REG - AIM Caledonia Mining Crp - Schedule 1 - Caledonia Mining Corporation Plc <Origin Href="QuoteRef">CAL.TO</Origin> - Part 2
19/02/2016 07:11
- Part 2: For the preceding part double click ID:nRSS5228Pa
WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors have no reason to believe that the working capital available to
the Company will be insufficient for at least 12 months from the date of
Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
No such lock-in arrangements are currently applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
To be traded on AIM, securities must be able to be transferred and settled
through theCREST system, including Depositary Interests ("DIs"), to be held in
electronic rather than in paper form. The Canadian equivalent of this system
is called CDS. For certain foreign securities, in this case the Common Shares,
to be transferred and settled through CREST, they need to be in the form of
Depositary Interests. The Common Shares will remain listed and traded on TSX,
with trades settledelectronically on the Canadian registry through CDS.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.caledoniamining.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
Please refer to the shareholder circular, posted to shareholders on 21 January
2016 and available on the Company's website (www.caledoniamining.com), for the
following details: · Reasoning behind the continuance to Jersey·
Application of the City Code on Takeovers and Mergers· A comparison
between Canadian and Jersey company law· Details of the taxation
implications· Updated risk factors· Directors' and other interests
Information on admission and CREST settlement, the new constitution and some
additional information are detailed below. 1. Admission and CREST settlement
Upon completion of the Continuance, to reflect that the Common Shares will
have become shares in a Jersey company rather than a Canadian company: (a)
the ISIN of the DIs in Common Shares will change to JE00BD35H902; and (b)
the SEDOL of the DIs in Common Shares will change to BD35H90. Application
will be made to the London Stock Exchange for 52,108,946 Common Shares to be
re-admitted to trading on AIM. It is expected that the re-admission will
become effective and that dealings in the Common Shares will re-commence on 21
March 2016. The last day of dealings in the Common Shares before completion
of the Continuance is expected to be on 18 March 2016. The last day for
registration of transfers of the Common Shares and DIs before completion of
the Continuance is expected to be on 18 March 2016. These dates may be
deferred if there is any delay in obtaining approval of the Continuance and/or
the re-admission to AIM.
On the effective date of the Continuance, all existing share certificates
representing Common Shares will not be cancelled and will continue to
represent Common Shares following the Continuance; however, upon a transfer of
Common Shares represented by an existing share certificate, a new share
certificate in the form adopted by the Company following the Continuance will
be issued to the transferee. As a result of the Continuance, the DIs over
Canadian shares that are currently traded on AIM in London will be DIs over
Jersey shares, which have a new ISIN and SEDOL. Under the AIM Rules, this
requires a re-admission of the Company's shares to trading on AIM, albeit as a
"quoted applicant," as defined in Rule 2 of the AIM Rules and, accordingly,
the readmission will not require a full admission document, but rather a
Schedule 1 to be submitted to AIM, no less than 20 business days prior to the
date of readmission. The Schedule 1 will be made available on the Company's
website. It is not expected that this process will create any further
interruption to the normal trading facilities of AIM afforded to Shareholders.
Similarly, the Common Shares will have a new CUSIP. It is not anticipated
that this will affect trading on the TSX or OTCQX. The Company will continue
to be a reporting issuer in the provinces of Ontario and British Columbia and
to comply with Canadian public disclosure requirements and the United States
disclosure requirements applicable to it. For shareholders who hold their
existing Common Shares in electronic form in a CREST account by way of the DIs
established by the Company as at close of business on 18 March 2016, they will
be replaced by new DIs in the Common Shares (reflecting that Caledonia will
have become a Jersey company) which will be credited to their CREST accounts
on 21 March 2016, as long as they have elected to do so. If shareholders have
not elected to do so, they will be issued with a share certificate in the
Common Shares. CREST is a paperless settlement system enabling securities to
be evidenced otherwise than by a certificate and transferred otherwise than by
written instrument. The Company will apply for the Depository Interests to be
re-admitted to CREST with effect from the re-admission. 2. New
constitution Caledonia will adopt a memorandum of association and new articles
of association (the "New Articles") (together the "M&A") upon completion of
the Continuance, in replacement of the existing articles of incorporation and
by-laws (the "Existing Articles"). The New Articles seek to keep the
constitution upon Continuance generally similar to the constitution
pre-Continuance and generally only to incorporate those changes required or
