1st Apr 2010 08:24
AIM: CLF
TSX: CFG
For release on 1 April 2010
CLUFF GOLD PLC
("Cluff Gold" or the "Company")
Additional Listing
London, England, 1 April 2010 - Cluff Gold, the West African gold mining group, today announces that on 31 March 2010, the Company approved and issued 300,000 ordinary shares ("Ordinary Shares") of 1 pence each in the Company (the "New Ordinary Shares"). The New Ordinary Shares are being issued pursuant to the exercise of options. Application has been made for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's AIM market for listed securities ("Admission").
Admission and dealings in the New Ordinary Shares are expected to become effective on 8 April 2010. The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.
Following Admission, and in accordance with Rule 2.10 of The City Code on Takeovers and Mergers, the total issued share capital of the Company will be 122,765,595 Ordinary Shares, all of which have voting rights.
The above figure 122,765,595 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of Cluff Gold under the FSA's Disclosure and Transparency Rules.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Cluff Gold, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Cluff Gold, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Cluff Gold by Cluff Gold, or by the potential offerors, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
For further information, please contact:
Cluff Gold plc J.G. Cluff - Chairman and Chief Executive Catherine Apthorpe- Commercial Manager Tel: +44 (0) 20 7340 9790 |
Evolution Securities Limited Rob Collins Tim Redfern Tel: +44 (0) 20 7071 4300 |
Pelham Bell Pottinger Investor Relations (Global) Charles Vivian Klara Kaczmarek Tel: +44 (0) 20 7337 1500 |
Farm Street Communications Ltd Press Relations (U.K.) Simon Robinson +44 (0) 7593 340 107 simon.robinson@farmstreetmedia.com |
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Amara Mining