Acquisition

RNS Number:3980U
Weatherly International PLC
21 November 2005


Press release

21 November 2005
                          Weatherly International plc
                         ("Weatherly or the "Company")
                 Proposed acquisition of Puku Minerals Limited
                   Proposed waiver of Rule 9 of the City Code
           Placing of 29,312,500 Ordinary Shares at 8 pence per share
                          Admission to trading on AIM
                    Notice of Extraordinary General Meeting

Weatherly International plc is pleased to announce today that it has
conditionally agreed to acquire the entire issued share capital of Puku Minerals
Limited, a company which holds certain exploration and development rights to a
copper mining project in Zambia.

Puku will be acquired for a consideration of #3.25 million, to be satisfied by
the issue of approximately 40.6 million Consideration Shares at an issue price
of 8 pence per share. Additionally, Weatherly proposes to raise approximately
#2.3 million by issuing approximately 29.3 million Placing Shares at an issue
price of 8 pence per share. The market capitalisation of the Enlarged Group,
post-Acquisition and post-Placing, at the issue price will be approximately
#11.5 million.

Puku owns two prospecting licences covering a decommissioned copper mine and
tailings dam situated in Luanshya, in the Zambian Copperbelt (the copper
producing region of Northern Zambia). The Luanshya Copper Project (an area
defined by these prospecting licences) is considered by the Executive Directors
to be one of the larger copper resources in Zambia with up to 1.4 million tonnes
of copper contained in resource categories. The Executive Directors estimate
that the Luanshya Copper Project could be capable of producing up to 60,000
tonnes of copper annually using modern, proven mining and processing techniques.
The timing and cost of re-opening the mine is currently being assessed and will
be subject to a bankable feasibility study to be commissioned following the
Acquisition.

Chief Executive Rod Webster said: "Using some of the funds now available, we
intend to progress Luanshya to the development stage, including commissioning a
bankable feasibility study. We believe Luanshya may contain up to 1.4 million
tonnes of copper, and is capable of producing up to 60,000 tonnes a year using
modern mining technology not generally available when it was last worked."

Pursuant to the AIM Rules, the Acquisition will constitute a reverse takeover
and, as the Executive Directors hold a controlling interest in Puku, it will
also constitute a related party transaction.

Following Admission, certain Shareholders who are deemed to be acting in concert
by the Panel, will have an aggregate holding of 63,972,580 ordinary shares
representing approximately 44.6 per cent. of the Enlarged Share Capital of the
Company. As the Concert Party will be interested in more than 30 per cent. of
the Enlarged Share Capital, in normal circumstances a general offer to existing
Shareholders would be required under Rule 9 of the City Code to acquire all the
Shares not held by the Concert Party. However, the Panel has agreed to waive the
requirement for such a general offer to be made subject to the approval of the
holders of existing Ordinary Shares being obtained. Accordingly, Shareholders'
consent will be sought at the Extraordinary General Meeting to approve the
reverse takeover and the waiver of the requirement for a general offer to be
made.

The Non-Executive Directors consider that the Proposals and the Waiver are fair
and reasonable and in the best interests of the Company and its Shareholders as
a whole. Accordingly, the Non-Executive Directors unanimously recommend that the
Shareholders vote in favour of the EGM Resolutions to be proposed at the
Extraordinary General Meeting to be held on 14 December 2005.

It is expected that dealings on AIM will commence on or around 15 December 2005.

This summary should be read in conjunction with the full text of the
announcement.

For further information please contact:

Weatherly International plc
Rod Webster, Chief Executive                      [phone]
Peter Redmond, Non-Executive Director

Libertas Capital
Brad Cheng / Aamir Quraishi                       [phone]

First City Financial
Allan Piper                                       [phone]
                                                  [phone]

                          Weatherly International plc
                 Proposed acquisition of Puku Minerals Limited
                   Proposed waiver of Rule 9 of the City Code
           Placing of 29,312,500 Ordinary Shares at 8 pence per share
                          Admission to trading on AIM
                    Notice of Extraordinary General Meeting

Introduction

Weatherly International plc is pleased to announce today that it has
conditionally agreed to acquire the entire issued share capital of Puku Minerals
Limited, a company which holds certain exploration and development rights to a
copper mining project in Zambia.

