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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action to take, it is recommended that you immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or in the case of recipients outside the United Kingdom your stockbroker, bank manager, solicitor, accountant or other financial adviser.
If you have sold or transferred all of your Ordinary Shares in EMED Mining Public Limited, please forward this document at once, together with the accompanying Form of Proxy or Form of Instruction, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
EMED MINING PUBLIC LIMITED PROPOSED CONSOLIDATION OF ORDINARY SHARES AMENDMENT OF THE ARTICLES OF ASSOCIATION CHANGE OF NAME
AND
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON 13 OCTOBER 2015
Dated 11 September 2015
Expected Timetable
2015
Circular posted to Shareholders 11 September Latest time and date for receipt of CREST Voting Instructions 12.00 p.m. (BST) on 7 October Latest time and date for receipt of Forms of Instruction 12.00 p.m. (BST) on 7 October Latest time and date for receipt of Forms of Proxy 12.00 p.m. (BST) on 11 October Extraordinary General Meeting 12.00 p.m. (BST) on 13 October Last day of dealings in the Existing Ordinary Shares 20 October Record time and date for the Consolidation 5.00 p.m. (BST) on 20 October Admission effective and dealings in New Ordinary Shares
expected to commence on AIM 8.00 a.m. (BST) on 21 October
Crediting of CREST accounts with Depositary Interests representing
New Ordinary Shares 8.00 a.m. (BST) on 21 October New Ordinary Shares expected to be posted for trading on TSX 9.30 a.m. (EST) on 21 October CDS account settlement date of New Ordinary Shares on or about 23 October
Despatch of definitive share certificates in respect of
New Ordinary Shares in certificated form by 4 November
Despatch of fractional entitlement cheques or payments 14 days after sale in full of the through CREST aggregated fractional entitlements to New Ordinary Shares
Share Capital Statistics
Number of Existing Ordinary Shares at the date of this Circular 3,500,386,633
Number of Existing Ordinary Shares in issue at the EGM 3,500,386,650
Number of New Ordinary Shares in issue immediately following
the Consolidation 116,679,555
Notes:
(1) In this Circular, unless otherwise noted, all references to times are to Cyprus time, references to '£' and 'p' are to British pounds and pence sterling respectively, references to '$' are to Canadian dollars, references to 'US$' are to United States dollars and references to '€' refer to Euros.
(2) The timing of events in the above timetable and the rest of this Circular are indicative only. If any of the times or dates should change, the revised times and/or dates will be notified by an announcement to a RIS.
(3) Unless otherwise stated, the information contained in this Circular is as of 10 September 2015, being the latest applicable date prior to publication of the Circular.
Definitions
The following definitions apply throughout this Circular, unless the context otherwise requires:
'Admission' the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules
'AIM' AIM, a market operated by London Stock Exchange
'AIM Rules' together the AIM Rules for Companies and the AIM Rules for
Nominated Advisers published by the London Stock Exchange
'Articles' the Company's articles of association 'Board' the board of directors of the Company 'BST' British Summer Time
'CDS' CDS Clearing and Depositary Services Inc.
