REG - AIM European Metals Hldg - Schedule One - European Metals Holdings Limited
04/04/2024 08:00
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RNS Number : 1939J AIM 04 April 2024
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
European Metals Holdings Limited ("European Metals" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Current:
c/o Rawlinson & Hunter Limited,
Woodbourne Hall,
Romasco Place,
PO Box 3162,
Road Town,
VG1110, VG
British Virgin Islands
Proposed:
Ground Floor,
41 Colin Street
West Perth, Western Australia,
6005
COUNTRY OF INCORPORATION:
Current: British Virgin Islands
Proposed: Australia
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.europeanmet.com (http://www.europeanmet.com)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
European Metals is a mineral exploration and development company advancing the
Cinovec vertically integrated battery metals project in Czech Republic.
Geomet s.r.o. controls the mineral exploration licenses awarded by the Czech
State over the Cinovec Lithium Project. Geomet has been granted a preliminary
mining permit by the Ministry of Environment and the Ministry of Industry. The
company is owned 49% by European Metals and 51% by CEZ a.s. through its wholly
owned subsidiary, Severočeské doly a.s.
The Cinovec Lithium Project hosts a hard rock lithium deposit with a total
Measured Mineral Resource of 53.3Mt at 0.48% Li(2)O, Indicated Mineral
Resource of 360.2Mt at 0.44% Li(2)O and an Inferred Mineral Resource of
294.7Mt at 0.39% Li(2)O containing a combined 7.39 million tonnes Lithium
Carbonate Equivalent, as announced by European Metals on 13 October 2021
European Metals is seeking re-admission to AIM in accordance with AIM Rule 27
following a re-domiciliation from the British Virgin Islands to Australia, to
be completed on the date of re-admission. A re-domiciliation of this type
does not change the corporate structure of European Metals but simply changes
the jurisdiction in which the company is registered and incorporated
(maintaining its original legal identity).
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
207,444,705 ordinary shares of no par value ("Ordinary Shares") held via Chess
Depository Interests ("CDIs") and Depository Interests ("DIs")
There are no restrictions on the transfer of securities to be admitted.
There are no shares held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on re-admission.
Anticipated market capitalisation on re-admission: £28.5 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
8.90%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
The Company is listed on the Australian Securities Exchange (ASX:EMH), on AIM,
a market operated by the London Stock Exchange (AIM: EMH) and the OTCQX Best
Market Program (OTCQX: EMHXY, ERPNF and EMHLF).
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
No
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Keith Dudley Coughlan - Executive Chairman
Richard Pavlik - Executive Director
Kiran Caldas Morzaria - Non-Executive Director
Lincoln Palmer Bloomfield, Jr. - Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Significant shareholders before and after re-admission:
Name Share capital % of Share Capital
Richard Keller (Group)* 16,998,825 8.19%
BNP Paribas Nominees Pty Ltd ACF Clearstream** 14,124,127 6.81%
European Bank for Reconstruction and Development (held under nominee) 12,315,213 5.94%
Cadence Minerals plc (held under nominee)** 11,898,504 5.74%
*Group total consisted of:
Name Share Capital
ARMCO Barriers Pty Ltd 13,670,500
Mr. Richard Keller 113,325
Mr. Richard Keller 2,205,000
Road & Construction Supplies of Australia Pty Ltd
16,998,825
**A portion of Cadence Minerals plc holdings is held under BNP Paribas
Nominees and included in BNP Paribas Nominees total.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
i) 30 June
ii) Not applicable - existing issuer re-admitting to AIM
iii) Annual report to 30 June 2024 - published by 31 December
2024
Half year report to 31 December 2024 - published by 31 March 2025
Annual report to 30 June 2025 - published by 31 December 2025
EXPECTED ADMISSION DATE:
Re-admission expected on 2 May 2024
NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
NAME AND ADDRESS OF BROKER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Not applicable.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Corporate Governance Principles and Recommendations as published by the
ASX Corporate Governance Council
DATE OF NOTIFICATION:
4 April 2024
NEW/ UPDATE:
NEW
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
AIM and ASX
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
10 December 2015
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
Confirmed
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.europeanmet.com (http://www.europeanmet.com)
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
European Metals intends to create a sustainable European lithium supply chain
with a low carbon footprint that is strategically positioned in Europe to
supply the world's elective vehicle market with high margin lithium battery
chemicals.