Puku will be acquired for a consideration of #3.25 million, to be satisfied by
the issue of approximately 40.6 million Consideration Shares in the Company at
an issue price of 8 pence per share. Additionally, Weatherly proposes to raise
approximately #2.3 million by issuing approximately 29.3 million Placing Shares
at an issue price of 8 pence per share.

Pursuant to the AIM Rules, the Acquisition will constitute a reverse takeover
and, as the Executive Directors hold a controlling interest in Puku, it will
also constitute a related party transaction.

Following Admission, certain Shareholders who are deemed to be acting in concert
by the Panel, will have an aggregate holding of 63,972,580 Ordinary Shares
representing 44.6 per cent. of the Enlarged Share Capital of the Company. As the
Concert Party will be interested in more than 30 per cent. of the Enlarged Share
Capital, in normal circumstances a general offer to Existing Shareholders would
be required under Rule 9 of the City Code to acquire all the Shares not held by
the Concert Party. However, the Panel has agreed to waive the requirement for
such a general offer to be made subject to the approval of the holders of
existing Ordinary Shares being obtained. Accordingly, Shareholders' consent will
be sought at the Extraordinary General Meeting to approve the reverse takeover
and the waiver of the requirement for a general offer to be made.

Information on Puku

Puku Minerals Limited is a privately owned company incorporated in Zambia which
acquired two tenements comprising prospecting licences PLLS 239 and PLLS 240 in
April 2005. These licences cover the historic Luanshya underground copper mine
and tailings dams situated in the Zambian Copperbelt and offer the right to
explore and develop the Luanshya tenements (comprising PLLS 239 and PLLS 240).
These licences were granted for a period of two years, which commenced on 4
April 2005, and can either be renewed or converted into mining licences at the
option of the licence holder dependent upon the licence holder satisfying
standard exploration obligations during the two year period. The performance of
these obligations has already commenced. In June 2005, Puku also acquired
prospecting licence PLLS 252, which covers an exploration area adjacent to the
areas covered by PLLS 239 and PLLS 240.

The Executive Directors, prior to their appointments as directors of Weatherly,
had been investigating the opportunity to acquire the Luanshya tenements since
November 2003. The vendors of Puku comprise Dr. Martinick, Mr. Webster and
ASX-listed Ezenet Limited. The Executive Directors are also directors of, and,
through direct and indirect shareholdings, controlling shareholders in, Puku.

Luanshya Copper Project

The Luanshya Copper Project comprises some nine kilometres of historical
underground workings which, between 1927 and 2001, have produced in total
approximately 4.8 million tonnes of copper. Based on historic resource
statements and annual reports, it is estimated that up to a further 1.4 million
tonnes of copper in resource categories remains in situ. Most of the copper is
contained in extensions to the existing underground workings, although a
significant amount of copper also remains in the various surface dumps and
tailings dams.

It is the belief of the Executive Directors that Luanshya has significant
inherent value and will serve as a solid foundation towards building a
world-class mining operation. The Executive Directors further believe that with
new flexible workforce arrangements and the implementation of modern, proven
mining and processing techniques, the Luanshya Copper Project could be
established as a profitable, "long-life'' operation.

The Company's immediate focus will be to complete the acquisition of Puku and
progress the Luanshya Copper Project to the development stage, including the
completion of a bankable feasibility study, with the aim of bringing the
Luanshya Copper Project into production within the next three years.

The Executive Directors have made preliminary investigations in respect of the
development of the Luanshya tenements. They believe that a number of profitable
development options exist, each requiring increasing amounts of capital relative
to the proposed scale and output. The Executive Directors believe that following
completion of the bankable feasibility study, the most attractive options will
be capable of producing up to 60,000 tonnes per annum (and up to a total of
approximately 0.9 million tonnes) of copper, either as concentrate or finished
metal. In the short term, the Company is also evaluating a number of strategic
acquisition opportunities which are complementary to the Luanshya Copper Project
and which the Executive Directors believe will further enhance the value of the
Company.