expected by Jersey law, AIM market practice or where the Caledonia wants to
introduce enhanced shareholder rights and protections. The key differences in
the New Articles as compared to the Existing Articles (many of which are
repeated in the tables below) are as follows: (a) the Existing
Articles provide that directors can authorise share buy backs. Jersey law
requires that Jersey companies must also seek approval, by way of special
resolution, from members before buying back shares and therefore the different
regime will be referred to in the New Articles; (b) the New Articles
will include standard market practice restrictions on the directors' ability
to borrow substantial sums without shareholder approval; (c) the
Existing Articles provide that only directors declare dividends. The New
Articles will reflect standard Jersey law practice to also allow the members
to declare dividends (notwithstanding that the directors can also still
approve the payment of interim dividends); (d) a Jersey company has
less scope to indemnify its directors than a Canadian company. The Jersey
provisions will therefore be referred to as applying, rather than the Canadian
provisions (which would be void under Jersey law); (e) the New
Articles will incorporate rights for nominee shareholders to require that
beneficial owners of shares be granted information rights similar to those
provided under English company law; (f) the New Articles will
incorporate the English law provisions concerning the requirement for
shareholder approval for certain payments to directors for loss of office. The
Existing Articles do not require this; (g) provisions allowing for
uncertificated securities to be issued by the Company and traded on e.g. CREST
will be included in the New Articles in order that members can hold traded
shares directly, rather than through the use of depositary interests; (h)
a right of shareholders holding 5% of the share capital to require that
other business be dealt with at an annual general meeting (as is the case
under English company law) will be included in the New Articles, which is
consistent with Canadian laws: and (i) certain administrative
provisions will be included in the New Articles such as the treatment of
unclaimed dividends and untraced shareholders after a substantial number of
years (in order to minimise administrative costs), incorporation of the
English company law shareholder notification and disclosure provisions (in
order to reflect market practice and the need for the Company to be able to
identify beneficial holders and meet its regulatory disclosure requirements)
and for the use of electronic communications with shareholders. 3.
Additional Information a) Directors' service agreements and letters of
appointments The directors' salaries are as follows:
Steve Curtis (CEO) US$ 428,636
Mark Learmonth (CFO) US$ 410,000
All other members of the Board US$ 45,000
Long Term Incentive Plan ("LTIP") awards are made in the form of Restricted
Share Units ("RSU's") and Performance Share Units ("PSU's") to Steve Curtis
and Mark Learmonth, per the announcement made on 12 January 2016. b)
Directors' other directorships In addition to being directors of the Company,
the directors have held or hold the following directorships (excluding
subsidiaries of any company of which he or she is a director) and/or has
been/is a partner in the following partnerships within the last five years
immediately prior to the date of this document:
Steve Curtis
Current appointments Previous appointments
Greenstone Management ServicesCaledonia Mining South AfricaMapochs Exploration (Pty) Ltd.Blanket Mine (1983) Private LimitedCaledonia Mining Services (Pvt)) LtdCaledonia Holdings Zimbabwe (Pvt) LtdSt Audley Baker Street Assoc N/A
Mark Learmonth
Current appointments Previous appointments
Greenstone Management Services LimitedCaledonia Mining South AfricaBlanket Mine (1983) Private Limited Macquarie First South Capital
Leigh Wilson
Current appointments Winston Maritime LLCStella and Hack Wilson Family FoundationVictory FundsVictory PortfoliosVictory Portfolios IIVictory Variable Insurance FundsVictory Institutional Funds Previous appointments New Century Living IncNew Century Home Health Care IncParibas North AmericaThird Wave Associates
John Kelly
Current appointments EndGate Commodities LLCVictory PortfoliosVictory Portfolios IIVictory Variable Insurance FundsVictory Institutional Funds Previous appointments LiquidnetLiquidnet Europe LimitedCrossRoad LLC
James Johnstone
Current appointments Previous appointments
N/A N/A
Johan Holtzhausen
Current appointments Previous appointments
DRDGold LtdEskort LimitedFirst Food Brands LimitedStrategic Partners In Tourism NPCTourism Micro Enterprises Support Fund NPC KPMG IncKPMG Services Pty Ltd
David Henderson
Current appointments Dyad Corporation Previous appointments N/A
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE
PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
19:
www.caledoniamining.com
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on Caledonia Mining
See all newsREG - Caledonia Mining Crp - Interim Funding Facility Update
AnnouncementRCS - Caledonia Mining Crp - Zimbabwe Mining Forum: Perception vs Reality
AnnouncementREG - Caledonia Mining Crp - Holding(s) in Company
AnnouncementREG - Caledonia Mining Crp - Issue of Securities under LTIP Awards
AnnouncementREG - Caledonia Mining Crp - Holding(s) in Company
Announcement