The Company intends to utilise local suppliers and employees to create
long-term sustainable development and work to minimise the carbon footprint of
the Cinovec Battery Metals Project.
European Metals intends to work with end users of battery metals to shorten
their supply chain, assure consumers of ESG best practices at every stage, and
thereby reduce reliance on overseas battery metals, to enable growth in the
green energy market within the European Union.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
There has been no significant change in the financial or trading position of
the Company since 30 June 2023, being the end of the last financial period for
which audited statements have been published, except for the interim results
for the six months ended 31 December 2023 (released on 15 March 2024) and
certain other developments that have been announced by the Company that are
summarised below:
· The interim results for the six months ended 31 December 2023 can be
found here: www.europeanmet.com/company-reports/
(http://www.europeanmet.com/company-reports/)
During the period from 1 July 2023 to 3 April 2024, the Company made the
following material announcements:
· On 21 July 2023, European Metals announced that the European Bank for
Reconstruction and Development agreed to invest €6 million to support the
Company's development of the Cinovec Project in the Czech Republic.
· On 31 July 2023, the Company released quarterly activities report for
the quarter ending June 2023.
· On 29 September 2023, the Company released annual accounts for the
year ended 30 June 2023.
· On 29 September 2023, the Company released its Annual Governance
Statement.
· On 31 October 2023, the Company released its quarterly activities
report for the quarter ending September 2023.
· On 09 November 2023, the Company announced the Successful
Battery-Grade pilot programme for Cinovec Lithium Project, confirming the
robustness of the Cinovec Lithium Chemical Plant process flowsheet and
providing a strong foundation for the execution of the Cinovec Project.
· On 22 December 2023, the Company announced that Cinovec's Definitive
Feasibility Study is to be completed in Q1 2024.
· On 29 January 2024, the Company announced an extension to all four
Cinovec Exploration Licences.
· On 31 January 2024, the Company announced its quarterly activities
report for the quarter ending 31 December 2023.
· On 15 March 2024, the Company announced its interim financial report
for the half-year ended 31 December 2023.
· One 27 March 2024, the Company provided an updated on the Cinovec
Lithium Project in the Czech Republic.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE 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:
N/A
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 the CREST system, including CDIs and DIs, to be held in electronic
rather than in paper form.
The Australian equivalent of this system is called CHESS. Ordinary Shares held
through CHESS on the Australian registry may be transferred into DIs held
through CREST on the UK depositary registry and vice versa.
Notwithstanding the proposed re-domiciliation, the Ordinary Shares will remain
listed and traded on the ASX, with trades settled electronically on the
Australian registry through CHESS.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.europeanmet.com (http://www.europeanmet.com)
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
Please refer to the Notice of Annual General Meeting, posted to shareholders
on 06 December 2023 and available on the Company's website
(www.europeanmet.com (http://www.europeanmet.com) ), for the following
details:
· Background to migration of the Company to Australia (the "Migration")
· Process of Migration
· Advantages of the Migration
· Disadvantages of the Migration
· The New Constitution
· Proportional Takeover Provisions
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 Migration, to reflect that the Ordinary Shares will
have become shares in a Australian company rather than a British Virgin Island
company:
(a) the ISIN of the DIs in Ordinary Shares will change to
AU000000EMH5; and
(b) the SEDOL of the DIs in Ordinary Shares will change to
BLNMGR8 .
Application will be made to the London Stock Exchange for 207,444,705 Ordinary
Shares to be re-admitted to trading on AIM. It is expected that the
re-admission will become effective and that dealings in the Ordinary Shares
will re-commence on 2 May 2024.
The last day of dealings in the Ordinary Shares before completion of the
Migration is expected to be on 1 May 2024. The last day for registration of
transfers of the Ordinary Shares and DIs before completion of the Migration is
expected to be on 1 May 2024.
These dates may be deferred if there is any delay to the re-admission to AIM.
