Proposed Acquisition & Notice of General Meeting

RNS Number : 2699Z

Premier Management Holdings PLC

13 March 2012

 

13 March 2012

Premier Management Holdings plc

("Premier Management" or the "Company")

Posting of Shareholder Circular,

Proposed Acquistion and

General Meeting Notice

Premier Management, the Central Asia-focused natural resources investment company, is pleased to announce the posting of a shareholder circular ("Circular") in connection with the proposed acquisition of Central Asia Resources ("CAR") a company which holds a controlling stake in the Cholokkaindy gold project in Kyrgyzstan. The Company has exercised the CAR Option Deed today and completion of the Acquisition is subject to the prior approval of Shareholders which will be sought at the General Meeting.

As announced on 16 November 2011 the Company's shares were suspended from trading on AIM as the Company had not yet implemented its Investing Policy as required by Rule 15 of the AIM Rules for Companies ("Rule 15"). As the acquisition of CAR constitutes a reverse takeover under Rule 14 of the AIM Rules the Company is required to publish an Admission Document. In addition, as a result of the Consideration Shares to be allotted to the Vendors pursuant to the Acquisition, the Company is seeking a waiver of Rule 9 of the Takeover Code, which would otherwise require the Concert Party to make an offer to acquire those Ordinary Shares that they do not own.

The Circular serves both as the admission document required by the AIM Rules and as a whitewash circular under the Takeover Code

Expected timetable of principal events

Latest time and date for receipt of Forms of Proxy in respect of the GM	10:00 a.m. on 27 March 2012
Time and Date of the General Meeting	10:00 a.m. on 29 March 2012
Completion of the Acquisition and Admission	30 March 2012
Dealings in the Enlarged Share Capital and Warrants to commence on AIM and CREST accounts expected to be credited in respect of Consideration Shares and Warrants	8:00 am on 30 March 2012
Despatch of definitive share certificates in respect of Consideration Shares and Warrants to be held in certified form	13 April 2012

General meeting

The Circular also includes a notice of a general meeting, to be held at the offices of Nabarro LLP, Lacon House, Theobald's Road, London, WC1X 8RW on 29 March 2012 at 10:00am. The Resolutions which will be put to Shareholders at the GM are as follows:

1.   conditional upon the passing of resolution 2 below, to approve the Acquisition for the purpose of Rule 14 of the AIM Rules;

2.   approve the Rule 9 waiver, to be passed on a poll by Independent Shareholders;

3.   approve the proposed change of name.

Irrevocable undertakings

The Company has received irrevocable undertakings from certain of the Directors and Shareholders to vote in favour of the Acquisition and the other resolutions to be proposed at the GM. In total, irrevocable undertakings to vote in favour of Resolutions 1 and 3 have been received in respect of 285,985,691 Ordinary Shares, representing 54.1 per cent. of the Existing Ordinary Shares.

Irrevocable undertakings have also been received from Independent Shareholders to vote in favour of Resolution 2 in respect of 135,736,485 Ordinary Shares, representing 35.9 per cent. of Ordinary Shares held by Independent Shareholders.

Key statistics

Closing Price per Ordinary Share on 15 November 2011 (last day prior to suspension	0.76p
Number of Existing Ordinary Shares	528,745,125
Implied price of the Consideration Shares	3p
Number of Consideration Shares being issued pursuant to the Acquisition	83,333,333
Enlarged Share Capital on Admission1,2	612,078,458
Consideration Shares as a percentage of Enlarged Share Capital	13.61%
Number of Warrants in issue following Admission	175,799,093
ISIN Number of Existing Ordinary Shares and Consideration Shares	GB0002636438
ISIN Number of Warrants	BG00B5916V19

¹Assuming no exercise of Warrants between the date of the Admission Document and Admission

²Enlarged Share Capital on Admission is the aggregate of the Existing Ordinary Shares and the Consideration shares issued pursuant to the Acquisition

Action to be taken

A Form of Proxy for use by Shareholders at the GM is attached to the Circular and has been posted to shareholders. Whether or not shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy to the Company's registrars, Capita Registrars (PXS), Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but in any event so as to arrive not later than 10:00 a.m. on 27 March 2012. The completion and return of a Form of Proxy will not preclude shareholders from attending the GM and voting in person should they subsequently wish to do so.

Recommendation

Richard Nolan, Chief Operating Officer of the Company, is also an employee of Tomilly Ltd., a company which manages some of the business interests of John McKeon. Christian Schaffalitzky and Dr. Reza Tabrizi are both beneficial owners of shares in CAR and will receive Consideration Shares on completion of the Acquisition. Accordingly, all three of these Directors are considered to have conflicts of interest which prevent them from expressing their views on the merits of the Acquisition and thus accept no responsibility for the views of the Independent Director on the Acquisition.

