with the AIM Rules,
trading in the Company's shares has been suspended with effect from 7am on 29
October 2009.
Based on current advice, the Board believes that the Acquisition will be
completed, with the Enlarged Share Capital admitted to AIM before 31 December
2009.
Capitalised terms used throughout this announcement are defined at the end of
the announcement.
Further details of the proposed New Business Strategy
The Board is committed to creating an international mining and exploration
group focused on investing in and acquiring and developing resource projects,
including in particular uranium and nickel assets. The proposed New Business
Strategy reflects this commitment and would give the Directors greater
flexibility to utilise the Company's cash reserves (and any cash reserves that
come under the Directors' control if the Acquisition is completed) in what
remain challenging market conditions.
The New Business Strategy would, if approved, permit the Directors to continue
to review and consider potential investments in nickel projects (the strategy
outlined in the IPO Admission Document), but also permit different types of
investment in projects and companies focussed on other types of natural
resources, including in particular uranium, to which the Company has increased
its exposure since the IPO Admission. The New Business Strategy would also give
the Company the capacity to acquire strategic stakes in private or publicly
traded companies with a focus on all types of natural resources as part of the
Company's ordinary course of business.Further details of the proposed New
Business Strategy will be set out in the admission document to be published in
due course.
Further details on Amber
Amber is focused on investing in junior uranium mining and exploration
companies, particularly those with direct or indirect interests in Namibia and,
since the adoption of this strategy in May 2009, it has acquired minority
interests in three companies: Bannerman Resources Limited, Niger Uranium Limited
and West Australian Metals Ltd. It also currently has cash balances totaling
approximately US$2.55 million.
Further details on the Acquisition
The Company has reached an agreement with the directors of Amber whereby,
subject to the satisfaction of a number of conditions, the Company will acquire
all of the issued shares of Amber. Pursuant to the terms of the Acquisition,
Amber Shareholders will receive Consideration Shares with an implied aggregate
value of approximately GBP9.48 million. The Consideration Shares will represent
approximately 69.3 per cent. of the Enlarged Share Capital.
The Acquisition is to be implemented by means of a scheme of arrangement under
section 179A of the BVI Business Companies Act. Documentation has been filed at
the Court that should, in due course, enable the implementation of the scheme of
arrangement.
The Acquisition will constitute a reverse takeover under the AIM Rules and is
therefore conditional (inter alia) upon the approval of Shareholders at a
special general meeting. A reverse takeover also involves the cancellation of
the Ordinary Shares from trading on AIM and a new application for the Enlarged
Share Capital to be admitted to trading on AIM.
The Board believes the Acquisition will provide the Company with the opportunity
to build a significant and diversified portfolio of interests in exploration and
advanced stage assets that will add value for Shareholders in accordance with
the proposed New Business Strategy. The Directors also believe that Amber's
current equity investments will provide opportunities for a positive return as
it is the Directors' belief that world demand for uranium, and consequently its
price, will increase as a result of the projected growth in nuclear power
generating capacity. The Acquisition will also increase existing cash resources,
which will allow the Company to pursue additional investment opportunities in
line with the New Business Strategy.
Change of Company Name
At the SGM, approval to change the Company's name to AfNat Resources Limited
will also be sought.
Suspension and cancellation
As stated above, the Company intends to publish an admission document and,
pending its publication in accordance with the AIM Rules, trading in the
Company's shares has been suspended with effect from 7am on 29 October 2009.
Following satisfaction of the final condition of the Acquisition (that is, the
Court Order being filed with the BVI Registrar), in accordance with the AIM
Rules trading on AIM of the Company's shares would be cancelled and it is
intended that an application will be made which would enable the immediate
re-admission to trading on AIM of the Enlarged Share Capital.