On the effective date of the Migration, all existing share certificates
representing Ordinary Shares will not be cancelled and will continue to
represent Ordinary Shares following the Migration; however, upon a transfer of
Ordinary Shares represented by an existing share certificate, a new share
certificate in the form adopted by the Company following the Migration will be
issued to the transferee.
As a result of the Migration, the DIs over British Virgin Island shares that
are currently traded on AIM in London will be DIs over Australian 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
re-admission 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
re-admission. 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.
For shareholders who hold their existing Ordinary Shares in electronic form in
a CREST account by way of the DIs established by the Company as at close of
business on 1 May 2024, they will be replaced by new DIs in the Ordinary
Shares (reflecting that European Metals will have become an Australian
company) which will be credited to their CREST accounts on 2 May 2024.
However, if a DI holder has a preference under the Migration to receive shares
on the Company's Australian share register rather than receive the new
Australian DIs, then the following process should be applied:
· A DI holder should submit a CREST withdrawal instruction to convert
on a 1:1 basis their BVI DI holding into a holding of CDIs on the Australian
register, maintained by the Company's Australian registrar Computershare
Investor Services Pty Limited. CDIs can be held on the Australian register
through CHESS or in Issuer sponsored form;
· the BVI DIs shall then be withdrawn from CREST in the name of holder
being registered with the CDIs, and if the CDIs are being delivered to a
custody arrangement the Australian custodian shall be advised to accept their
delivery; and
· when the Migration is effected on the Australian CDI register, all
CDIs will be automatically converted to shares.
Alternatively, once the new Australian DIs are issued, a DI holder of the new
Australian DIs, if they wish, can request to withdraw the new Australian DIs
and convert them on a 1:1 basis into shares on the Australian share register.
The Company will apply for the DIs to be re-admitted to CREST with effect from
the re-admission.
2. New Constitution
European Metals will adopt a memorandum of association and new articles of
association, referred to as a constitution in Australia (the "New Articles" or
"New Constitution") (together the "M&A") upon completion of the Migration,
in replacement of the existing articles of incorporation and by-laws (the
"Existing Articles").
The New Articles seek to keep the constitution upon Migration generally
similar to the constitution pre-Migration and generally only to incorporate
those changes required or expected by Australian law, AIM market practice or
where European Metals wants to introduce enhanced shareholder rights and
protections. The key differences in the New Articles as compared to the
Existing Articles are as follows:
(a) a right of shareholders holding at least 5% of the share capital to
require a resolution to be put to shareholders at a general meeting along with
minimum notice requirements will be included in the New Constitution;
(b) the New Constitution will incorporate rights given to European Metals to
sell shares that constitute less than a marketable parcel of shares in a class
a class of shares, subject to the terms of the New Constitution and the
listing rules of ASX;
(c) provisions allowing for preference shares to be issued by European
Metals at the directors' discretion;
(d) restrictions on the offers of shares involving monetary consideration
under employee incentive schemes;
(e) increasing the minimum number of directors from one to three and placing
a cap on the number of directors that can be appointed at any given time to
ten;
(f) the New Constitution includes the Proportional Takeover Provisions under
Australian Law; and
(g) certain administrative provisions differ between the Existing Articles
and the New Constitution such as the treatment of calls, closure of registers,
prohibition on transferring shares to infants and occasions when voting via
polls is required.