The Independent Director, who has been so advised by Libertas, considers the proposals for the Acquisition and the Rule 9 Waiver to be fair and reasonable and in the best interest of the Independent Shareholders and the Company as a whole. Accordingly the Independent Director recommends that Shareholders vote in favour of Resolution 1 and 3 and that the Independent Shareholders vote in favour of Resolution 2 and will do so in respect of his own beneficial holdings which amount, in aggregate, to 488,169 Ordinary Shares, representing approximately 0.09 per cent. of the Existing Ordinary Shares.

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 3 and will do so in respect of their own beneficial holdings which amount, in aggregate, to 5,512,829 Ordinary Shares, representing approximately 1.0 per cent. of the Existing Ordinary Shares.

Gerry Desler, Chairman, commented,

"I am delighted to formally propose the acquisition of Central Asia Resources which brings with it the Company's first major gold exploration project, the Cholokkaindy licence, situated on the highly prospective Tien Shan Gold Belt in Kyrgyzstan. The transaction, when completed, will be a transformational event for Premier Management which is intended to be renamed Premier Gold Resources."

For further information please see the attachment below which contains an extract from the Circular. A copy of the complete Circular is also available at www.premiermgt.info.

All definitions in this announcement and its appendix are as defined in the Circular, unless otherwise indicated.

Enquiries:  

Premier Management Holdings Plc
Gerry Desler, Chairman	Tel: [phone]
Libertas Capital Corporate Finance Limited - Nominated Adviser
Thilo Hoffmann / Sandy Jamieson	Tel: [phone]
Rivington Street Corporate Finance - Broker
Jon Levinson	Tel: [phone]
M: Communications
Ben Simons / Maria Souvorov	Tel: [phone]

Appendix

Acquisition of Central Asia Resources Limited

Approval of waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code

Admission of Enlarged Share Capital and Warrants to trading on AIM

Proposed change of name

and

Notice of General Meeting

Introduction

The Company announced on 27 October 2010 that it had entered into the CAR Option Deed pursuant to which the Company has been granted an option to acquire the entire issued share capital of CAR. Since then the Company has been conducting due diligence on CAR, PAR and Alji and the Alji Projects and has exercised the CAR Option. The Company will, subject to Shareholder approval on Completion issue 83,333,333 Consideration Shares to the Vendors at an implied price of 3p per share (representing a premium of approximately 275 per cent. per cent. to the Closing Price) as consideration for the acquisition of CAR. As a result of the Acquisition, the Company will acquire a controlling stake in the Cholokkaindy Project in the Kyrgyz Republic. The Company will also acquire a controlling stake in the Uzunbulak Project, however, the Board has decided not to pursue this lithium exploration project which, subject to consent by the Mining Industry Regulator, will be transferred out of the Enlarged Group following Admission.

The Company also announced on 27 October 2010 that, pursuant to the Warrant Instrument, the Company issued Warrants to subscribe for a total of 186,713,755 Ordinary Shares in aggregate. The Company will apply for the Warrants to be admitted to trading on AIM.

In addition, the Company announced on 21 March 2011 and 12 May 2011 a Placing raising a combined £2.24 million (before expenses) from certain shareholders and other investors through the issue of 74.65 million Ordinary Shares at 3 pence per Ordinary share. The Placing was not conditional on completion of the Acquisition. The proceeds received through the Placing are being used to fund planned exploration work in the Cholokkaindy Project and for general working capital purposes.

Trading in the Ordinary Shares on AIM was suspended on 16 November 2011 as the Company had not implemented its investing policy as required by Rule 15 of the AIM Rules. Subject to Shareholders approving the Ordinary Resolutions at the GM, the Enlarged Share Capital and the Warrants will be admitted to trading on AIM. If, however, the Ordinary Shares have not been re-admitted to AIM within six months following suspension of the Ordinary Shares from trading on AIM, then the admission of the Ordinary Shares to trading on AIM will be cancelled.

As a result of the Acquisition the Company will acquire a controlling stake in a minerals exploration company in the Kyrgyz Republic and will cease to be an Investing Company, becoming instead a mining exploration business. The Acquisition is therefore classified as a reverse takeover under the AIM Rules. The AIM Rules require that completion of the Acquisition is subject to the prior approval of Shareholders, which will be sought at the General Meeting, and the publication of an Admission Document which this document comprises. The Company is also seeking consent to change its name to Premier Gold Resources Plc.

