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LONDON,
UNITED KINGDOM--(Marketwire - May 21, 2009) -
African Copper PLC (AIM:ACU)(TSX:ACU)(BOTSWANA:AFRICAN COPPER) -
Zambia Copper Investments Limited
(Registered in Bermuda)
(South African registration number 1970/000023/10)
JSE share code: ZCI & ISIN: BMG988431240
Euronext share code: BMG988431240
Zambia Copper Investments Limited ('ZCI') and African Copper Plc
('ACU')
ZCI and ACU are pleased to announce that, on 21 May 2009, they have
entered into and completed a subscription agreement under which ZCI has
subscribed for 676,570,500 new ordinary shares of 1 pence each in the
capital of ACU (the "New Shares") at an issue price of 1
pence per share (the "Share Subscription") for gross proceeds
to ACU of Pounds Sterling 6,765,705 (Approximately US$9.9 million at an
exchange rate of Pounds Sterling 1/USD1.475), giving ZCI an interest in
the issued share capital of ACU of approximately 82 per cent. As
previously announced on 11 May 2009, the Share Subscription does not
require the approval of ACU's shareholders as
it falls within the ACU board's existing authorities to allot shares.
Application has been made for the admission of the New Shares to
trading on AIM, which is expected to occur at 8:00AM on Friday 22 May
2009 (the "Admission"). The New Shares will rank pari passu with the
existing ordinary shares in the Company.
Following the issue and allotment of the New Shares, the Company now
has an issued share capital of 823,429,500 Ordinary Shares of 1 pence each. As such, the total number of voting rights
which will be attached to the enlarged share capital on the basis of
one vote per ordinary share held will be 823,429,500.
The above total voting rights figure may be used by Shareholders as the
denominator for the calculations by which they will determine whether
they are required to notify their interests in, or a change to their
interest in, the Company under the FSA's Disclosure and Transparency
Rules.
In addition, ZCI has finalised a compromise agreement with Read Swatman & Voigt (Pty) Limited ("RSV"),
ACU's remaining large trade creditor,
pursuant to which RSV has been paid in cash 50 per cent of monies owed
directly to RSV and 100 per cent owed to RSV sub contractors being a
total of ZAR3,777,836 (approximately
US$448,141.87 at an exchange rate of US$1/ZAR8.43) in full and final
settlement of debts due from ACU. With the RSV settlement, all debts
due to large trade creditors have been settled in cash and accordingly,
no shares will be issued to trade creditors. The post Share
Subscription capital structure is set out below:
-------------------------------------------------------------------- Description Shares Percentage -------------------------------------------------------------------- Existing shares in issue 146,859,000 17.84% -------------------------------------------------------------------- -------------------------------------------------------------------- Shares issued to ZCI 676,570,500 82.16% -------------------------------------------------------------------- -------------------------------------------------------------------- TOTAL 823,429,500 100.00% --------------------------------------------------------------------
ZCI
will now assist ACU management to optimise the Mowana
mine operations and seek ways to expand the mining and processing
capability beyond the 25,000 t.p.a envisaged in ACU's current
five year plan. Both ZCI and ACU look forward to working together to make
ACU into a successful operational African mining company, providing
employment and revenue for all stakeholders.
Commenting on the announcement, ZCI Chairman Tom Kamwendo
said:
"We are committed to taking African Copper forwards to both
operational activity and profitability. Following the successful
negotiations with ACU's trade creditors,
conditions are now in place to create a successful Botswana copper
miner.
