Change in Corporate Structure

RNS Number : 9294R

Centamin Egypt Limited

11 November 2011

 



This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the prospectus (the "Prospectus") to be published by Centamin plc in due course in connection with the admission of its ordinary shares to the premium segment of the Official List of the Financial Services Authority and to trading on the London Stock Exchange's main market for listed securities. A copy of the Prospectus will, following publication, be available from www.centamin.com.

Change in Corporate Structure

Centamin Egypt Limited ("Centamin" or the "Company") (LSE: CEY, TSX: CEE) announces its intention to change the corporate structure of Centamin and its subsidiaries (the "Centamin Group" or "Group") by putting in place a new parent company for the Centamin Group, Centamin plc ("Centamin plc"), incorporated in Jersey (the "Redomicile").  Application will be made for the ordinary shares of Centamin plc ("Centamin plc Shares") to be admitted to the premium segment of the Official List ("Official List") of the Financial Services Authority ("FSA") and to trading on the London Stock Exchange's ("LSE") Main Market for listed securities ("Admission") on the Redomicile being implemented.  Application has already been made to (and conditional approval has been granted by) the Toronto Stock Exchange ("TSX") for the Centamin plc Shares to be listed on the TSX.  The Redomicile will not result in any changes in Centamin's management, operations or strategy and the Centamin plc Shares will trade under the same symbols (LSE: CEY, TSX: CEE) as the Centamin shares trade at present.

A scheme booklet setting out full details of the Redomicile and the requisite shareholder meetings to approve it (together with the notice of the shareholder meetings) will be sent to Centamin shareholders on or around 14 November 2011 (the "Scheme Booklet").  A prospectus in relation to Centamin plc will also be published and filed with the FSA prior to Admission. 

Reasons for the Redomicile

Centamin is currently domiciled in Australia. In the context of the Centamin Group's current operations and plans for expansion, Centamin's board of directors (the "Board") has determined that the Redomicile is in the best interests of shareholders and the Board believes that the Redomicile will better position the Group to realise its strategic goals.  Potential advantages of the Redomicile are that it:

·      allows Centamin plc to position itself in the Europe, Middle East and Africa ("EMEA") region where all of the Centamin Group's operations are currently based;

·      allows Centamin plc to adopt a more international presence with a greater nexus to the larger EMEA region financial centres;

·      is consistent with Centamin's growing international shareholder base and improves the potential for further international investor interest;

·      allows Centamin plc shareholders to benefit from the protection of the UK City Code on Takeovers and Mergers; and

·      provides Centamin plc the potential to create a more flexible global structure.

Josef El-Raghy, Chairman of Centamin, said: "The proposed Redomicile will move the Centamin Group closer to the majority of its shareholders and will complete the Group's corporate transition from a small Australian based explorer to an established and growing gold producer."

Key features of the Redomicile

·      Centamin plc will become the new parent company of the Centamin Group by way of a court approved scheme of arrangement conducted in accordance with Australian law (the "Scheme").

·      If the Scheme is implemented, Centamin shareholders (who are classified as eligible shareholders) will receive one Centamin plc Share in exchange for each Centamin share held by them, in accordance with the terms of the Scheme as set out in the Scheme Booklet, and Centamin will become a wholly-owned subsidiary of Centamin plc.

·      Application will be made for the Centamin plc Shares to be admitted to the Official List and to trading on the LSE.

·      Application has been made to (and conditional approval has been granted by) the TSX for the Centamin plc Shares to be listed on the TSX.

·      It is expected that Centamin plc will replace Centamin as a member of the FTSE 250 index.

·      The Redomicile will not result in any changes in Centamin's management, operations or strategy.

·      The Redomicile will not have a material adverse impact on Centamin Group's existing corporate governance regime and existing shareholder protection measures.

·      The implementation of the Redomicile is not expected to have any adverse tax implications for Centamin or Centamin shareholders.

·      In conjunction with the Redomicile, Centamin's existing Loan Funded Share Plans (LFSP) will be rolled over into Centamin plc and a new employee share option plan, replacing Centamin's 2006 employee share option plan, will be adopted by Centamin plc.

·      The Redomicile is expected to be completed by early 2012.

A meeting of Centamin shareholders to consider the Redomicile will be held at 10.30am on 14 December 2011 at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia.  It will be followed by a meeting of Centamin shareholders to consider the proposed changes to the Loan Funded Share Plans and approve the adoption by Centamin plc of new Loan Funded Share Plans, as amended, and a new employee share option plan. 

The Redomicile is subject to the satisfaction or waiver of a number of conditions, including (inter alia):

·     Approval by the requisite majorities of Centamin shareholders.

·     Approval by the Supreme Court of Western Australia and the Australian Foreign Investment Review Board.

·     Admission of Centamin plc to the premium segment of the Official List and to trading on the LSE's Main Market (or receipt of the relevant acknowledgements from the FSA and the LSE in connection with the Admission).

·     The conditional listing of Centamin plc Shares on the TSX (which has already been received).

For more information please contact:

Centamin Egypt Limited Josef El-Raghy, Chairman Chris Aujard, General Counsel & Company Secretary ([e-mail]) Katharine Sutton, Head of Investor Relations ([e-mail]) [phone] or [phone] RBC Capital Markets (Sponsor) Matthew Coakes Daniel Conti [phone] Buchanan Bobby Morse            Gabriella Clinkard [phone]

About Centamin Egypt Limited

Centamin is a mineral exploration, development and mining company that has been actively exploring in Egypt since 1995. The principal asset of Centamin is its interest in the Sukari Gold Mine, located in the Eastern Desert of Egypt. Construction at the Sukari Gold Project commenced in March 2007 with first gold being produced in June 2009.

The Sukari Gold Mine is the first large-scale modern gold mine in Egypt. Centamin's operating experience in Egypt gives it a significant first-mover advantage in acquiring and developing other gold projects in the prospective Arabian-Nubian Shield.

In 2011 Centamin acquired Sheba Exploration (UK) PLC and now has interests in four mineral licences in Ethiopia where it is conducting further exploration activities.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances, and in any jurisdiction.

This announcement contains or may contain certain forward-looking statements with respect to certain plans of the Company and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

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