In addition, because the Concert Party will, as a result of the Acquisition, hold in aggregate Ordinary Shares representing more than 30 per cent. of the Enlarged Share Capital, the Company is seeking a waiver of Rule 9 of the Takeover Code, which would otherwise require the Concert Party to make an offer to acquire those Ordinary Shares that they do not own. A resolution seeking shareholder approval of the Rule 9 Waiver is included in the Notice of GM.

Further details relating to the Resolutions are set out in the Notice of GM.

If the Resolutions, certain of which are inter-conditional, are duly passed at the GM, trading in the Ordinary Shares on AIM will be cancelled and the Company will apply for the Enlarged Share Capital to be admitted to trading on AIM. The Company will also apply for the Warrants to be admitted to trading on AIM.

Background to and reasons for the Acquisition

The Kyrgyz Republic is the third largest gold producer of the CIS countries. The country has a well-developed mining industry with good support services. Mining is recognized as a means of increasing the country's economy which is currently underdeveloped. Many investment incentives have been established to use mining as a starting point for economic development in the country.

In accordance with the Heads of Agreement CAR incorporated PAR on 1 March 2011. Alji is the registered holder of the Cholokkaindy Project Licence and will carry out the exploration work. On 27 June 2011 PAR acquired Alji, a company previously owned by Mr. Chynarbek Tegizbekov, the former chief geologist of the North-Kyrgyz Geological Expedition, a state owned enterprise. The Alji Nominees received 20 per cent. of PAR in return for their interest in Alji. The remaining 80 per cent. of PAR is held by CAR.

The Cholokkaindy Project is situated in the north western part of the Tien Shan metallogenic belt, a Hercynian fold and thrust belt that extends some 1500km from Western Uzbekistan to Western China and contains numerous mesothermal gold deposits. The belt hosts a number of gold deposits including Muruntau (107Moz), Kalmakir (90Moz), Almalyk (70Moz), Zarmitan (11Moz) and Kumtor (17Moz).In the Kyrgyz Republic it hosts a number of producing mines, of which Kumtor is the largest, which produced 525,000 ounces of gold in 2009.

Alji is also the registered holder of the Uzunbulak Project Licence. The Uzunbulak Project is located south of Lake Issyk-Kul and is an early stage exploration project for lithium. Preliminary work in 2011 confirmed the presence of anomalous lithium but the management of PAR has decided not to continue exploration work on this project, as it intends to concentrate on gold projects. PAR has entered into the Manas Put Option which gave it the right to transfer the Uzunbulak Project Licence to Manas, a company controlled by John McKeon, Mark Pearson and Dr Reza Tabrizi. Pursuant to the terms of the Manas Put Option, PAR elected on 1 January 2012 to transfer the Uzunbulak Project Licence to Manas.

The transfer of the Uzunbulak Project Licence is subject to approval by the Mining Industry Regulator.

Alji will remain under the management of Mr Tegizbekov and its employees and will carry out the exploration work.

The Directors consider the Cholokkaindy Project to be prospective and anticipate positive results from continued exploration. The Uzunbulak Project is a very early stage lithium project and will not be further developed by the Company's own resources.

In addition to the Cholokkaindy Project, the Board is actively reviewing a number of other natural resource opportunities in the Kyrgyz Republic and the rest of Central Asia. The Directors believe that the Acquisition and other opportunities in the region will enable the Company to create value for Shareholders. Should there be future acquisitions of other licences additional capital may be required.

Information on Alji

Alji was established and registered with the Bishkek City Department of the Public Registrar of Companies on 7 June 2006. Alji's primary activity has been to conduct geological, survey and prospecting, design, tunnelling, drilling and other relevant works on all types of mineral raw materials.

The Cholokkaindy Project

On 10 March 2008 Alji was issued with the Cholokkaindy Project Licence and on the same date entered into the Cholokkaindy Project Licence Agreement. The Cholokkaindy Project Licence was extended on 18 March 2010 and expires on 10 March 2013. The current Cholokkaindy Project Licence Agreement was executed between the Mining Industry Regulator and Alji on 14 October 2011. Pursuant to the Subsoil Law a licence agreement constitutes an integral part of any licence and without such licence agreement the said licence would be deemed invalid.