Information on Weatherly

Weatherly is a former financial services group that experienced financial
difficulties and was subsequently rescued by means of a CVA approved on 23
January 2004. Following a refinancing, which raised #250,000 (before expenses)
and which was arranged by the Non-Executive Directors, the Ordinary Shares were
readmitted to trading on AIM in January 2004 as an investing company. In July
2005, there was a further cash injection of #723,500 (before expenses) and a
change in strategy with the appointments of Dr. Martinick and Mr. Webster as
executive directors following the acquisition of WM Exploration Limited in
exchange for new Ordinary Shares. Dr. Martinick and Mr. Webster participated in
this placing and, through their interests in the shares in WM Exploration
Limited, also acquired (or became interested in) Ordinary Shares pursuant to the
acquisition of that company by Weatherly.

In August 2005, the Company announced a further placing of 23.5 million Ordinary
Shares which raised approximately #1.41 million (before expenses) for the
Company. Dr. Martinick participated in this placing.

The new strategy entailed seeking opportunities for acquisition or investment in
the natural resources sector, mainly in Africa.

Following the Acquisition, the Enlarged Group's main activity will be that of
exploration and development of mining and mineral projects. On Admission, cash
resources of the Company are expected to be #3.8 million.

The Board

Dr. Wolf Martinick, Chairman, aged 60
Dr. Martinick is an environmental scientist with extensive experience in the
mineral resource industry.

Dr. Martinick has been involved with mineral exploration and mining projects
around the world, especially in Australasia, southern, central and northern
Africa, China, India and parts of the former Soviet Union.

Dr. Martinick is a non-executive director of Sun Resources NL, an oil and gas
exploration company listed on the ASX, and the executive chairman and
substantial shareholder of Ezenet Limited, a digital movie supply and
distribution company, also listed on the ASX. He was a founding director of
Basin Minerals Limited, another ASX listed mineral exploration company that
discovered a world-class mineral project in Victoria, Australia, and then
participated in negotiations that led to a recommended takeover of Basin by
Iluka Resources Limited in 2003. He is also a founding director and
non-executive chairman of MBS Environment Pty Ltd, an environmental and social
consultancy company to the mining industry in Australasia.

He has been associated with the exploration and mining industry for over 35
years. He has particular experience in environmental, water, land access and
indigenous people issues and has (in his role as non executive chairman of MBS
Environment Pty Ltd) conducted due diligence on mining projects around the world
on behalf of international financial institutions and resource industry
companies for a variety of transactions including listings on international
stock exchanges, mergers and debt financing. He has in recent years been active
in identifying and investigating mineral projects and prospects in central and
other parts of Africa.

Mr. Rod Webster, Chief Executive Officer, aged 55
Mr. Webster is a graduate mining engineer from the University of Sydney. He has
over 30 years' of experience in the resources industry, including more than 10
years' in managing director or chief executive officer positions.

Between August 2001 and February 2005 Mr. Webster was a senior executive at
First Quantum Minerals Ltd ("FQM''), a Toronto Stock Exchange and AIM listed
company, developing and operating copper mines in Zambia, the Democratic
Republic of Congo and Mauritania. Most recently, he was in charge of the FQM's
Mauritanian activities, but prior to this he was the chief executive officer
responsible for the development of the Kansanshi mine in Zambia, probably the
world's most significant new copper mine to come on stream in recent times.
During 2001, he was also a non-executive director of another major Zambian
copper producer, Mopani Copper Mines Ltd, in which FQM had a major interest.

Prior to his involvement with FQM, he was a founding director and the chief
executive officer of an Australian base metals producer, Western Metals Ltd
between 1994 and 2000. During his stewardship, the company grew to be
Australia's third largest base metals producer, with annual production exceeding
260,000 tonnes of zinc, 100,000 tonnes of lead and 35,000 tonnes of copper. To
achieve this growth, the company raised approximately US$600 million for the
development of six new mines and a private port.