The New Articles will be made available on the Company's website:
www.europeanmet.com (http://www.europeanmet.com)
3. Additional Information
a) Directors' service agreements and letters of appointments
The directors' annual salaries are as follows:
Keith Coughlan AUD462,500
Kiran Morzaria AUD69,999.96
Richard Pavlik GBP39,120
Lincoln Bloomfield Jr. GBP30,000
Plus bonuses paid in November 2023:
Keith Coughlan AUD116,978
Richard Pavlik AUD61,660
Keith Coughlan
· 800,000 Class A performance rights - issued 2/3/2022
· 800,000 Class B performance rights - issued 2/3/2022
· 800,000 Class C performance rights - issued 2/3/2022
Richard Pavlik
· 400,000 Class A performance rights - issued 2/3/2022
· 400,000 Class B performance rights - issued 2/3/2022
· 400,000 Class C performance rights - issued 2/3/2022
b) Directors' other directorships
In addition to being directors of the Company, the directors have held or hold
the following directorships and/or has been/is a partner in the following
partnerships within the last five years immediately prior to the date of this
document:
Keith Dudley Coughlan
Current appointments Previous appointments
Asian Battery Metals Ltd Calidus Resources Limited
Doriemus plc Doriemus L15 Pty Ltd
Doriemus Energy Pty Ltd Southern Hemisphere Mining Limited
Geomet S.R.O Southern Hemisphere Mining (Aust) Pty Ltd
Inswinger Holdings Pty Ltd
Kadaje Investments Pty Ltd
Outswinger Holdings Pty Ltd
Richard Pavlik
Current appointments Previous appointments
N/A Geomet S.R.O
Kiran Caldas Morzaria
Current appointments Previous appointments
Built Intelligence Ltd Academy Minerals Limited
Cadence Minerals Plc Optiva Critical Metals Limited
Horse Hill Developments Limited Rare Earth Resources Limited
REM Mexico Limited UKOG (137/246) Ltd
UK Oil & Gas Investments Limited UKOG (137/246) Holdings Ltd
UK Oil & Gas Plc UKOG (234) Ltd
UKOG (GB) Limited
UKOG Turkey Ltd
Lincoln Palmer Bloomfield Jr.
Current appointments Previous appointments
DDD Express Henry L. Stimson Center (The)
Mana Pacific, Inc.
Palmer Coates LLC
The Last Kilometer Corp
US Water Partnership
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.europeanmet.com (http://www.europeanmet.com)
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None
*Group total consisted of:
Name Share Capital
ARMCO Barriers Pty Ltd 13,670,500
Mr. Richard Keller 113,325
Mr. Richard Keller 2,205,000
Road & Construction Supplies of Australia Pty Ltd
16,998,825
**A portion of Cadence Minerals plc holdings is held under BNP Paribas
Nominees and included in BNP Paribas Nominees total.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
i) 30 June
ii) Not applicable - existing issuer re-admitting to AIM
iii) Annual report to 30 June 2024 - published by 31 December
2024
Half year report to 31 December 2024 - published by 31 March 2025
Annual report to 30 June 2025 - published by 31 December 2025
EXPECTED ADMISSION DATE:
Re-admission expected on 2 May 2024
NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
NAME AND ADDRESS OF BROKER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Not applicable.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Corporate Governance Principles and Recommendations as published by the
ASX Corporate Governance Council
DATE OF NOTIFICATION:
4 April 2024
NEW/ UPDATE:
NEW
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
HAVE BEEN TRADED:
AIM and ASX
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
10 December 2015
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
Confirmed
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.europeanmet.com (http://www.europeanmet.com)
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
European Metals intends to create a sustainable European lithium supply chain
with a low carbon footprint that is strategically positioned in Europe to
supply the world's elective vehicle market with high margin lithium battery
chemicals.
The Company intends to utilise local suppliers and employees to create
long-term sustainable development and work to minimise the carbon footprint of
the Cinovec Battery Metals Project.
European Metals intends to work with end users of battery metals to shorten
their supply chain, assure consumers of ESG best practices at every stage, and
thereby reduce reliance on overseas battery metals, to enable growth in the
green energy market within the European Union.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
There has been no significant change in the financial or trading position of
the Company since 30 June 2023, being the end of the last financial period for
which audited statements have been published, except for the interim results
for the six months ended 31 December 2023 (released on 15 March 2024) and
certain other developments that have been announced by the Company that are
summarised below:
· The interim results for the six months ended 31 December 2023 can be
found here: www.europeanmet.com/company-reports/
(http://www.europeanmet.com/company-reports/)
During the period from 1 July 2023 to 3 April 2024, the Company made the
following material announcements:
· On 21 July 2023, European Metals announced that the European Bank for
Reconstruction and Development agreed to invest €6 million to support the
Company's development of the Cinovec Project in the Czech Republic.
· On 31 July 2023, the Company released quarterly activities report for
the quarter ending June 2023.
· On 29 September 2023, the Company released annual accounts for the
year ended 30 June 2023.
· On 29 September 2023, the Company released its Annual Governance
Statement.
· On 31 October 2023, the Company released its quarterly activities
report for the quarter ending September 2023.
