Result of GM & Board Changes

RNS Number : 1188W

Premier Management Holdings PLC

12 November 2010

 

For immediate release: 12 November 2010

Premier Management Holdings plc

("Premier Management" or the "Company")

Result of General Meeting & Board Changes

Premier Management announces that, at the General Meeting of the Company held today, all resolutions put to the meeting were duly passed. Resolution 7, seeking approval for the change of the Company's name to Central Asia Resources Holdings Plc, was withdrawn from the General Meeting and the future renaming of the Company is being reviewed.

Terms and definitions used in this announcement shall have the meaning given in the Circular to Shareholders dated 27 October 2010 (the "Circular") unless the context requires otherwise.

Disposal of principal trading business and adoption of Investing Policy

The Company is also pleased to announce that Barry Gold has today exercised the option to acquire the Football Business in accordance with the terms of the Option Agreement and has resigned from the board of the Company with effect from completion of the transfer of the Football Business.

Completion of the Option constitutes a fundamental change of business pursuant to Rule 15 of the AIM Rules and divests the Company of all, or substantially all of its trading business, activities and assets. The Company is therefore now an investing company for the purposes of the AIM Rules and will seek to identify further ways to create value for Shareholders through acquisitions in the natural resources sector in accordance with the terms of the Investing Policy.

The Company has an option to acquire the entire issued share capital of Central Asia Resources Limited which is investigating, and has signed protocols on, natural resource projects in Kyrgyzstan, including the Cholokkaindy Project gold exploration licence.

Appointment of New Directors

The Company is delighted to announce the appointments of Christian Schaffalitzky as a non executive director and Dr Reza Tabrizi as an executive director with immediate effect.

Christian Schaffalitzky has a distinguished career of more than thirty-five years as a geologist and chartered engineer. He is currently managing director of Eurasia Mining plc listed on the London Stock Exchange. From 1984 to 1992, he founded and managed the international minerals consultancy, CSA Group, now CSA Global Pty Ltd. Christian was a founder of Ivernia West plc, where he led the exploration activities and was instrumental in the discovery and development of the Lisheen zinc deposit in Ireland. More recently, he was managing director of Ennex International plc an Irish quoted mineral exploration company, focused on zinc development projects. He has also been engaged in precious and base metal mineral exploration and development in the former Soviet Union and is an independent director on the board of the Russian company, Raspadskaya Coal Company. He is also a director of Kibo Mining plc and Red Crescent Resources Ltd.

Eurasia Mining plc has agreed to assist the Company in developing its investment strategy in the mineral resources sector. With its experience in Russia and the FSU in precious metals exploration and development, Eurasia Mining plc is well placed to guide and direct development work in the Company's main area of interest.

Dr Tabrizi has been involved in project finance in the Central Asian natural resources industries for seventeen years. Dr Tabrizi has consulted government ministers of the Caspian Sea neighboring republics including Azerbaijan, Turkmenistan, Iran, Turkey, Russia, Ukraine and later Kyrgyzstan. He was a founder and director of the Caspian Foundation for Democracy in 2006 and is founder and president of both the Anglo Krygyz and Anglo Turkmen Societies.

Issue of Equity and Loan Notes

In accordance with the terms of the Option Agreement, Barry Gold has today subscribed for 70,433,699 Ordinary Shares.

In addition, as outlined in the Circular, John McKeon has today subscribed for 87,138,699 Ordinary Shares and Baisden Investments Limited has subscribed for 29,143,377 Ordinary Shares. 

Mr McKeon, Noel Lyons, Conrad Windham, Neil Miller, Christian Schaffalitzky and Laurence Davis have subscribed for convertible loan notes totalling £151,000 which may be converted (together with accrued interest) in whole or part into Ordinary Shares in accordance with the terms of the instruments ("Convertible Loan Notes") and of which Noel Lyons, Conrad Windham, Neil Miller, Christian Schaffalitzky and Laurence Davis today elected to convert their Convertible Loan Notes into Ordinary Shares. Mr McKeon assigned his Convertible Loan Notes to the value of £59,000 to a number of relatives and associates who have also today elected to convert their Convertible Loan Notes into Ordinary Shares. Mr McKeon has also today elected to convert his remaining Convertible Loan Notes into Ordinary Shares. Therefore the total amount of Ordinary Shares to be issued in respect of the Convertible Loan Notes described above is 151,744,669 Ordinary Shares.