In his earlier years as a mining engineer, he held senior management positions
with the global resource companies, Homestake Gold of Australia Ltd (between
1988 and 1993) and BHP Minerals Ltd (between 1980 and 1988). He is a Fellow of
both the Australian Institute of Mining and Metallurgy and the Australian
Institute of Company Directors. At various stages he has been a member of the
Executive Committees of both the Australian Minerals Council and the
International Zinc Association, and a non-executive director of numerous
companies.

Mr. Peter Redmond, Non-Executive Director, aged 56
Mr. Redmond has some 20 years' experience in corporate finance and venture
capital. After leaving Durlacher Limited in 2003, he joined Merchant House Group
plc and became its Chairman in May 2004. He has been active in reconstructing a
number of AIM companies as investing companies in recent years and is currently
a director of a number of companies including Bella Media plc, BWA Group plc,
Fortfield Investments plc, Future Internet Technologies plc, Petsmore plc and
Synigence Plc, all of which are traded on AIM.

Mr. Richard Armstrong, Non-Executive Director, aged 57
Mr. Armstrong has many years' experience as an investment analyst and as a
corporate stockbroker. He is currently an associate of Fiske plc where he has
specialised in raising funds for smaller quoted companies. He is a director of a
number of companies including BWA Group plc, Fortfield Investments plc and
Future Internet Technologies plc, all of which are traded on AIM.

Prior to Admission, Mr. Armstrong has agreed to resign as a director of the
Company. Mr. Armstrong will not be receiving any compensation for loss of office
other than payments due under his letter of appointment.

The Company intends to appoint a further Non-Executive Director following
Admission.

Terms of the Acquisition

Subject to the satisfaction of the Conditions, Weatherly will acquire the entire
issued share capital of Puku for a consideration of #3.25 million to be
satisfied by the issue by the Company of the Consideration Shares. In accordance
with the provisions of the Acquisition Agreement, the Company has the right to
nominate that the shares in Puku to which it becomes entitled at completion of
the Acquisition (representing all of the issued share capital of Puku) shall be
issued to and held by any of the wholly owned subsidiaries of the Company. On
issue, the Consideration Shares will rank pari passu in all respects with the
Existing Ordinary Shares.

Objectives and Strategy

The Company is seeking to develop significant, profitable and "long-life''
mining operations in Africa and the acquisition of Puku will, the Executive
Directors believe, serve as the foundation to achieve this. The Acquisition will
provide Weatherly with exploration and development rights to a significant
copper deposit which contains up to 1.4 million tonnes of copper in resource
categories. As a result, the Executive Directors believe that the Company will
gain a significant foothold in the Zambian Copperbelt, and more generally, entry
into the natural resource sector in Africa. In addition to the Luanshya Copper
Project, Weatherly is investigating a number of other opportunities in Southern
Africa.

Extraordinary General Meeting

A notice convening an extraordinary general meeting of the Company which is to
be held at the offices of Watson, Farley & Williams LLP, 15 Appold Street,
London, EC2A 2HB at 10:00 a.m. on 14 December 2005, will be set out in the
Admission Document.

The following EGM Resolutions will be proposed:
(1) to approve the Acquisition as a reverse takeover for the purposes of Rule 14
of the AIM Rules;
(2) to approve the Waiver;
(3) to approve the Acquisition as a substantial property transaction with the
Directors for the purposes of section 320 of the Companies Act 1985 (the "Act");
(4) to authorise the Directors pursuant to section 80 of the Act to allot
relevant securities including, amongst others, the Placing Shares and the
Consideration Shares; and
(5) to authorise the Directors to allot relevant securities for cash as if the
statutory pre-emption rights set out in section 89 of the Act did not apply to
such allotment.

EGM Resolutions (1), (2), (3) and (4) will be proposed as Ordinary Resolutions
and EGM Resolution (5) shall be proposed as a Special Resolution. EGM Resolution
(2) will, as required by the Panel, be decided on a poll of Independent
Shareholders.

It is expected that dealings on AIM will commence on or around 15 December 2005.