Key Statistics
Key statistics on Admission are expected to be as follows:
+-------------------------------------------------+---------------------+
| Number of Ordinary Shares in issue prior to the | 126,297,197 |
| Acquisition | |
| | |
+-------------------------------------------------+---------------------+
| Number of Consideration Shares to be issued and | 285,426,846 |
| allotted pursuant to the Acquisition | |
| | |
+-------------------------------------------------+---------------------+
| Number of Ordinary Shares in issue immediately | 411,724,043 |
| following completion of the Acquisition and | |
| Admission | |
| | |
+-------------------------------------------------+---------------------+
| Consideration Shares as a percentage of the | 69.3 per cent. |
| Enlarged Share Capital | |
| | |
+-------------------------------------------------+---------------------+
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 the |
| | issued shares of Amber pursuant to the Scheme |
| | |
+-----------------------+------------------------------------------------+
| "Admission" | the admission of the Ordinary Shares 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 Rules" | the 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 Shareholders" | the holders of Amber Shares |
| | |
+-----------------------+------------------------------------------------+
| "Amber Shares" | the issued shares of no par value of Amber |
| | |
+-----------------------+------------------------------------------------+
| "Board" or | the board of directors of the Company |
| "Directors" | |
+-----------------------+------------------------------------------------+
| "BVI" | the British Virgin Islands |
| | |
+-----------------------+------------------------------------------------+
| "BVI Business | the BVI Business Companies Act 2004, as |
| Companies Act" | amended from time to time |
| | |
+-----------------------+------------------------------------------------+
| "BVI Registrar" | the Registrar of Corporate Affairs in the BVI |
| | |
+-----------------------+------------------------------------------------+
| "City Code" | the City Code on Takeovers and Mergers |
| | |
+-----------------------+------------------------------------------------+
| "Consideration | 285,426,846 Ordinary Shares to be issued fully |
| Shares" | paid to the Scheme Shareholders pursuant to |
| | the Scheme |
| | |
+-----------------------+------------------------------------------------+
| "Court" | High Court of Justice of the Eastern Caribbean |
| | Supreme Court of the Virgin Islands |
| | |
+-----------------------+------------------------------------------------+
| "Court Meeting" | the meeting of the Scheme Shareholders |
| | convened by order of the Court pursuant to |
| | section 179A of the BVI Business Companies Act |
| | to consider and, if thought fit, approve the |
| | Scheme, including any adjournment thereof |
| | |
+-----------------------+------------------------------------------------+
| "Court Order" | the order of the Court sanctioning the Scheme |
| | under section 179A of the BVI Business |
| | Companies Act |
| | |
+-----------------------+------------------------------------------------+
| "Enlarged Share | the Ordinary Shares in issue immediately |
| Capital" | following Admission |
| | |
+-----------------------+------------------------------------------------+
| "IPO Admission" | the initial admission of Ordinary Shares to |
| | trading on AIM on 31 October 2005 |
| | |
+-----------------------+------------------------------------------------+
| "IPO Admission | the admission document of the Company dated 28 |
| Document" | September 2005 in relation to the IPO |
| | Admission (available on the Company website at |
| | www.lithicme.com) |
| | |
+-----------------------+------------------------------------------------+
| "New Business | means the proposed new business strategy of |
| Strategy" | the Company, recommended by the Directors to |
| | the Shareholders for their approval at the SGM |
| | and more particularly set out in the admission |
| | document to be published in due course |
| | |
+-----------------------+------------------------------------------------+
| "Ordinary Shares" | ordinary 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 Scheme 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 |
| | |
+-----------------------+------------------------------------------------+
| "Scheme Record Time" | 6:00 pm on the Business Day immediately |
| | preceding the date of the hearing of the Court |
| | at which the Court Order is given |
| | |
+-----------------------+------------------------------------------------+
| "Scheme Shareholder" | a person who appears as a holder of Scheme |
| | Shares in the register of members of Amber at |
| | Scheme Record Time |
| | |
+-----------------------+------------------------------------------------+
| "Scheme Shares" | means the Amber Shares which will be purchased |
| | by the Company upon the Scheme becoming |
| | effective |
| | |
+-----------------------+------------------------------------------------+
| "Seymour Pierce" | Seymour Pierce Limited, the Company's |
| | nominated adviser and broker, who is |
| | authorised and regulated in the United Kingdom |
| | by the Financial Services Authority |
| | |
+-----------------------+------------------------------------------------+
| "Shareholder" | a holder of Ordinary Shares |
| | |
+-----------------------+------------------------------------------------+
| "Special General | the special general meeting of the |
| Meeting" or "SGM" | Shareholders to be called to approve, inter |
| | alia, the Acquisition and the New Business |
| | Strategy |
| | |
+-----------------------+------------------------------------------------+
Enquiries:
+--------------------------+---------------------------+------------------+
| Lithic Metals and Energy | David de Jongh Weill, | T: +44 20 7881 |
| Limited | Chairman | 0180 |
+--------------------------+---------------------------+------------------+
| | | |
+--------------------------+---------------------------+------------------+
| Seymour Pierce | Nicola Marrin | T: +44 20 7107 |
| | Catherine Leftley | 8000 |
+--------------------------+---------------------------+------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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