COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
African Potash Limited ("African Potash" or "the Company") was incorporated in August 2011 and its entire issued share capital was admitted to trading on AIM in September 2011. The Company was formed, and whose investing policy is, to acquire potash (and associated minerals) assets and/or acquire or invest in businesses with potash (and associated minerals) assets or projects in sub-Saharan Africa.
In accordance with the Company's investing policy, African Potash has identified Patagonia Capital Limited ("Patagonia") as an appropriate acquisition target.
On 28 January 2013, the Company entered into an acquisition agreement, pursuant to which the Company has agreed to acquire the entire issued share capital of Patagonia for a maximum consideration of US$15 million to be satisfied (i) by the issuance of ordinary shares of African Potash, including the Consideration Shares, up to a value of US$12 million and (ii) by the payment of up to US$3 million in cash (the "Acquisition").
Patagonia is a Mauritian incorporated company, which holds 70 per cent. of the issued share capital of La Societe des Potasses et des Mines S.A. ("SPM"), a company incorporated and registered in the Republic of Congo. On 3 December 2012, SPM was granted a formal "Permis de Recherches" in respect of the Lake Dinga project area of the Republic of Congo, a highly prospective potash region. The Permis de Recherches gives SPM the exclusive right to conduct mining research activities for potash salts and related salts in the Lake Dinga project area for a period of three years, commencing 3 December 2012, and two renewals of two years each provided certain conditions have been satisfied.
The Acquisition constitutes a reverse takeover under the AIM Rules and is therefore conditional, inter alia, on the approval by Shareholders at a general meeting. A reverse takeover also involves the cancellation of the Existing Ordinary Shares from trading on AIM and a new application for the Enlarged Share Capital to be admitted to trading on AIM. A separate application will be made for the Consideration Shares to be admitted to AIM.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
226,583,062 ordinary shares of no par value each
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission - £nil
Expected market capitalisation on Admission - £7,081,000 *
* based on the closing mid-market price of an Ordinary Share on 20 February 2013
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Edward (Ed) Hammond Rivers Marlow - Chairman and CEO
Philippe (Phil) Henri Edmonds - Non-Executive Director
Andrew Stuart Groves - Non-Executive Director
Jean-Pierre Conrad - Proposed Chairman
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
% BEFORE ADMISSION
% AFTER ADMISSION
Novum Securities Limited
Ely Place Nominees
YF Finance Limited
JM Finn Global Opportunities Fund
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 30 June
(ii) 30 June 2012 (being unaudited interim historical financial information on Patagonia, the subject of the Reverse Takeover)
(iii) (a) Interim results to 31 December 2012, by 31 March 2013
(b) Final results to 30 June 2013, by 31 December 2013
(c) Interim results to 31 December 2013, by 31 March 2014
EXPECTED ADMISSION DATE:
22 February 2013
NAME AND ADDRESS OF NOMINATED ADVISER:
Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN
NAME AND ADDRESS OF BROKER:
Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN (joint broker)
GMP Securities Europe LLP, Stratton House, 5 Stratton Street, London W1J 8LA (joint broker)
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN.
THE ADMISSION DOCUMENT CONTAINS FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.
DATE OF NOTIFICATION:
21 February 2013
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