Proposed Demerger - Qualifyin

RNS Number : 6881C

Niger Uranium Limited

18 November 2009

 



For immediate release

18 November 2009

Niger Uranium Limited

("Niger Uranium" or the "Company")

Proposed Demerger of the Group's holding of 25,000,000 Kalahari Shares 

Qualifying Shares

1.      Introduction

On 30 October 2009 Niger Uranium announced that the Company proposed a conditional dividend in specie of substantially all of its stake in Kalahari Minerals. The Special Dividend, which was unanimously supported by the Board at that time, is conditional, inter alia, on approval by Shareholders at the Meeting of Shareholders to be held on 24 November 2009. There can be no assurance at this stage that Shareholders will approve the Special Dividend. If the Special Dividend is not approved, the Company will continue to hold its entire holding of Kalahari Shares.

Subject to Shareholder approval, the Special Dividend will be paid to all Qualifying Shareholders on the register at the Record Date, which is 6.00 p.m. on 24 November 2009. The Qualifying Shares will comprise the existing Ordinary Shares, less the 8.5 million Ordinary Shares currently held in Escrow and which the Board has resolved to cancel, together with the new Ordinary Shares issued to the Option holders on valid exercise or cancellation of their existing options and/or warrants as described further below.

2.    Qualifying Shares

On 8 October 2009, the Company announced that the share purchase agreement under which Niger Uranium had agreed, subject to the satisfaction of certain conditions precedent, to acquire URU Henkries had lapsed and that the acquisition had terminated. In accordance with the sale and purchase agreement, as the transaction did not complete, on 30 October 2009 the Board announced that it was arranging for the buyback for a nominal amount and cancellation of the 8,500,000 Escrow Shares in accordance with BVI law. The Escrow Shares are not Qualifying Shares therefore for the purposes of the Special Dividend.

In accordance with the terms of the Company's existing Share Option Plan, on announcement of the proposed Special Dividend on 30 October 2009, all outstanding Options over new Ordinary Shares vested with immediate effect and were immediately exercisable by Option holders in accordance with the terms of the Options. For the purposes of the Special Dividend, all Option holders were required to deliver an Exercise Notice to the Company, together with clear funds in respect of the Options the Option holder wished to exercise by not later than 6.00 p.m. on 13 November 2009 (the "Qualifying Shares Deadline"). In aggregate options over 3,916,667 were validly exercised before the Qualifying Share Deadline. The gross proceeds received by the Company amounted to £735,000. 

As described in the Circular dated 30 October 2009, due to foreign exchange restrictions faced by a number of the Company's employees and consultants operating outside the United Kingdom, the Company intended to permit Options in respect of up to a maximum of 2,127,000 new Ordinary Shares to be cancelled (the "FX Options"), in consideration of the issue of new Ordinary Shares in the Company. In aggregate 1,527,000 FX Options were cancelled in consideration of the issue of 289,089 new Ordinary Shares.

Accordingly, a total of 4,205,756 new Ordinary Shares have been issued in respect of exercised options or cancelled FX Options. The 4,205,756 new Ordinary Shares will, on issue, rank pari passu with the existing Ordinary Shares in issue and application will be made for the new Ordinary Shares to be admitted to trading on AIM. Trading in the new Ordinary Shares on AIM is expected to commence on 24 November 2009. 

The total number of Qualifying Shares for the purposes of the Special Dividend therefore amounts to 113,210,056. Further details are set out in Appendix I.

The Special Dividend to Qualifying Shareholders will therefore, subject to Shareholder approval, be made on the following basis: 

For every 100 Qualifying Ordinary Shares:

22.0828 Kalahari Shares

The Special Dividend is equivalent to approximately 37.98p per Qualifying Ordinary Share, based on the Closing Price of Kalahari Shares on 16 November 2009, the last practicable date before the publication of this announcement.

As described above, in accordance with the terms of the Company's existing Share Option Plan, on announcement of the proposed Special Dividend on 30 October 2009, all outstanding Options over new Ordinary Shares vested with immediate effect and were capable of immediate exercise by the Option holders in accordance with their terms. Directors (whose option details including proceeds were set out in the Circular dated 30 October 2009) exercised Options as permitted by the proposed Special Dividend and cleared funds were received by the Company before the Qualifying Share Deadline, as follows:

	Options exercised (9p exercise price)	Options exercised (34.5p exercise price)	Total number of options exercised	Enlarged holding of Ordinary Shares	Percentage of the Company's issued share capital
Gordon Cassidy	500,000	400,000	900,000	939,561	0.83%
Ian Stalker	1,000,000	400,000	1,400,000	1,932,109	1.71%
John Lynch	50,000	Nil	50,000	50,000	0.04%
David Weill	Nil	500,000	500,000	500,000	0.44%

EnquiriesNiger Uranium Limited

David Weill, Chairman               

Tel: [phone]

Nominated Adviser                

Beaumont Cornish Limited

Michael Cornish 

Tel: [phone]

Forward Looking Statements

Certain statements within this announcement constitute forward looking statements. Such forward looking statements involve risks and other factors which may cause the actual results, achievements or performance of the Company to be materially different from any future results, achievements or performance expressed of implied by such forward looking statements. Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulation, currency fluctuations, the Company's ability to develop its existing or new resources, competition and changes in development plans. There can be no assurance that the results and events contemplated by the forward looking statements contained in this announcement will, in fact, occur. These forward looking statements are correct only as at the date of this announcement. The Company will not undertake any obligation to release publicly any revisions to these forward looking statements to reflect events, circumstance or unanticipated events occurring after the date of this announcement except as required by law or by regulatory authority.