The AIM listing and ACU's supporting
shareholders are a big part of our future plans and we hope that all
shareholders will be able to share in ACU's
future success"
Commenting on the announcement, ACU's deputy
Chairman David Jones said:
"This subscription of equity is further evidence to African Copper
that ZCI is committed to place the Company in a position to
aggressively restore production at the Mowana
Mine"
For more information, please contact: ZCI John Kleynhans +35 24 025 05 427 iCapital (Financial Adviser to ZCI) Jordan Soko/ Ken Muyangwa +260 211 256 657 Canaccord Adams Limited (Financial Robert Finlay/ Mike Jones/ Adviser to ZCI) Andrew Chubb +44 207 050 6500 Bridge Capital Advisors (Pty) Limited (Sponsors to ZCI) Pieter Veldtman/ Zayd Laher +27 (0) 11 268 6231 College Hill (Public Relations adviser to ZCI) Paddy Blewer (UK) +44 207 457 2020 Jacques de Bie (SA) +27 (0) 11 447 3030 African Copper PLC Chris Fredericks/ Brad Kipp +27 (11) 467 2360/ (416) 847 4866 Numis Securities John Harrison (Nominated Advisor)/ Limited James Black (Corporate Broker) +44 (9) 20 7260 1000
About ZCI
ZCI is a Johannesburg Stock Exchange ('JSE') and Euronext
(Paris) listed, Bermuda incorporated, mining investment company. ZCI
previously owned 65 per cent. (subsequently
sold down to 28 per cent. in 2005) of the Konkola
Copper Mine ('KCM') in Zambia but sold its residual stake in 2008 and
is looking to invest in Africa-based mining companies.
About ACU
ACU is an international exploration and development company
incorporated in England and Wales and tri-listed on the AIM market of
the London Stock Exchange, the Toronto Stock Exchange and the Botswana
Stock Exchange. ACU is involved in the exploration and development of
copper deposits in Botswana and is currently developing its first
copper mine at the Mowana Mine and holds
permits in exploration properties at the Matsitama
Project. The Mowana Mine is located in the northeastern portion of Botswana and the Matsitama Project is contiguous to the southern
boundary of the Mowana Mine.
Canaccord Adams Limited, which is authorised
and regulated by the Financial Services Authority (the 'FSA'), is
acting exclusively for ZCI and no-one else in relation to the Share
Subscription and will not be responsible to any person other than ZCI
under the Financial Services and Markets Act 2000, the rules of the FSA
or otherwise for providing the protections afforded to its clients or
for any matter concerning the Share Subscription or for providing
advice in relation to the Share Subscription or in relation to the
contents of this announcement or any other transaction, arrangement or
matter referred to herein. Canaccord Adams
Limited can be contacted at Cardinal Place, 7th Floor, 80 Victoria Street, London SW1E 5JL.
Numis Securities Limited, which is authorised
and regulated by the FSA, is acting exclusively for ACU and no-one else
in relation to the Share Subscription and will not be responsible to
any person other than ACU under the Financial Services and Markets Act
2000, the rules of the FSA or otherwise for providing the protections
afforded to its clients or for any matter concerning the Share
Subscription or for providing advice in relation to the Share
Subscription or in relation to the contents of this announcement or any
other transaction, arrangement or matter referred to herein. Numis Securities Limited can be contacted at The
London Stock Exchange Building, 10 Paternoster Square London EC4M 7LT.
The release, publication or distribution of this announcement into
certain jurisdictions other than the United Kingdom and Canada may be
restricted by law and therefore persons in such jurisdictions into
which this announcement is released, published or distributed should
inform themselves about and observe any such restrictions. Any failure
to comply with any such restrictions may constitute a violation of the
securities laws or regulations of such jurisdictions.
This press release contains forward-looking information. All
statements, other than statements of historical fact, that address
activities, events or developments that may occur in the future
(including, without limitation, the anticipated dilutive effect of the
above transactions contemplated by the Share Subscription) are
forward-looking information. Forward-looking information is subject to
a number of risks and uncertainties that may cause the actual results
of ACU to differ materially from those discussed in the forward-looking
information, and even if such actual results are realized or
substantially realized, there can be no assurance that they will have
the expected consequences to, or effects on, ACU. Factors that could
affect the transactions described above (and ACU's
future viability as a going concern) include the failure to defend a
petition that has been made by Natasa Mining
Limited for the provisional liquidation of Messina Copper (Botswana
Proprietary) Limited. All forward-looking information speaks only as of
the date hereof and, except as may be required by applicable securities
laws, ACU disclaims any intent or obligation to update any
forward-looking information, whether as a result of new information,
future events or results or otherwise. Although ACU believes that its
expectations reflected in the forward-looking information, as well as
the assumptions inherent therein, are reasonable, forward-looking
information is not a guarantee of future performance and, accordingly,
undue reliance should not be put on such information due to the
inherent uncertainty therein.
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