4th Sep 2006 07:30
Voss Net PLC04 September 2006 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 4 September 2006 Voss Net plc ("Voss Net" or "the Company") Proposed acquisition of Tanzania Gold Limited ("Tanzania Gold")Proposed placing of 4,872,500 New Ordinary Shares of 0.2p each at a price of 50p per share Proposed 1 for 20 share consolidation Waiver of Rule 9 of the City Code on Takeovers and Mergers Change of name to "Tanzania Gold plc" Adoption of new Articles of Association Application for admission to trading on AIM Notice of Extraordinary General Meeting Certain definitions and terms apply throughout this announcement and yourattention is drawn to the table at the end of this announcement where thesedefinitions and terms are set out in full. Highlights • The board of Voss Net is pleased to announce that it has today conditionally agreed to acquire the entire issued share capital of Tanzania Gold Limited which has an interest in the Mkurumu Gold Project, located 125 kilometres to the south-west of Dodoma in Tanzania, the third largest gold producer in Africa - Tanzania Gold's wholly owned subsidiary has a Joint Venture with AngloGold Ashanti in Tanzania. Tanzania Gold has the right to earn up to 46 per cent. of the Mkurumu Gold Project, covering approximately 43 square kilometres, by spending a total of USD650,000 over two years - Basic geological mapping, regional soil geochemical surveys and rock chip sampling have already commenced - Drilling programme is scheduled to commence immediately upon Completion. • Placing to raise approximately £2.44 million gross (approximately £1.97 million net of expenses) by the issue of, in aggregate, 4,872,500 New Ordinary Shares with institutional and other investors at 50 pence per share (equivalent to 2.5 pence per Existing Ordinary Share), to fund an extensive drilling programme on the Mkumuru Gold Project, followed by the analysis and dissemination of the results, with the balance used to provide the Enlarged Group with additional funding for its ongoing working capital requirements. • Share consolidation comprising one New Ordinary Share of 0.2 pence each for every 20 Ordinary Shares of 0.01 pence each. • Board to be strengthened through the appointment of Clive Sinclair-Poulton, Mark Burchnall, Tony Hopkins and Melissa Sturgess, conditional upon Completion. • Voss Net to change its name to "Tanzania Gold plc". • Strand Partners is acting as Nominated Adviser and Broker in connection with the Proposals. Mirabaud Securities is today being appointed as Broker following publication of the Admission Document. Clive Sinclair-Poulton, Director of Tanzania Gold and proposed Chief Executiveof the Enlarged Group, commented: "We are very positive regarding the potential of Tanzania. We also believe thereis considerable benefit in our joint venture with AngloGold Ashanti. We knowthis combination can only be positive to our partnership with Voss Net" Enquiries: Voss Net PlcGerard Nealon, Executive Chairman Tel: (020) 7929 4391 Tanzania Gold LimitedClive Sinclair-Poulton, Director Mob: (07768) 612 912 Strand Partners LimitedJames Harris Tel: (020) 7409 3494Matthew Chandler St Swithins PR LimitedGary Middleton Tel: (020) 7929 4391 This summary should be read in conjunction with the full text of thisannouncement set out below. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition, Placing and proposedadmission of the Enlarged Share Capital to trading on AIM. Its responsibilitiesas the Company's nominated adviser and broker under the AIM Rules are owedsolely to the London Stock Exchange and are not owed to the Company or to anyDirector or Proposed Director or to any other person in respect of his decisionto acquire shares in the Company in reliance on any part of this announcement.Strand Partners Limited is not acting for anyone else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to its clients or for providing advice in relation to the contents ofthis announcement or the Acquisition, the Placing or the proposed admission ofthe Enlarged Share Capital to trading on AIM. No representation or warranty,express or implied, is made by Strand Partners Limited as to the contents ofthis announcement, without limiting the statutory rights of any person to whomthis announcement is issued. The information contained in this announcement isnot intended to inform or be relied upon by any subsequent purchasers of NewOrdinary Shares (whether on or off exchange) and accordingly no duty of care isaccepted in relation to them. Strand Partners Limited has approved the contents of this announcement solelyfor the purpose of section 21 of the Financial Services and Markets Act 2000.The principal place of business of Strand Partners Limited is 26 Mount Row,London W1K 3SQ. The Directors and Proposed Directors of Voss Net plc, accept responsibility,individually and collectively, for the information contained in thisannouncement and for compliance with the AIM Rules. To the best of the knowledgeand belief of the Directors and Proposed Directors, who have taken allreasonable care to ensure that such is the case, the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities. Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 4 September 2006 Voss Net plc ("Voss Net" or "the Company") Proposed acquisition of Tanzania Gold LimitedProposed placing of 4,872,500 New Ordinary Shares of 0.2p each at a price of 50p per share Proposed 1 for 20 share consolidation Waiver of Rule 9 of the City Code on Takeovers and Mergers Change of name to "Tanzania Gold plc" Adoption of new Articles of Association Application for admission to trading on AIM Notice of Extraordinary General Meeting 1. Introduction The Board is pleased to announce that the Company has conditionally agreed toacquire the entire issued share capital of Tanzania Gold Limited through theissue of 9,000,000 New Ordinary Shares valuing Tanzania Gold at approximately£4.5 million at the Placing Price and approximately £6.75 million based on theclosing middle market price of 75 pence (as adjusted for the shareconsolidation) per New Ordinary Share on 17 May 2006, being the last businessday immediately prior to the suspension of the Ordinary Shares from trading onAIM. Following press speculation concerning this transaction, and anannouncement by the Company on 18 May 2006 confirming that the Company was indiscussions with respect to an acquisition which would constitute a reversetakeover under the AIM Rules, the Existing Ordinary Shares were suspended fromtrading on AIM. With today's announcement that suspension has been lifted. Tanzania Gold is an Irish registered holding company which seeks to createtangible shareholder value through the discovery and exploitation of goldprojects and assets situated in Tanzania and which owns an interest in aproperty forming a block of approximately 43.39 square kilometres situated inMkurumu, 125 kilometres to the south-west of Dodoma, Tanzania which is an areaof current artisanal gold mining. In order to provide funding for the ongoing working capital requirements of theEnlarged Group, Voss Net proposes to raise approximately £2.44 million beforeexpenses (approximately £1.97 million net of expenses) through the placing of4,872,500 New Ordinary Shares with institutional and other investors at thePlacing Price. Strand Partners has conditionally agreed to use its reasonableendeavours to procure placees for all of the Placing Shares. In view of the size and nature of the Acquisition and the fact that one of theSellers, Hereford Group Limited, owns the entire issued share capital of Zaika(an existing substantial shareholder in Voss Net), the Acquisition constitutesboth a reverse takeover of the Company and a related party transaction under theAIM Rules. Accordingly, the Proposals are conditional, inter alia, on theapproval of both Shareholders and Independent Shareholders, such approval to besought at the EGM. Following Completion, the Sellers, Zaika and FinscanInvestments (an existing minority shareholder in Voss Net, details of which areset out in the Admission Document) will, together, be the beneficial owners of,in aggregate, 11,637,401 New Ordinary Shares, representing approximately 48.44per cent. of the Enlarged Share Capital. Independent Shareholders will thereforebe asked to vote on the Waiver Resolution to approve a waiver by the Panel ofany obligation on the part of the Sellers, Zaika or Finscan Investments to makea general offer to Shareholders under Rule 9 of the City Code arising from theissue to the Sellers of the Acquisition Shares pursuant to the AcquisitionAgreement. If the Resolutions are duly passed at the EGM, the Company's existing tradingfacility on AIM will be cancelled and the Company will apply for the EnlargedShare Capital to be re-admitted to trading on AIM. If the Resolutions arepassed, it is expected that Admission will take place and that dealings in theshares comprising the Enlarged Share Capital will commence on 29 September 2006. Following Completion, the existing management team of Tanzania Gold, togetherwith the other Proposed Directors, will assume responsibility for the EnlargedGroup, including all of Voss Net's and Tanzania Gold's assets, and all ofTanzania Gold's existing shareholders will exchange their Tanzania Gold Sharesfor New Ordinary Shares. 2. The Company and its investment strategy The Company was incorporated on 13 April 1994 in England and Wales with the nameYieldbid Public Limited Company and changed its name to Voss Net plc on 19September 1994. It was admitted to trading on AIM on 14 August 1995 as theholding company of two trading subsidiaries, Vossnet (U.K.) Limited and Voss NetCommunications Limited, whose principal activities were respectively thedevelopment and marketing of a generic interactive electronic system for theexchange and sale of purchasing information, and communication consultancy andhardware sales. Further to the completion of the Company Voluntary Agreement on 4 November 2005,the Company does not currently conduct any trading activities and its principalactivity is to operate as an AIM quoted investment company actively seeking andevaluating potential acquisition targets to increase shareholder value. The Company's investment strategy, approved by Shareholders at the recent annualgeneral meeting held on 22 May 2006, is to acquire the shares or assets of anearly stage company within the mining sector. Suitable potential targets wouldoperate outside the United Kingdom and would preferably be based in Africa toenable the Company to