The Cholokkaindy Project was identified by Alji through regional assessment of more than 300 localities throughout northern Kyrgyzstan. The Cholokkaindy area has been known since 1923, when a local mining company carried out some exploration at Jarkonush, a prospect within the licence area. No details are available on this phase of mining. The Jarkonush area saw further activity between 1928 and 1931, when three exploration adits were developed, (7, 10 and 17m in length) and one inclined pit was excavated to a depth of 12 m. These adits traced numerous mineral seams, the majority of which are concentrated within a 100m by 1,000m zone and extend for dozens of metres at narrow widths but locally thicken up to 3-5 metres. Gold values recorded range from trace to 38.8 g/t and silver from 1.2 g/t to 900.2 g/t. The mineralisation comprises galena, sphalerite, chalcopyrite, hematite, pyrite, gold, secondary copper, lead and iron minerals. In 1936 Jarkonush was explored for tin, with samples returning up to 0.31 per cent. tin. In 1950 to 1951 detailed exploration, including mapping and limited trenching and underground exploration for uranium and base metals was conducted, with geophysics targeted at the identification of radioactive occurrences. In 1975, as part of regional work by the government, geological and geochemical surveys were completed that included the licence area. As a result of these various phases of exploration, several mineralized prospects were identified, namely, the Talbaital, Jarkonush, Aksaisky and Torsaisky prospects.

The Aksaisky prospect occurs within a 500 by 2,000 m zone containing mineral occurrences, anomalies in soils and heavy mineral concentrates represented by bismuthite, cassiterite and scheelite, all occur within this zone. A geochemical anomaly, 150-180m wide, extends about 1,000m along strike, comprising bismuth, tin, tungsten and beryllium values, indicative of granite-related pegmatitic mineralisation. Gold mineralisation is associated with shear zones in hornfelsed siliceous siltstones with disseminated copper-sulphide mineralisation. Gold values vary from 0.6 g/t to 10.0 g/t. Previous exploration at Torsaisky identified anomalies of gold and lead. A prospective area of 1,800 x 200m has been identified in hornfelsed siltstones. Gold is associated with quartz veins and quartz-carbonate brecciation and copper-sulphide mineralisation. Sulphides include bornite and chalcopyrite and abundant malachite occurs. Gold values are of the order of 1.0 to 2.0 g/t. Individual veins range from 6 to 120m along strike and from 0.4 to 0.9 m in width. Alji has not conducted work at Torsaisky under the Cholokkaindy Project Licence.

The main target within the Cholokkaindy Licence is the Talbaital prospect, a northwest trending zone 1200m long and 150 to 200m wide. Initial exploration work by Alji was conducted in late 2010, subsequent to the award of the Cholokkaindy Project Licence. The 2010 sampling programme at the Talbaital prospect yielded encouraging gold values and the 2011 trenching programme was extended in all directions.

Strategy and employment of the Enlarged Group

The strategy of the Enlarged Group is to acquire licences and projects to exploit opportunities in natural resources in Central Asia with particular emphasis on precious metals in the Kyrgyz Republic. Furthermore, the Company has targeted gold as the principal commodity for development.

The Board believes that there are attractive near term opportunities to acquire assets, either quoted or non-quoted, and through combining aligned businesses, to create value through a combination of revenue growth and synergistic cost savings.

The terms of the Cholokkaindy licence require a modest expenditure for 2012. During the process of readmission the Company has drafted a budget in accordance with the licence terms, expending funds on geological administration and general supervision of the licence. Should additional funds become available to the Company, management intends to spend a portion of these funds in a way as to bring the overall spending in line with the projected budget developed in the Competent Person's Report.

Aside from the executive Directors the Enlarged Group's employees are the 11 full time employees of Alji. The Concert Party has no plans to change the employment or conditions of employment at this time and the transaction will not result in any redundancies. Neither CAR nor PAR have any employees.

The Concert Party has no intention to change the strategy of the Enlarged Group.

Admission, settlement and dealings

The Acquisition constitutes a reverse takeover under the AIM Rules and is therefore dependent on the approval of Shareholders being given at the GM. Subject to the passing of the Resolutions the Enlarged Share Capital will be admitted to trading on AIM.

Application will be made to the London Stock Exchange for the Enlarged Share Capital and the Warrants to be admitted to trading on AIM. It is expected that Admission will become effective and dealings, for normal settlement, will commence on 30 March 2012.

The Ordinary Shares and Warrants are eligible for CREST settlement. Accordingly, settlement of transactions in Existing Ordinary Shares, Consideration Shares and Warrants following Admission may take place within the CREST system if the relevant Shareholder so wishes.

CREST is a voluntary system and Shareholders who wish to receive and retain certificates will be able to do so.