'Change of Name' the change of name of the Company to 'Atalaya Mining plc' 'Circular' means this circular dated 11 September 2015 to be sent to Shareholders
in connection with the Meeting
'Companies Law' the Cyprus Companies Law, Cap. 113 including any modification or re-enactment thereof for the time being in force
'Company' or 'EMED' EMED Mining Public Limited, a company registered in Cyprus with registered number 152217 and having its registered office at Lampousas Street, 1095 Nicosia, Cyprus
'Computershare' Computershare Company Nominees Limited as custodian of the depositary interests
'Computershare Canada' Computershare Investor Services Inc., located at its head office in
Toronto, Ontario, Canada
'Consolidation' the proposed consolidation of every 30 Existing Ordinary Shares into one New Ordinary Share
'Consolidation Record Date' 20 October 2015 (or such later date as the Directors may determine and communicate to Shareholders via an appropriate announcement to a Regulatory Information Service), being the date by reference to which the Consolidation is calculated
'CREST' the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form
'CREST Manual' the document of that name issued by Euroclear
'CREST Voting Instruction' a message by or on behalf of Depositary Interest holders in connection with the EGM transmitted through CREST properly authenticated in accordance with Euroclear's specifications and containing the information required for such instructions in the CREST Manual
'Depositary Interests' depositary interests representing Ordinary Shares
'Directors' the directors of the Company, whose names are set out on page 5 of this
Circular
'EGM' or 'Meeting' the Extraordinary General Meeting of the Company to be convened for
12.00 p.m. (BST) on 13 October 2015, notice of which is set out at the end of this Circular
'Euroclear' Euroclear UK & Ireland Limited, the operator of CREST 'Existing Ordinary Shares' ordinary shares of 0.25 pence each in the Company
'Form of Instruction' the form of instruction for use by Depositary Interest holders in connection with the EGM
'Form of Proxy' the form of proxy enclosed with this Circular for use by holders of
Ordinary Shares in connection with the EGM 'Group' the Company and its subsidiaries
'London Stock Exchange' London Stock Exchange plc
'Market Price' means on AIM the average of the mid-market closing prices and on the
TSX the volume weighted average trading price of an Ordinary Share
'Notice of Meeting' the notice convening the Meeting which is set out at the end of this
Circular
'New Ordinary Share(s)' the ordinary shares of 7.5 pence each in the capital of the Company following the Consolidation
'Option' a right to acquire a specified number of Ordinary Shares granted under the Share Option Plan
'Ordinary Shares' Existing Ordinary Shares or New Ordinary Shares, as the context requires
'Regulatory Information Service' or
'RIS'
a regulatory information service approved by the London Stock
Exchange for the purposes of the AIM Rules
'Resolutions' the resolutions to be proposed at the EGM which are set out in the
Notice of Meeting
'Share Option Plan' the EMED Mining Public Limited Share Option Plan 2013 'Shareholders' holders of Ordinary Shares and, where the context requires, Depositary
Interests
'TSX' the Toronto Stock Exchange
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'VIF' the voting instruction form for use by Non-Registered Shareholders holding Ordinary Shares through CDS
Letter from the Chairman of EMED Mining Public Limited
EMED MINING PUBLIC LIMITED
(Incorporated and registered in Cyprus with Registered No. 152217)
Directors Registered Office
Roger Owen Davey (Non-executive Chairman) 1 Lampousas Street Alberto Arsenio Lavandeira Adan (Managing Director and Chief Executive Officer) 1095 Nicosia Hui (Harry) Liu (Non-executive Director) Cyprus Dr Jose Sierra Lopez (Non-executive Director)
Jesus Fernandez (Non-executive Director) Damon Gilbert Barber (Non-executive Director) Dr Hussein Barma (Non-executive Director)
Jonathan Forrester Lamb (Non-executive Director) Stephen Victor Scott (Non-executive Director)
11 September 2015
Proposed Consolidation of Ordinary Shares, Amendment of the Articles of Association, Change of Name and Notice of Extraordinary General Meeting
Dear Shareholder,
1. Introduction
The Company announced earlier today that it is convening an Extraordinary General Meeting in order to consolidate the Existing Ordinary Shares, amend the Articles and to change the name of the Company. The EGM will be held on 13 October 2015 at 12.00 p.m. (BST) at the offices of Field Fisher Waterhouse LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT. The Notice of Meeting is set out at the end of this Circular. This letter provides an explanation of each resolution to be proposed at the EGM and the reasons for the Consolidation and the Change of Name.
Enclosed with this Circular is a Form of Proxy for use by Shareholders or a Form of Instruction for use by Depositary Interest holders. Holders of Depositary Interests in CREST and Non-Registered Shareholders in CDS will also be able to transmit voting instructions within CREST and within CDS, respectively. Information on the completion and return of Forms of Proxy, Forms of Instruction, CREST Voting Instructions and VIFs are set out below and in the notes to the Notice of Meeting.