General

The Admission Document, which contains details of the Proposals, will be sent to
Shareholders as soon as is practicable and will be available at the offices of
Watson, Farley & Williams LLP, 15 Appold Street, London, EC2A 2HB.

Libertas Capital Corporate Finance Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively
for Weatherly and no one else in connection with the Proposals and the matters
described herein and will not be responsible to anyone other than Weatherly for
providing the protections afforded to its customers or for giving advice in
relation to the proposals or any other matter referred to herein.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.

Definitions

"Acquisition" the proposed acquisition of the entire issued share capital of
Puku
pursuant to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated the date of the
Admission Document between the Vendors and the Company relating to the
Acquisition
"Admission" the re-admission of the Existing Ordinary Shares to trading on AIM
and the admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules

"AIM" the market of that name operated by the London Stock Exchange

"AIM Rules" the rules for AIM companies as published by the London Stock
Exchange

"ASX" Australian Stock Exchange Limited

"Board" the board of directors of the Company, namely Dr. Wolf-Gerhard
Martinick, Roderick John Webster, Peter Redmond and Richard James Armstrong,
including a duly constituted committee of such directors

"City Code" the City Code on Takeovers and Mergers

"Conditions" the conditions to the Acquisition and the Placing being (i) the EGM
Resolutions (other than resolution 5) being passed at the Extraordinary General
Meeting, (ii) the Company not terminating the Acquisition Agreement prior to
completion because of circumstances arising which have or would cause a material
adverse effect on Puku or its business and (iii) Admission

"Company or "Weatherly" Weatherly International plc

"Concert Party" the Vendors

"Consideration Shares" the 40,625,000 new Ordinary Shares to be allotted and
issued to the Vendors pursuant to the Acquisition Agreement

"Directors" the directors of the Company, namely Dr. Wolf-Gerhard Martinick,
Roderick John Webster, Peter Redmond and Richard James Armstrong

"EGM Resolutions" the resolutions set out in the notice of Extraordinary General
Meeting attached to the Admission Document

"Enlarged Group" the Company and its subsidiary undertakings as at the date of
Admission

"Enlarged Share Capital" the Ordinary Shares in issue immediately following
Admission (excluding any Ordinary Shares that may be issued pursuant to the
exercise of any Warrants prior to Admission)

"Executive Directors" Dr. Wolf-Gerhard Martinick and Roderick John Webster

"Existing Ordinary Shares" the 73,502,093 Ordinary Shares in issue at the date
of this document

"Extraordinary General the extraordinary general meeting of the Company to be
held at
Meeting" 10:00 a.m. on 14 December 2005

"Libertas Capital" Libertas Capital Corporate Finance Limited and/or Libertas
Capital Securities Limited, as the context requires

"Independent Shareholders" the holders of Existing Ordinary Shares, excluding
the Concert Party

"Non-Executive Directors" Peter Redmond and Richard James Armstrong

"Ordinary Shares" ordinary shares of 0.5 pence each in the capital of the
Company

"Panel" the Panel on Takeovers and Mergers

"Placing" the conditional placing by the Company of the Placing Shares pursuant
to the Placing Letters

"Placing Price" 8 pence per Placing Share

"Placing Shares" the 29,312,500 new Ordinary Shares which are the subject of the
Placing

"Proposals" the Acquisition, the Placing and the Admission

"Puku" Puku Minerals Limited

"Shareholders" the holders of Ordinary Shares of the Company

"Vendors" Dr. Wolf-Gerhard Martinick, Roderick John Webster and Ezenet
Limited

"Waiver" the waiver by the Panel of the obligation of the Concert Party to
make a general offer under Rule 9 of the City Code

"Warrants" 1,416,691 warrants each of which entitles the holder to subscribe for
one Ordinary Share at a price of 3 pence per share, 2,496,979 warrants each of
which entitles the holder to subscribe for one Ordinary Share at a price of 5
pence per share, and 2,996,991 warrants each of which entitles the holder to
subscribe for one Ordinary Share at a price of 12 pence per share



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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