Accordingly, application has been made for the admission to trading on AIM ("Admission") of 338,460,444 Ordinary Shares (the "New Ordinary Shares"). It is expected that Admission will take place and that dealings in the New Ordinary Shares will commence on 18 November 2010. The New Ordinary Shares will rank pari passu with, and will be identical in all respects to, the existing Ordinary Share capital of the Company. Following Admission the enlarged issued share capital of the Company consists of 443,178,444 Ordinary Shares of 0.1p.

Following the issue of the New Ordinary Shares and the conversion of the Convertible Loan Notes, each as described above, the Company has been informed of the following notifiable interests (or adjustments to notifiable interests) in the shares of the Company:

	Existing No. of Ordinary Shares	New Ordinary Shares Issued	Revised No. of Ordinary Shares	% of Enlarged Ordinary  Share Capital
Directors
Gerry Desler	86,000	0	86,000	0.02%
Christian Schaffilitzky	0	5,024,660	5,024,660	1.13%
Non-Directors
Barry Gold	16,705,000	70,433,699	87,138,699	19.66%
John McKeon	0	113,557,879	113,557,879	25.62%
Noel Lyons	0	30,147,950	30,147,950	6.80%
Baisden Investments Limited	0	29,143,377	29,143,377	6.58%
Conrad Windham	0	20,098,630	20,098,630	4.54%

For further information please contact:

Premier Management Holdings plc
Dr Reza Tabrizi, Executive Director	Tel. [phone]
Brewin Dolphin
Alex Dewar	Tel. [phone]
Neil McDonald	Tel. [phone]
M: Communications
Ben Simons	Tel. [phone]

Pursuant to the AIM Rules for Companies (the "AIM Rules"), the following information in respect of Christian Schaffilitzky and Dr Tabrizi, which is required to be disclosed, is set out below. Other than this information, there is no further information required to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules.

Full name and age:	Christian Schaffalitzky De Muckadell, aged 57
Current Shareholding in the Company	Nil
Current Directorships and Partnerships	Eurasia Mining plc* Eurasia Mining (UK) Ltd # Eurasia Investments Limited # Tylai Mining Limited # Urals Alluvial Platinum Ltd # ** OAO Raspadskaya Coal Company* Sloane Developments Ltd Kibo Mining plc Red Crescent Resources Ltd
Previous Directorships and Partnership (5 years)	East India Devonshire Sports and Public Schools Club Ltd Petroceltic International plc* Petroceltic investments Ltd  ++ Petroceltic Erris Ltd  ++ Petroceltic plc  ++ Petroceltic African Holdings Ltd ++ Petroceltic Ksar Hadada Ltd  ++ Petroceltic Isarene Ltd  ++ Green Orphans Trust Ltd  ++ Mogul of Ireland Limited  ++ Summit Exploration Ltd  ++ Gostem Limited  ++ Ardmore Explorations Ltd  ++ Africa One Services Ltd Africa One Services (AU) Ltd OJSC Chelyabinsk Zinc Plant*
*           Listed companies #          Subsidiaries of Eurasia Mining plc **          50% with Anglo Platinum Cyprus subsidiary ++        Subsidiaries of Petroceltic International plc, formerly Ennex International plc

Full name and age:	Dr Mohammad Reza Rezai-Tabrizi, aged 51
Current Shareholding in the Company	Nil
Current Directorships and Partnerships	Anglo Kyrgyz Society Anglo Turkmen Society Canbury Insurance Services
Previous Directorships and Partnership (5 years)	Caspian Foundation for Democracy

 

END

 

 

REGBSBDBIUBBGGD