2. Background to and Reasons for the Consolidation and the Change of Name
2015 has been a very exciting year for the Company principally through the re-establishment of production at the Riotinto Copper Project. The Company will now be focusing on ramping up production and becoming a significant European copper producer. Accordingly, in order to better reflect the prospects for the Company and to help reinvigorate its presence in the capital markets, the Board is proposing a share consolidation and change of name.
The Company's current issued share capital consists of approximately 3.5 billion Existing Ordinary Shares. The number of shares has resulted from a number of capital raisings since the Company's incorporation in 2004 in order to fund its operations, including most recently the issue of approximately 2.1 billion shares to raise capital to help fund the development of the Riotinto Copper Project and capitalise certain borrowings from cornerstone Shareholders. The Board considers that the current issued share capital is considerably higher than similar sized companies on AIM and the TSX and it believes that this affects negatively investors' perception of the Company. Accordingly, following consultation with certain of the Company's Shareholders, the Consolidation is being proposed in order to reduce the number of Ordinary Shares that are in issue to a level more in line with comparable AIM and TSX listed companies. The Directors believe that the Consolidation may improve the liquidity and marketability of Ordinary Shares to a wider range of investors, including institutional investors. The Board is hopeful that the Consolidation will make the Ordinary Shares a more attractive investment proposition.
5
The Company is proposing to change its name to 'Atalaya Mining plc'. Corta Atalaya, part of the Company's flagship Riotinto Copper Project, was at one time the largest open-pit mine in Europe. Corta Atalaya takes its name from the village of La Atalaya which was founded in 1883 to accommodate miners of the San Dionisio copper vein. The Board believes that the proposed name better reflects the Company's primary focus, being the restart of production of the Riotinto Copper Project, rather than its projects in the Eastern Mediterranean.
3. Summary of Resolutions to be Proposed at the EGM
Resolution 1: Consolidation of Share Capital and Amendment to the Articles
At the EGM, the Directors are inviting Shareholders to approve a Resolution which will authorise the Consolidation. The share capital of the Company will be re-organised by consolidating all of the issued and unissued Existing Ordinary Shares into ordinary shares of 7.5 pence on the basis of one New Ordinary Share for every 30 Existing Ordinary Shares, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Articles.
As at the date of this Circular, the Company has 3,500,386,633 Existing Ordinary Shares in issue. To effect the
Consolidation, it will be necessary to issue a further 17 Existing Ordinary Shares to increase this to 3,500,386,650
Existing Ordinary Shares which is exactly divisible by 30. These 17 additional Existing Ordinary Shares would be issued to the Company's broker, Canaccord Genuity Limited. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction would be sold pursuant to the arrangements for fractional entitlements described below.
In addition, Shareholders will be asked to approve an amendment to the Articles to include a new regulation which, upon a variation of the Company's share capital, will entitle the Company's directors to deal with ordinary shares representing fractional entitlements to which Shareholders would otherwise be entitled. In particular, the Company's directors may sell such ordinary shares and distribute the proceeds of sale after deduction of the expenses of the sale in due proportion amongst the Shareholders, except that if the amount due to a person is less than three pounds (£3.00) the sum may be retained by the Company.
As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of the issued ordinary shareholdings in the Company held by each Shareholder immediately before and after the Consolidation will, save for fractional entitlements, remain unchanged. In the event that the number of Existing Ordinary Shares attributed to a Shareholder is not exactly divisible by 30, the Consolidation will generate an entitlement to a fraction of a New Ordinary Share.
Accordingly, following the Consolidation, any Shareholder who has a fractional entitlement to any New Ordinary Shares, will not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any Shareholders holding fewer than 30
Existing Ordinary Shares at the Consolidation Record Date will cease to be Shareholders in the Company.
