NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED DELISTING FROM THE OSLO AXESS MARKET OF THE OSLO BØRS
(Thomson Reuters ONE) -
The Annual General Meeting of London Mining is to be held at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 11 May 2011 at 11.00am
(London time). The following documents will be dispatched to shareholders later
today:
* Annual Report and accounts for the year ended 31 December 2010;
* Circular (including a summary of the resolutions to be proposed at the
Annual General Meeting and the notice of Annual General Meeting) (the
"Circular"); and
* Form of Proxy.
A DnB NOR Voting Instruction Form, a Form of Instruction and a Transfer Form
have also been dispatched to those persons who hold beneficial interests in
ordinary shares in VPS (Norway's paperless centralized securities registry).
The Annual Report, Circular, Form of Proxy, DnB NOR Voting Instruction Form,
Form of Instruction and a Transfer Form are attached.
Copies of the documents are also available on London Mining's website
(www.londonmining.co.uk) and the Oslo Axess website (www.newsweb.no). Details
of the resolutions to be proposed at the Annual General Meeting are set out in
the Circular. One of the resolutions to be put to the Shareholders is to obtain
Shareholder approval to apply for its Shares to be delisted from the Oslo Axess
market of the Oslo Børs (the "Delisting").
Introduction to the Delisting
The Delisting is subject to: (i) the passing of the Delisting Resolution by the
requisite majority of Shareholders at the Annual General Meeting to be held on
11 May 2011; and (ii) the approval of the Oslo Børs. If the Delisting
Resolution is passed at the Annual General Meeting and Oslo Børs approves the
Delisting, the Oslo Børs will confirm the date that the Delisting will take
effect, which is currently expected to be at 7.00 a.m. on 15 July 2011.
VPS Shareholders should note that, if the Delisting is approved, the Company
will terminate the VPS registration of Shares and Shares will no longer be
capable of being held in VPS. VPS Shareholders who do not make arrangements to
transfer their Shares into CREST prior to the Delisting Effective Date will
receive share certificates in their own name, in respect of their Shares.
Further details of the process to be followed by, and the tax implications for,
VPS Shareholders wishing to transfer their Shares into CREST in advance of the
Delisting are set out in the section headed "Delisting process and VPS" below
and the Circular.
The Shares will continue to be admitted to trading on AIM and the Delisting will
have no impact on this.
Background to and reasons for the proposed Delisting
The Shares have been listed on the Oslo Axess market of the Oslo Børs since
October 2007. In November 2009, the Shares were admitted to trading on AIM and
the Company has maintained its dual listing status since then. In connection
with the AIM listing, the Company announced that it would review the status of
the Oslo Axess listing after an appropriate period of time.
The Board has undertaken a review of the costs and benefits of maintaining the
Oslo Axess listing as well as the AIM listing and has concluded that for the
reasons set out below it is in the best interests of the Company for the Shares
to be delisted from Oslo Axess:
* since the Shares were admitted to trading on AIM, there has been a very
low level of trading on Oslo Axess compared to AIM. In the period from
6 November 2009 to 4 April 2011, being the latest practicable date prior
to the publication of this announcement, the average daily trading
volume on AIM was 30 times higher than the average trading volume on the
Oslo Axess market (Oslo Axess: 23,474 Shares per day; AIM: 704,425
Shares per day (excluding the volume generated by the placing of Shares
in connection with the AIM listing)). As at 4 April 2011, being the
latest practicable date prior to the publication of this announcement,
only 15 per cent. of the Shares were held in VPS and therefore benefit
from the Oslo Axess listing and 22 per cent. of the Shares held in VPS
were held by Graeme Hossie (including those held through Pelos Strategy
Limited, in which Graeme Hossie holds a beneficial interest), who has
agreed to transfer his holding, and to procure that Pelos Strategy
Limited transfers its holding, out of VPS prior to the Delisting;
* at present, the Company is required to comply with the Oslo Axess Rules
and the AIM Rules for Companies which differ in certain areas and
accordingly impose additional regulatory burdens and increased
compliance costs that would be avoided if the Delisting were approved.
For example, the requirement for a company listed on Oslo Axess to
publish a prospectus if it issues new shares representing 10 per cent.
or more of its existing issued share capital in a rolling 12 month
period, the requirement for which may in certain circumstances inhibit
the Company's ability to make acquisitions or issue new Shares to raise
funds;
* the cost of maintaining the Oslo Axess listing is a burden on the
Company's financial resources and management time and is
disproportionate to the benefits gained from the Oslo Axess listing.