· On 09 November 2023, the Company announced the Successful
Battery-Grade pilot programme for Cinovec Lithium Project, confirming the
robustness of the Cinovec Lithium Chemical Plant process flowsheet and
providing a strong foundation for the execution of the Cinovec Project.
· On 22 December 2023, the Company announced that Cinovec's Definitive
Feasibility Study is to be completed in Q1 2024.
· On 29 January 2024, the Company announced an extension to all four
Cinovec Exploration Licences.
· On 31 January 2024, the Company announced its quarterly activities
report for the quarter ending 31 December 2023.
· On 15 March 2024, the Company announced its interim financial report
for the half-year ended 31 December 2023.
· One 27 March 2024, the Company provided an updated on the Cinovec
Lithium Project in the Czech Republic.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
THE 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:
N/A
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 the CREST system, including CDIs and DIs, to be held in electronic
rather than in paper form.
The Australian equivalent of this system is called CHESS. Ordinary Shares held
through CHESS on the Australian registry may be transferred into DIs held
through CREST on the UK depositary registry and vice versa.
Notwithstanding the proposed re-domiciliation, the Ordinary Shares will remain
listed and traded on the ASX, with trades settled electronically on the
Australian registry through CHESS.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.europeanmet.com (http://www.europeanmet.com)
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:
Please refer to the Notice of Annual General Meeting, posted to shareholders
on 06 December 2023 and available on the Company's website
(www.europeanmet.com (http://www.europeanmet.com) ), for the following
details:
· Background to migration of the Company to Australia (the "Migration")
· Process of Migration
· Advantages of the Migration
· Disadvantages of the Migration
· The New Constitution
· Proportional Takeover Provisions
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 Migration, to reflect that the Ordinary Shares will
have become shares in a Australian company rather than a British Virgin Island
company:
(a) the ISIN of the DIs in Ordinary Shares will change to
AU000000EMH5; and
(b) the SEDOL of the DIs in Ordinary Shares will change to
BLNMGR8 .
Application will be made to the London Stock Exchange for 207,444,705 Ordinary
Shares to be re-admitted to trading on AIM. It is expected that the
re-admission will become effective and that dealings in the Ordinary Shares
will re-commence on 2 May 2024.
The last day of dealings in the Ordinary Shares before completion of the
Migration is expected to be on 1 May 2024. The last day for registration of
transfers of the Ordinary Shares and DIs before completion of the Migration is
expected to be on 1 May 2024.
These dates may be deferred if there is any delay to the re-admission to AIM.
On the effective date of the Migration, all existing share certificates
representing Ordinary Shares will not be cancelled and will continue to
represent Ordinary Shares following the Migration; however, upon a transfer of
Ordinary Shares represented by an existing share certificate, a new share
certificate in the form adopted by the Company following the Migration will be
issued to the transferee.
As a result of the Migration, the DIs over British Virgin Island shares that
are currently traded on AIM in London will be DIs over Australian 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
re-admission 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
re-admission. 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.
For shareholders who hold their existing Ordinary Shares in electronic form in
a CREST account by way of the DIs established by the Company as at close of
business on 1 May 2024, they will be replaced by new DIs in the Ordinary
Shares (reflecting that European Metals will have become an Australian
company) which will be credited to their CREST accounts on 2 May 2024.
However, if a DI holder has a preference under the Migration to receive shares
on the Company's Australian share register rather than receive the new
Australian DIs, then the following process should be applied:
· A DI holder should submit a CREST withdrawal instruction to convert
on a 1:1 basis their BVI DI holding into a holding of CDIs on the Australian
register, maintained by the Company's Australian registrar Computershare
Investor Services Pty Limited. CDIs can be held on the Australian register
through CHESS or in Issuer sponsored form;
· the BVI DIs shall then be withdrawn from CREST in the name of holder
being registered with the CDIs, and if the CDIs are being delivered to a
custody arrangement the Australian custodian shall be advised to accept their
delivery; and
· when the Migration is effected on the Australian CDI register, all
CDIs will be automatically converted to shares.
Alternatively, once the new Australian DIs are issued, a DI holder of the new
Australian DIs, if they wish, can request to withdraw the new Australian DIs
and convert them on a 1:1 basis into shares on the Australian share register.