The risks noted above do not necessarily comprise all those potentially faced by the Company and are not intended to be presented in any assumed order of priority. Although the Directors will seek to minimise the impact of the risk factors, investment in the Company should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of this nature before making any decision to invest. The investment offered in this announcement may not be suitable for all of its recipients. Investors are accordingly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of this kind before making their decision.

  Appendix I

Market Statistics

Number of Ordinary Shares in issue as at 30 October 2009	117,504,300
Escrow Shares held in treasury pending cancellation which do not qualify for the Special Dividend	8,500,000
Number of new Ordinary Shares issued to Option holders on the exercise and / or cancellation of Options before the Qualifying Share Deadline	4,205,756
Number of Qualifying Shares for the Special Dividend	113,210,056
Number of Kalahari Shares owned by the Company to be distributed to Shareholders	25,000,000
Number of Kalahari Shares to be retained by the Company following the distribution to Shareholders	2,7680,000
Number of Kalahari Shares per 100 Ordinary Shares if the Special Dividend is approved based on the number of Qualifying Shares	22.0828
Closing Price per Kalahari Share as at 16 November 2009, the  last practicable date prior to the release of this announcement	172p
Illustrative value of the Special Dividend per Ordinary Share	37.98p

  Appendix II

The following definitions apply throughout this announcement unless the context requires otherwise:

"Admission"	the initial admission of Ordinary Shares to trading on AIM on 12 September 2007;
"AIM"	AIM, a market operated by the London Stock Exchange;
"AIM Rules"	the rules of the London Stock Exchange governing admission to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
"Circular"	the circular published by the Company on 30 October 2009 setting out details of the proposed Special Dividend and the notice of the Meeting of Shareholders to consider and if thought fit, approve the Special Dividend;
"Closing Price"	the closing middle market quotations for Ordinary Shares and / or the Kalahari Shares as the context requires, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange on any particular day;
"Company" or "Niger Uranium"	Niger Uranium Limited (incorporated and registered in the BVI with registered number 1405944) whose registered office is at Walkers Chambers, P.O. Box 92, Road Town, Tortola, British Virgin Islands;
"Demerger"	the proposed demerger of the Kalahari Shares to Shareholders by way of the Special Dividend;
"Depositary"	Computershare Investor Services Plc
"Escrow Shares"	8,500,000 million Ordinary Shares, issued and allotted to the Henkries escrow agent which as announced on 30 October 2009 are to be transferred to the Company's broker to hold pending cancellation by the Company;
"Henkries Acquisition"	the proposed acquisition by the Company of the Namakwa Interest from Aardvark Uranium Limited under the terms of the conditional sale and purchase agreement between the Company and Aardvark Uranium Limited dated 29 August 2008 which was terminated on 8 October 2009;
"Kalahari Shares"	the ordinary shares of Kalahari Minerals owned by Niger Uranium;
"Kalahari Minerals"	Kalahari Minerals PLC, a public company incorporated and registered in England with company number 05294388 whose registered office is at c/o South China Resources PLC 1B, 38 Jermyn Street, London SW1Y 6DN;
"Meeting of Shareholders"	the meeting of shareholders to be held at 2.00 p.m. at The Library, The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX on 24 November 2009, notice of which is set out in the Circular, or any adjournment of that meeting;
"Option holders"	all holders of outstanding Options;
"Options"	all outstanding options and/or warrants over new Ordinary Shares details of which were set out at paragraph 4 of Part III of the Circular;
"Ordinary Shares"	the existing issued and outstanding ordinary shares of the Company, each of US$0.01 each, which are admitted to trading on AIM;
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date;
"Record Date"	the date of entitlement of Qualifying Shareholders to participate in the Dividend, being the close of business on 24 November 2009;
"Resolution"	the resolution set out in the Notice to be proposed at the Meeting of Shareholders;
"Shares"	Ordinary Shares and Kalahari Shares;
"Shareholders"	holders of Ordinary Shares in the Company;
"Share Option Plan"	the share option plan of the Company adopted in February 2008;
"Special Dividend"	the proposed dividend in specie by the Company of the Kalahari Shares to its Shareholders pro rata to their interest in the Company;
"UK"	the United Kingdom;
"Website"	www.niger-uranium.com

ENDS

 

END

 

 

MSCILFLILRLTLIA