Financial costs include fees paid to the Company's Norwegian legal
advisers, public relations advisers, registrar and Oslo Axess fees; and
* the Directors believe that the AIM listing has enhanced Shareholder
value by allowing the Company and its Shareholders to benefit from the
presence of established mining sector research coverage in London and
has given the Company improved access to global investors. The
Directors believe that given the Company's size, stage of development
and strategy, it is more appropriate and more beneficial for it to be
listed on AIM rather than Oslo Axess.
The Delisting will not have any impact on the Company's management strategy or
operations, further details of which are available on the Company's
website:www.londonmining.co.uk. Consistent with market practice for companies
listed on Oslo Axess, the Company has been preparing quarterly financial
reports. Following the Delisting, the Company will only be required to release
annual and half-yearly results under the AIM Rules for Companies, although it
will continue to provide trading updates as and when appropriate.
Delisting process and VPS
The Delisting is subject to: (i) the passing of the Delisting Resolution (which
requires votes in favour representing at least 75 per cent. of the votes cast);
and (ii) the approval of the Oslo Børs. If the Delisting Resolution is passed
at the General Meeting the Company will make an application to the Oslo Børs for
the Shares to be de-listed. Such an application cannot be made before the
Delisting Resolution is passed. The Directors expect that the Delisting
application will be considered by the Oslo Børs at a meeting of its board of
directors on 15 June 2011 (unless delegated to the administration department of
the Oslo Børs in which case the decision could be made earlier). If the Oslo
Børs approves the Delisting, it will resolve the date that the Delisting will
take effect, which is currently expected to be at 7.00 a.m. on 15 July 2011.
The Oslo Børs has complete discretion as to whether to approve the Delisting and
therefore there can be no guarantee that the Delisting will be approved by it.
The Company will announce the decision of the Oslo Børs and, if approved, the
confirmed date that the Delisting will take effect as soon as practicable
following receipt of the decision by the Oslo Børs on 15 June 2011 (or earlier
as the case may be).
If the Delisting is approved, the Company will terminate the VPS registration of
the Shares and Shares will no longer be capable of being held in VPS. VPS
Shareholders who do not make arrangements to transfer their Shares into CREST
prior to the Delisting Effective Date will receive share certificates in their
own name, in respect of their Shares. Following the Delisting Effective Date,
it will be possible to dematerialise Shares in certificated form into CREST. To
do this, you must contact your stockbroker who will provide you with the
required CREST transfer form and instructions on how to complete it.
VPS Shareholders should note that transferring shares to the VPS Shareholders'
CREST account will not give rise to any UK stamp duty or SDRT provided that
there is no change in the holder of the beneficial interests in the Shares.
However, an SDRT charge arises when an existing holder of Shares transfers
those shares (whether held in CREST or otherwise outside the VPS system) to the
VPS system at 1.5 per cent. of the market value of the Shares at the time of
transfer. If you choose to transfer your Shares to CREST and then wish to
transfer them back to the VPS system, an SDRT charge of 1.5 per cent. of the
market value of the Shares at the time of transfer will be payable by VPS which
the Company anticipates you will be required to fund as a condition of the
transaction proceeding. Accordingly, unless VPS Shareholders intend to hold
Shares in CREST regardless of whether the Delisting occurs or not, the Board
recommends that VPS Shareholders do not take any action to transfer Shares to
CREST until the Oslo Børs has approved the Delisting which is currently expected
to be on 15 July 2011.
Further details of the process to be followed by, and the tax implications for,
VPS Shareholders wishing to transfer their Shares into CREST in advance of the
Delisting will be set out in the Circular.
The Shares will continue to be admitted to trading on AIM.
The Company's website can be found at:www.londonmining.co.uk
For more information, please contact:
London Mining Plc +44 20 7201 5000
Thomas Credland, Head of Investor Relations
Liberum Capital (Nominated Advisor/Broker) +44 20 3100 2000
Clayton Bush/Christopher Kololian
J.P. Morgan Cazenove (Broker) +44 20 7742 4000
Adam Brett / Neil Passmore
About London Mining
London Mining is focused on identifying, developing and operating scalable mines
to become a mid-tier supplier to the global steel industry. London Mining is
developing three iron ore mines in Sierra Leone, Saudi Arabia and Greenland as
well as a coking coal operation in the Socha region of Colombia. All London
Mining's assets have deliverable production with potential for expansion. The
Company listed on the Oslo Axess on 9 October 2007 and on AIM in London on 6
November 2009. It trades under the symbols LOND.L and LOND.NO (Reuters) and LOND
LN and LOND NO (Bloomberg).