It is expected that, subject to the satisfaction of the conditions of the Acquisition, the Consideration Shares will be registered in the names of the Vendors and issued either:

·      in certified form, where the Vendors so elect, with the relevant share certificate expected to be despatched by post, at their risk, by 13 April 2012;

·      in CREST, where the Vendors so elect and only if they are a system-member (as defined in the Uncertificated Securities Regulations) in relation to CREST, with delivery (to the designated CREST account) of the Consideration Shares subscribed for expected to take place on 30 March 2012.

Notwithstanding the election by the Vendors as to the form of delivery of Consideration Shares, no temporary documents of title will be issued. All documents or remittances sent by or to the Vendors or as they may direct will be sent through the post at their risk.

Pending the despatch of definitive share certificates (as applicable), instruments of transfer will be certified against the register.

Information on the Concert Party

Barry Gold was the CEO of the Company which was then involved in the management of English Premier League football players and managers and in arranging transfers for football clubs. The business was not scalable and in 2009 had had recent poor trading results. The then current board sought to find a new direction for the company by way of acquisition or other corporate action, while Barry Gold wished to continue with the Football Business as a private entity. Barry Gold investigated a number of options that might be available to Premier.

Mr Gold recognised that the Football Business represented substantially all of the trading activities of Premier and that extracting it would leave a quoted shell. Barry Gold discussed various investment ideas and the idea of a quoted shell with John McKeon at a social event. John McKeon is very active in the natural resources sector and contemplated several projects/assets that might be suitable to combine with a quoted shell such as Premier.

In 2011 John McKeon worked with Nick Trew on establishing Pathfinder Minerals PLC. Nick Trew and Dr Reza Tabrizi shared common friends and have known each other for over a decade. Dr Tabrizi has been working closely with the government of Kyrgyzstan since the mid 1990's. One of Dr Tabrizi's colleagues in Kyrgyzstan is Arslan Koichiev. Dr Tabrizi knew that the country was looking to develop its natural resource sector. John McKeon and Dr Tabrizi travelled to Bishkek, Kyrgyzstan to meet geologists and officials in the natural resource sector. Following the trip to Bishkek one project contemplated for Premier was a gold exploration project in Kyrgyzstan.

While Dr Tabrizi knew of the project through his extensive in-country experience and knowledge, he did not have a vehicle through which funding could be provided for the proper exploration and potential development of a gold deposit. The joining of Premier as a listed vehicle with the gold project is the kernel of the Proposals. John McKeon was going to structure and recruit additional expertise for the transaction and a broker would be identified to have funds raised in Premier as a gold exploration focused company. Christian Schaffalitzky is a geologist and the Managing Director of Eurasia Mining which is also a gold focused company and has been appointed to the Board to assist on technical matters.

Christian Schaffalitzky is a long time friend of Mark Pearson. Mark Pearson and John McKeon have invested together in other companies including Niche Group Plc and Leed Petroleum Plc.

Richard Nolan, Chief Operating Officer of the Company, is also an employee of Tomilly Ltd., a company which manages some of the business interests of John McKeon.

Ms. Susan McKeon is the sister of John McKeon. Susan McKeon is also the director of CAR and the company secretary of Tomilly Ltd. and Oman Resources of which John McKeon is a director.

As a first step John McKeon and other investors injected cash into Premier to allow the Company to continue to exist as an AIM listed investing company. At time it was decided that CAR would be used as the vehicle to consolidate the Cholokkaindy Project.

The table below lists the members of the Concert Party with their current holdings as well as their expected holdings on Admission and on a fully diluted basis.

Concert Party	Current		On Admission
	Number of Ordinary Shares	% of share capital	Number of New Ordinary Shares	Total Ordinary Shares held on Admission	% of enlarged issued share capital
John McKeon	118,557,879	22.42%	9,999,998	128,557,877	21.00%
Mark Pearson	18,666,667	3.53%	14,166,667	32,833,334	5.36%
David Baxter	0	0.00%	1,666,667	1,666,667	0.27%
Arslan Koichiev	0	0.00%	4,166,667	4,166,667	0.68%
Nick Trew	0	0.00%	2,500,000	2,500,000	0.41%
Reza Tabrisi	0	0.00%	16,666,667	16,666,667	2.72%
Christian Schaffalitzky	5,024,660	0.95%	4,166,667	9,191,327	1.50%
Susan McKeon	8,000,000	1.51%	0	8,000,000	1.31%
Richard Nolan	0	0.00%	0	0	0.00%
Total	150,249,206	28.42%	53,333,333	203,582,539	33.26%

 

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