Disposal of fractional entitlements
As mentioned above, the Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 30. No certificates regarding fractional entitlements will be issued. Instead, in accordance with the authority in the new regulation to be included in the Articles mentioned above, any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of those Shareholders entitled to the fractions. The Company will distribute the proceeds of any such sale. In the event that the net proceeds arising from the sale of any fraction in question exceed £3.00, such proceeds shall be paid to the relevant Shareholders in the appropriate proportions. Where the net proceeds of sale amount to £3.00 or less, the Board is of the view that, as a result of the disproportionate costs, it would not be in the Company's best interests to distribute such proceeds of sale, which will instead be retained for the benefit of the Company.
For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, Intermediaries, CDS or other nominees, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not the Company's.
Resulting Share Capital
Assuming no Ordinary Shares are issued between the date of this Circular and immediately before the EGM (other than the 17 Ordinary Shares mentioned above), the issued share capital of the Company immediately following the Consolidation will change and is expected to comprise 116,679,555 New Ordinary Shares. The authorised share capital will be £15,000,000 divided into 200,000,000 New Ordinary Shares. The last day for dealing in the Existing Ordinary Shares on AIM and TSX is expected to be 20 October 2015.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. Subject to the Shareholder approval of Resolution 1, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 21 October 2015.
Application has been made for the New Ordinary Shares to be posted for trading on the TSX, subject to Shareholder approval of Resolution 1 and TSX approval. The New Ordinary Shares are expected to be posted for trading on the TSX on a post-Consolidation basis on 21 October 2015.
Shareholders who hold Depositary Interests will have such interests disabled in their CREST accounts on the Consolidation Record Date, and their CREST accounts will be credited with Depositary Interests representing the New Ordinary Shares to which they are entitled following Admission, which is expected to take place on 21 October 2015.
Following the Consolidation, any existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in certificated form, on or before 4 November 2015.
With respect to Shareholders who hold their Existing Ordinary Shares through Computershare Canada, all such Existing Ordinary Shares are held in electronic positions with CDS or otherwise, and as such no letter of transmittal will be mailed to shareholders in connection with effecting the Consolidation. No action is required to be taken by a registered or non-registered Shareholder in order for such Shareholders to receive the New Ordinary Shares to which they are entitled upon completion of the Consolidation. Settlement of the New Ordinary Shares in CDS is expected to occur on or about 23 October 2015.
Resolution 2: Authority to Allot Ordinary Shares
Under Section 60B of the Companies Law, every time a Cypriot public company issues shares for cash, or grants rights to subscribe for shares, it must first offer those shares or rights to shareholders on a pro rata basis. The rights of pre-emption in Section 60B of the Companies Law may be disapplied by a resolution of Shareholders in general meeting.
At the extraordinary general meeting of the Company held on 23 June 2015 Shareholders authorised the Directors to allot, or grant rights to subscribe for, up to an aggregate of 350,000,000 Existing Ordinary Shares, representing approximately 10% of the current issued share capital. The Board wishes to retain a similar authority in order to be able to issue New Ordinary Shares following the Consolidation. Accordingly, subject to the passing of Resolution 1, the Shareholders will be asked to consider and, if deemed advisable, to approve a resolution to authorise the Directors, in substitution for all previous powers granted to them, to allot, or grant rights to subscribe for, up to an aggregate of 11,667,956 New Ordinary Shares (representing approximately 10% of the issued share capital of the Company as it is expected to be immediately following the Consolidation) as if the rights of pre- emption in Section 60B of the Companies Law did not apply. In accordance with the terms of Resolution 2, any New Ordinary Shares issued, or rights to subscribe for New Ordinary Shares granted, pursuant to this authority will be at a price of not less than a 20% discount to the Market Price of a New Ordinary Share on AIM for the ten trading days immediately preceding the issue or the grant and subject to compliance with, and obtaining any requisite approvals required by, the rules of AIM and the TSX. Such authority, unless previously revoked or renewed, will expire at the next annual general meeting of the Company.
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