REG - Anglo Asian Mining - Rule 9 Waiver and Notice of General Meeting

Anglo Asian MiningAnnouncement

27/05/2022 07:00

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RNS Number : 0004N  Anglo Asian Mining PLC  27 May 2022

 

 

Anglo Asian Mining plc / Ticker: AAZ / Index: AIM / Sector: Mining

 

27 May 2022

 

Anglo Asian Mining plc

Waiver under Rule 9 of the City Code on Takeovers and Mergers

Posting of Circular and Notice of General Meeting proposing Independent
Shareholders' approval of waiver

Anglo Asian Mining plc ("Anglo Asian" or the "Company"), the AIM-listed gold,
copper and silver producer focused in Azerbaijan, is pleased to announce that
it will seek the approval of the Independent Shareholders of a waiver granted
by The Panel on Takeovers and Mergers (the "Panel") of the obligation that
would otherwise arise on certain shareholders to make a general offer for the
entire issued, and to be issued, share capital of the Company pursuant to Rule
9 of The City Code on Takeovers and Mergers (the "Code") as a result of
purchases by the Company of its own ordinary shares.

Accordingly, a general meeting of the Company will be held on 23 June 2022 at
11:30am at 33 St James's Square, London SW1Y 4JS (the "General Meeting") at
which the resolution to approve the waiver ("Waiver Resolution") will be
proposed. The Waiver Resolution is set out in full in the circular sent to
shareholders today (the "Circular").

The Circular, the form of proxy and the consent letter to issue the Circular
are available for download on the Company's website at
www.angloasianmining.com (http://www.angloasianmining.com) .

Background to the Rule 9 Waiver and purchase of own shares by the Company

The board believes that the market capitalisation of the Company does not
fairly reflect its underlying value and that its ordinary shares are
undervalued. The board would also like to increase the number of institutional
shareholders in the Company. The board therefore believes it beneficial for
the Company to purchase its own ordinary shares in the market. These ordinary
shares acquired by the Company will be held as treasury shares and be
available for resale. This will enable the Company to accumulate blocks of
ordinary shares significantly large enough to be attractive for sale to
institutional investors.

Reza Vaziri, Governor Sununu and Limelight Industrial Developments Limited
(the "Concert Party") together hold 41.6 per cent. of the issued share capital
of the Company and have been deemed to act in concert by the Panel. A waiver
has been obtained from the Panel that the Concert Party do not need to make a
general offer for the Company following any purchases of ordinary shares by
the Company. This waiver requires approval of the non-Concert Party
shareholders. A circular to shareholders giving full details of the waiver,
and a resolution to approve it, has been posted today to shareholders. The
General Meeting to approve the waiver will be held after the Annual General
Meeting ("AGM") at 11:30am on 23 June 2022.

Shareholders will also be asked to give a general authority to the Company to
purchase up to 10 per cent. of its issued share capital (the "Buyback"). A
resolution to this effect will be put to shareholders at the AGM and a further
explanation of the resolution is set out in the Chairman's letter to
shareholders on page 98 of the 2021 annual report which will accompany the
Circular.

The board fully intend to maintain the listing of the Company's ordinary
shares on the AIM market of the London Stock Exchange for the foreseeable
future.

The Concert Party

The Concert Party as a whole is currently interested in an aggregate
47,569,970 Ordinary Shares in the Company, representing 41.6 per cent. of the
issued share capital of the Company. The Concert Party's interest in shares
would (assuming no other allotments of Ordinary Shares) increase to 46.2 per
cent. of the issued share capital of the Company upon the Company purchasing
all of the ordinary shares for which it is seeking authority.

The table below sets out the current number of ordinary shares the members of
the Concert Party are interested in:

 Concert Party member                       Number of ordinary shares  Per cent. of issued ordinary share capital
 Reza Vaziri                                32,796,830                 28.67
 Governor John Sununu                       10,734,540                 9.38
 Limelight Industrial Developments Limited  4,038,600                  3.53
 Michael Sununu                             -                          -
 Total Concert Party                        47,569,970                 41.59

If the Waiver Resolution and the Buyback are approved by shareholders, the
Company will have the authority to repurchase up to 11,439,202. These
repurchased Ordinary Shares would be held in treasury.

Recommendation

The Directors independent of the Concert Party, being Khosrow Zamani and
Professor John Monhemius (the "Independent Directors"), strongly encourage
shareholders to read the circular in full and exercise their votes in respect
of the Waiver Resolution. The Independent Directors, who have been so advised
by SP Angel Corporate Finance LLP ("SP Angel"), consider the waiver granted by
the Panel of the obligation that would otherwise arise on the members of the
Concert Party both individually and collectively, to make a general offer for
the entire issued share capital of the Company pursuant to Rule 9 of the
Takeover Code as a result of purchases by the Company of Ordinary Shares
pursuant to the authority to make market purchases, to be in the best
interests of the Company and the Independent Shareholders as a whole. In
providing its advice to the Independent Directors, SP Angel has taken account
of the Independent Directors' commercial assessments. Accordingly, the
Independent Directors unanimously recommend that the Independent Shareholders
vote in favour of the Waiver Resolution to be proposed at the General Meeting,
as the Independent Directors intend to do in respect of their own beneficial
holdings of Ordinary Shares, representing 1.6 per cent. The members of the
Concert Party are not entitled to vote on the Waiver Resolution.

Terms used and not defined in this announcement shall have the same meanings
given to them in the Circular.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014, which was incorporated into UK law by the European
Union (Withdrawal) Act 2018, until the release of this announcement.

**ENDS**

 

For further information please contact:

 Reza Vaziri       Anglo Asian Mining plc          Tel: +994 12 596 3350
 Bill Morgan       Anglo Asian Mining plc          Tel: +994 502 910 400
 Stephen Westhead  Anglo Asian Mining plc          Tel: +994 502 916 894
 Ewan Leggat       SP Angel Corporate Finance LLP  Tel: +44 (0) 20 3470 0470

 Adam Cowl         Nominated Adviser and Broker
 Charlie Jack      Hudson Sandler                  Tel: +44(0) 20 7796 4133

 Elfie Kent

 

Notes to editors:

Anglo Asian Mining plc (AIM:AAZ) is a gold, copper and silver producer
in Central Asia with a broad portfolio of production and exploration assets
in Azerbaijan. The Company produced 64,610 gold equivalent ounces ("GEOs")
for the year ended 31 December 2021.

 

In September 2021, the Company announced a transaction with the Government
of Azerbaijan which grants it three additional concessions with a combined
area of 882 square kilometres, including the Garadagh porphyry copper deposit,
with a Soviet classified resource of over 300,000 tonnes of copper. The
transaction is subject to ratification by the parliament of Azerbaijan.

 

In December 2021, the Company undertook a private placement which acquired
19.8 per cent. of Libero Copper & Gold Corporation ("Libero"). The
transaction was completed in January 2022. Libero is listed on the TSX
Venture Exchange in Canada and owns, or has the option to acquire, several
copper exploration properties in North and South America, including Mocoa
in Colombia, one of the world's largest undeveloped copper-molybdenum
resources.

https://www.angloasianmining.com/ (https://www.angloasianmining.com/)

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