Asia Energy PLC
30 June 2006
PRESS RELEASE 30/6/2006
ASIA ENERGY PLC
(Incorporated in England and Wales under the Companies Act 1985 (as amended)
with registered number 4913119)
Project Update and Convening of Extraordinary General Meeting
Project update
Asia Energy Plc ('The Company') has established a world-ranking resource of 572
million tonnes of thermal and semi-soft coking coal having obtained
environmental clearance to mine the coal by the most economically practical
method of open pit 'shovel and truck', and the Company has also submitted its
Scheme of Development and Feasibility Study for the mine to the Government of
Bangladesh. Plans are in place for the mine and its operations, for land
acquisition, resettlement and water management and for transporting the coal to
local and export markets. In accordance with the contract with the Government of
Bangladesh, the Company is now waiting for formal approval to start mining and
is confident that this will be forthcoming.
Two independent consultants, SRK Consulting and URS Australia Pty Ltd, have
reviewed the key aspects of the Project, being mining, environmental, social,
logistics, transport and marketing and their reports will form part of a Project
Information Memorandum which the Company will distribute to the international
banking community shortly.
The Company's plans remain on track to invest US$ 1.1 billion (before finance
costs) to reach full production of 15 million saleable tonnes of coal per annum
and to operate the mine for 30-plus years.
Extraordinary General Meeting
The Company is today announcing the convening of an Extraordinary General
Meeting to propose Resolutions to enable the Board to allot shares and to do so
for cash on a non pre-emptive basis.
The Board remains of the view that the Project will be funded by a mix of debt
and equity and, with this in mind and in anticipation of the approval of the
Scheme of Development and Feasibility Study for the Company's Phulbari Coal
Project by the Government of Bangladesh, the Board and its advisers have been
reviewing the possibilities for funding the Project. The purpose of the
Resolutions is to enable the Board to have maximum flexibility and to be able to
conclude a quick way forward to fund the development of the Phulbari Coal
Project in a manner in which it believes is in the best interests of
Shareholders.
No formal decision has yet been reached on the amount of debt and equity to be
raised or the way in which the Project will be financed. Discussions have taken
place with a number of interested parties and potential lenders during which the
possibility of equity participation in the Company has been raised either
alongside, or as an alternative to, a placing of equity with investors.
In putting forward the Resolutions, the Board will make the following comments
and undertakings:
1. The Resolutions will authorise the issue of up to 100 million
shares equivalent to approximately 67% of the enlarged issued share capital if
the authority were to be utilised in full.
2. The value of 100 million shares at today's share price is
approximately US$600 million which reflects the absolute maximum that the Board
would consider as an equity element for financing the Project, together with an
amount of normal headroom. In practice and in current market conditions, the
Board believes that the equity financing element will be less than this amount.
The Board also intends to utilise up to 5% of the authorities sought to
incentivise existing and new personnel employed or engaged by the Company to
assist in the further development of the Project.
3. If the authority were to be used in relation to a placing of
equity with investors on a non pre-emptive basis, the Board will seek to ensure
that existing institutional shareholders will receive preferential allocations
in any such placing.
4. As a UK company, Asia Energy is governed by the provisions of the
City Code on Takeovers and Mergers. Accordingly, no issue of shares will be
made which would result in a single shareholder or concert party holding 30% or
more of the issued share capital of the Company without a vote of independent
shareholders being sought as required by the Code to waive the requirement of
such shareholder or concert party to make an offer for the whole of the share
capital of the Company.
5. The Board will consult with its nominated adviser, JPMorgan
Cazenove, on the terms and conditions of any issue utilising this authority.
6. Notwithstanding the authority being sought from Shareholders to
allow for a non-pre-emptive issue of shares, the Board will keep under review
the possibility of an issue of shares on a pre-emptive basis.
7. The Resolutions, if passed, will be valid until the conclusion of
the next annual general meeting. The Board will put forward similar Resolutions
for further consideration by Shareholders at the next annual general meeting, on
terms reflecting whether or not the current authorities sought have been
utilised in the meantime and any other changes in circumstances.
An Extraordinary General Meeting is to be held at 10.00 a.m. on Wednesday 26
July 2006 at the offices of Trowers & Hamlins, Sceptre Court, 40 Tower Hill,
London, EC3N 4DX, notice of which will be sent out later today. Shareholders
will be asked to consider, and if thought fit, pass resolutions to grant the
Directors of the Company (i) a general authority pursuant to section 80 of the
Act to allot shares and (ii) a power pursuant to section 95 of the Act to allot
shares for cash otherwise than pro-rata to existing Shareholders.
For Further Information:
Gerard Holden Stephen Bywater
Chairman Chief Executive
Ph: 0778 550 3593 Ph: 0207 290 1630
Graham Taggart Cathy Malins or Annabel Leather
Finance Director Parkgreen Communications
Ph: 0207 290 1630 Ph: 0207 493 3713
This information is provided by RNS
The company news service from the London Stock Exchange
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