EXPECTED TIMETABLE OF EVENTS
2011
2010 Annual Report, Circular and Form of Proxy or DnB NOR 6 April
Voting Instruction Form, Form of Instruction and Transfer
Form posted to Registered Shareholders and VPS Shareholders
Latest time and date for receipt of DnB NOR Voting 11.00 a.m. on 3 May
Instruction Forms
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 9 May
Annual General Meeting 11.00 a.m. on 11 May
Expected hearing of the board of directors of the Oslo 15 June4
Børs3 to consider the Delisting and announcement of the
result of the decision of the Oslo Børs
Expected last day of trading in Shares on Oslo Axess 15 July4
Notes:
1.Each of the times and dates above are subject to change. If any of the above
times and/or dates change, the revised times and/or dates will be notified to
Shareholders by announcement on a regulatory information service.
2.All of the above times refer to London time unless otherwise stated.
3.Unless delegated to the administration department of the Oslo Børs.
4.All events in the above timetable following the General Meeting are
conditional upon approval by Shareholders of the Delisting Resolution to be
proposed at the General Meeting and all events following the hearing of the Oslo
Børs to consider the Delisting are also conditional on the sanction of the
Delisting by the board of directors of the Oslo Børs and its confirmation of the
last day of trading in Shares on Oslo Axess.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"AIM" the AIM market operated by the London Stock
Exchange
"AIM Rules for Companies" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Annual General Meeting" the annual general meeting of the Company to
be held at 11.00 a.m. on 11 May 2011, notice
of which will be set out in the Circular, to
consider and, if thought fit, approve, inter
alia, the Delisting Resolution
"Board" or "Directors" the Directors of the Company
"Circular" the circular to be dispatched to Shareholders
later today setting out the details of the
Delisting and notice of Annual General Meeting
together with details of the action to be
taken by Registered Shareholders and VPS
Shareholders to vote at the Annual General
Meeting
"Company" or "London Mining" London Mining plc
"CREST" a relevant system (as defined in the
Regulations) in respect of which Euroclear is
the Operator (as defined in the Regulations)
"Delisting" the proposed termination of the listing of the
Shares on the Oslo Axess market of the Oslo
Børs
"Delisting Effective Date" 15 July 2011 or such other date as is resolved
by the Oslo Børs and notified to Shareholders
by announcement on a regulatory information
service
"Delisting Resolution" the resolution numbered 15 to be proposed at
the Annual General Meeting to approve the
Delisting
"DnB NOR" DnB NOR Bank ASA
"DnB NOR Voting Instruction Form" the voting instruction form for use by VPS
Shareholders in connection with the Annual
General Meeting
"Directors" the directors of the Company
"Euroclear" Euroclear UK & Ireland Limited
"Form of Instruction" the form of instruction for use by VPS
Shareholders instructing DnB NOR to instruct
HSBC to transfer the legal ownership of the
Shares held in DnB NOR's intermediary cross
border account with HSBC to the CREST account
of the VPS Shareholder or his nominee, further
details of which will be set out in the
Circular
"Form of Proxy" the form of proxy for use by Registered
Shareholders in connection with the Annual
General Meeting
"HSBC" HSBC Global Custody Nominee (UK) Ltd, the
legal owner of the VPS Shares
"London Stock Exchange" London Stock Exchange plc
"Oslo Axess Rules" the continuing obligations of stock exchange
listed companies as approved by the Oslo Børs
in February 2011
"Registered Shareholder" a holder of Shares whose name appears in the
Company's register of members
"Regulations" the Uncertificated Securities Regulations
2001 No. 3755, as amended from time to time
"SDRT" stamp duty reserve tax
"Shareholders" Registered Shareholders and, where the context
requires, VPS Shareholders
"Shares" ordinary shares of £0.002 each in the share
capital of the Company
"Transfer Form" the transfer form for use by VPS Shareholders
in connection with the transfer of Shares into
DnB NOR's intermediary cross border account
with HSBC, further details of which will be
set out in the Circular
"UK" the United Kingdom of Great Britain and
Northern Ireland
"VPS" the Norwegian Central Securities Depositary
(in Norwegian: "Verdipapirsentralen")
"VPS Shareholder" a holder of beneficial interests in Shares in
the VPS
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
DnB NOR Voting Instruction Form:
http://hugin.info/137683/R/1504095/438999.pdf
Annual Report 2010:
http://hugin.info/137683/R/1504095/438997.pdf
Form of Instruction_Form of Proxy_Transfer Form:
http://hugin.info/137683/R/1504095/439000.pdf
Circular:
http://hugin.info/137683/R/1504095/438998.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: London Mining Plc via Thomson Reuters ONE
[HUG#1504095]
Unternehmensinformation / Kurzprofil:
Datum: 06.04.2011 - 16:50 Uhr
Sprache: Deutsch
News-ID 53232
Anzahl Zeichen: 21463
contact information:
Town:
London
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 146 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED DELISTING FROM THE OSLO AXESS MARKET OF THE OSLO BØRS"
steht unter der journalistisch-redaktionellen Verantwortung von
London Mining Plc (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
