17th Sep 2010 08:00
RNS Number : 8463S Obtala Resources Limited 17 September 2010 Obtala Resources Limited ("New Obtala" or "the Company") First Day of Trading Further to the announcement made by Obtala Resources Plc ('Old Obtala') on 6 August2010, the Board of Obtala Resources Limited is pleased to announce that the schemeof arrangement under sections 895 to 899 of the Companies Act 2006 ('the Scheme')of Old Obtala became effective on Thursday, 16 September 2010. As a result, the admissionof Old Obtala Shares to AIM has been cancelled and the shares in Obtala ResourcesLimited ("New Obtala") will be admitted to trading on AIM at 8:00 a.m. today. The Takeover Code The Takeover Code normally applies to a company whose shares are admitted to tradingon AIM if its registered office is in the United Kingdom, the Channel Islands orthe Isle of Man and if it is considered by the Panel on Takeovers and Mergers (the"Panel") to have its place of central management and control in one of these jurisdictions. Previously the Takeover Code applied to Old Obtala. The Takeover Code currently appliesto New Obtala. However, it is possible that at some time in the future, more thanhalf of the directors of New Obtala will be resident outside the United Kingdom,the Channel Islands and the Isle of Man and, as a result, the place of central managementand control of New Obtala will then be outside the United Kingdom, the Channel Islandsand the Isle of Man. Accordingly, the Takeover Code would therefore at that timeno longer apply to New Obtala. In order to seek to provide New Obtala Shareholderswith certain protections which would no longer be available as a result of this,the New Obtala Articles provide as follows in circumstances where the Takeover Codedoes not apply: Where any person acquires an interest in shares which (taken together with sharesheld or acquired by persons acting in concert with him) represent 30 per cent. ormore of all the shares for the time being in issue, the New Obtala Directors mayserve upon that person a notice requiring him to make an offer in writing (the "Offer"),within 30 days of the date of such notice on the basis set out below to purchaseall shares not owned by him for cash on terms that payment in full therefore willbe made within 21 days of the Offer becoming or being declared unconditional in allrespects. Where the New Obtala Directors serve such a notice upon any person they may includea requirement that such person shall make an appropriate offer or proposal in writingto the holders of every class of securities convertible into, or of rights to subscribefor, share capital of New Obtala (whether such share capital is voting or non-voting)(a "Convertible Offer"). In addition to the Offeror, the New Obtala Directors may require, in their absolutiondiscretion, each of the principal members of a group of persons acting in concertwith him and who appear to be interested in any shares in, or convertible securitiesof, New Obtala to make the Offer and/or the Convertible Offer. If the New Obtala Directors require the Offeror (and any person(s) acting in concertwith the Offeror) to make the Offer (and, if relevant, a Convertible Offer) and theOfferor (and such person(s) acting in concert with him) does not/do not comply withthe request set out in the relevant notice within the time period specified in suchnotice then the New Obtala Directors may at any time, by notice to the Offeror (andthe person(s) acting in concert with him), direct that: 1. the Offeror (and the person(s) acting in concert with him) is not entitledto vote at or attend, either personally or by proxy, a general meeting or a meetingof the holders of any class of shares of New Obtala held by him/them or to exerciseany other right conferred by membership in relation to general meetings of the holdersof any class of shares of New Obtala; and/or 2 any dividend or other money which would otherwise be payable to the Offeror(or the person(s) acting in concert with him) shall (in whole or part) be retainedby New Obtala without any liability to pay interest when the dividend or money ispaid to the member; and/or 3 no transfer of the New Obtala Shares held by the Offeror (or the person(s)acting in concert with him) shall be registered. Unless the New Obtala Directors otherwise agree, any offer required by this provisionmust be in cash or be accompanied by a cash alternative at not less than the highestprice paid by the Offeror or any person acting in concert with it for shares or convertiblesecurities of that class within the preceding 12 months. The Offer must also be conditionalonly on the Offeror having received acceptances in respect of shares which, togetherwith shares acquired or agreed to be acquired before or during the offer, will resultin the Offeror and any person acting in concert with it holding shares which carry more than 50 per cent.of the voting rights. In enforcing these provisions the New Obtala Board shall makedecisions at their absolute discretion. The New Obtala Shareholders may, by passing a special resolution in general meeting,determine that the takeover provisions set out above shall not apply to any transactionspecified in such special resolution. Exploration Licence EXPL 001/07 New Obtala has become aware of an omission in the appendix to the AIM announcementpublished on 6 August 2010 with regards to the Exploration Licence EXPL 001/07. Ithas become apparent that the acquisition of this licence along with the transferof ownership from the prior owners occurred on 12 January 2010 as previous announced,but the official approval from the government of Sierra Leone has yet to be received.The delay has become apparent after internal review of documentation relating tothe licences and does not affect any of the other licences held by the Obtala Group.There is no dispute with the previous owners or government over the legality or processof the acquisition and the delay is a result of the administration process withinSierra Leone. The New Obtala Directors are confident that official approval willbe granted and the transfer of this licence should complete shortly. Website Further information about the Company, including all of the information requiredto be disclosed pursuant to AIM Rule 26 is available on the Company's website, www.obtalaresources.com. Defined terms in this announcement have the same meaning as in the Scheme Circularand the Appendix to AIM Announcement. Obtala Resources Limited Simon Rollason - Managing Director Frank Scolaro - Chairman www.obtalaresources.com +44 (0) 20 7099 1940 ZAI Corporate Finance Ltd +44 (0) 20 7060 2220 Ray Zimmerman/ Sarang Shah Threadneedle Communications +44 (0) 20 7653 9855 Laurence Read This information is provided by RNS The company news service from the London Stock Exchange END MSCLFMATMBIBBMMRelated Shares:
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