The Company will apply for the DIs to be re-admitted to CREST with effect from
the re-admission.
2. New Constitution
European Metals will adopt a memorandum of association and new articles of
association, referred to as a constitution in Australia (the "New Articles" or
"New Constitution") (together the "M&A") upon completion of the Migration,
in replacement of the existing articles of incorporation and by-laws (the
"Existing Articles").
The New Articles seek to keep the constitution upon Migration generally
similar to the constitution pre-Migration and generally only to incorporate
those changes required or expected by Australian law, AIM market practice or
where European Metals wants to introduce enhanced shareholder rights and
protections. The key differences in the New Articles as compared to the
Existing Articles are as follows:
(a) a right of shareholders holding at least 5% of the share capital to
require a resolution to be put to shareholders at a general meeting along with
minimum notice requirements will be included in the New Constitution;
(b) the New Constitution will incorporate rights given to European Metals to
sell shares that constitute less than a marketable parcel of shares in a class
a class of shares, subject to the terms of the New Constitution and the
listing rules of ASX;
(c) provisions allowing for preference shares to be issued by European
Metals at the directors' discretion;
(d) restrictions on the offers of shares involving monetary consideration
under employee incentive schemes;
(e) increasing the minimum number of directors from one to three and placing
a cap on the number of directors that can be appointed at any given time to
ten;
(f) the New Constitution includes the Proportional Takeover Provisions under
Australian Law; and
(g) certain administrative provisions differ between the Existing Articles
and the New Constitution such as the treatment of calls, closure of registers,
prohibition on transferring shares to infants and occasions when voting via
polls is required.
The New Articles will be made available on the Company's website:
www.europeanmet.com (http://www.europeanmet.com)
3. Additional Information
a) Directors' service agreements and letters of appointments
The directors' annual salaries are as follows:
Keith Coughlan AUD462,500
Kiran Morzaria AUD69,999.96
Richard Pavlik GBP39,120
Lincoln Bloomfield Jr. GBP30,000
Plus bonuses paid in November 2023:
Keith Coughlan AUD116,978
Richard Pavlik AUD61,660
Keith Coughlan
· 800,000 Class A performance rights - issued 2/3/2022
· 800,000 Class B performance rights - issued 2/3/2022
· 800,000 Class C performance rights - issued 2/3/2022
Richard Pavlik
· 400,000 Class A performance rights - issued 2/3/2022
· 400,000 Class B performance rights - issued 2/3/2022
· 400,000 Class C performance rights - issued 2/3/2022
b) Directors' other directorships
In addition to being directors of the Company, the directors have held or hold
the following directorships and/or has been/is a partner in the following
partnerships within the last five years immediately prior to the date of this
document:
Keith Dudley Coughlan
Current appointments Previous appointments
Asian Battery Metals Ltd Calidus Resources Limited
Doriemus plc Doriemus L15 Pty Ltd
Doriemus Energy Pty Ltd Southern Hemisphere Mining Limited
Geomet S.R.O Southern Hemisphere Mining (Aust) Pty Ltd
Inswinger Holdings Pty Ltd
Kadaje Investments Pty Ltd
Outswinger Holdings Pty Ltd
Richard Pavlik
Current appointments Previous appointments
N/A Geomet S.R.O
Kiran Caldas Morzaria
Current appointments Previous appointments
Built Intelligence Ltd Academy Minerals Limited
Cadence Minerals Plc Optiva Critical Metals Limited
Horse Hill Developments Limited Rare Earth Resources Limited
REM Mexico Limited UKOG (137/246) Ltd
UK Oil & Gas Investments Limited UKOG (137/246) Holdings Ltd
UK Oil & Gas Plc UKOG (234) Ltd
UKOG (GB) Limited
UKOG Turkey Ltd
Lincoln Palmer Bloomfield Jr.
Current appointments Previous appointments
DDD Express Henry L. Stimson Center (The)
Mana Pacific, Inc.
Palmer Coates LLC
The Last Kilometer Corp
US Water Partnership
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.europeanmet.com (http://www.europeanmet.com)
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None
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. END PAAIJMTTMTAMBMI Recent news on European Metals Holdings
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