capitalise on the executive directors' considerable directexperience in the African mining community and their contacts within theindustry. If the Acquisition does not proceed, the Directors will continue to pursue theaforementioned strategy. Shareholders should however be in no doubt as to theimportance of the Proposals to the future of the Group since the Directorsbelieve that the combination of the Acquisition and the Placing is an essentialstep towards restoring the Company to a secure financial position. TheAcquisition and the Placing are each conditional upon the other proceeding. Ifthe Acquisition and Placing do not proceed, for whatever reason, the Companywould need to attempt to raise further funds or seek alternative methods offinancing, on account of the fact that it will have incurred expenses amountingto approximately £365,000 in pursuit of the Acquisition and would not havesufficient working capital for its present requirements, that is for at leastthe next twelve months from the date of this announcement. If such funds couldnot be raised or alternative methods of financing secured, the Board would haveto urgently consider alternative courses of action, such as the initiation ofinsolvency procedures, in which event the Company would be delisted from tradingon AIM. 3. Background to and reasons for the Acquisition As set out above, Voss Net's primary objective as an investment company is toacquire the shares or assets of a company operating within the mining sector,preferably based in Africa and at an early stage in its development. In linewith this strategy, the Directors believe that the Acquisition represents asubstantial opportunity with the potential to deliver significant long-termenhancement of shareholder value and provide the Company with a number ofbenefits. In particular the Directors believe that the Acquisition will: i) provide the Company with a business with good prospects for commercial development and future growth, managed by an experienced management team, several members of which will be joining the Board; ii) provide the Company with access to Tanzania Gold's significant expertise, experience and contacts and strategic partnerships in the fields of mining exploration and natural resources; and iii)raise the profile of the Enlarged Group which may be expected to allow the Enlarged Group to attract and retain additional suitably qualified and experienced personnel to further augment the experience of the Directors and Proposed Directors. Tanzania Gold may also be expected to benefit from the perceived status and stature of being part of a publicly traded group, which may enhance its reputation and financial standing with its key partners and suppliers. In particular, it will provide a means by which the Enlarged Group can potentially fund its necessary mineral exploration activities, develop projects and, where appropriate, attract further joint venture partners. 4. Information on Tanzania Gold, its business and strategy and the Joint VentureAgreement Tanzania Gold is a privately owned holding company incorporated in Ireland andbased in Cork. Founded on 13 January 2005 by Clive Sinclair-Poulton, TonyHopkins and David Jordan, its primary objective is to create shareholder valuethrough the discovery, exploitation and analysis of gold exploration projectsand assets, initially in Tanzania. Utilising its established network ofrelationships, it sources and reviews available project opportunities todetermine whether they appear likely to have sufficient potential to host viableeconomic gold deposits and then works closely with the investment community toimplement a strategy to realise this value and create capital growth for itsshareholders. Any projects or prospecting licences that are acquired eitherdirectly or through joint venturing arrangements in pursuit of this strategy,are intended to be managed and developed via Tanzania Gold's wholly owned UKoperating subsidiary, Anglo Tanzania Gold. Anglo Tanzania Gold's sole asset is a share in a property forming a block ofapproximately 43.39 square kilometres situated in Mkurumu, 125 kilometres to thesouth-west of Dodoma, Tanzania which is an area of current artisanal goldmining. The prospecting licence in respect of this area was originally grantedto a Tanzanian company, Mafulira Village Mining Company, by the Tanzanianauthorities and on 23 October 2004 it entered into an agreement with AshantiExploration Tanzania. Initial exploration work performed by Ashanti ExplorationTanzania and its parent company, AngloGold Ashanti, on the site to date, hasconsisted of basic geological mapping, regional soil geochemical surveys androck chip sampling and ongoing work involves infill soil sampling and mapping ata 1:500 scale. On 10 May 2005, Anglo Tanzania Gold entered into a joint venture agreement withAshanti Exploration Tanzania, which has subsequently been amended by an addendumexecuted on 29 August 2006. Under the terms of the Joint Venture Agreement,Anglo Tanzania Gold will, in return for meeting certain exploration andfinancing obligations of US$300,000 for a one year period ending 9 September2006 and, in aggregate, US$650,000 over a two year period ending 9 September2007, acquire 50 per cent. of Ashanti Exploration Tanzania's rights in theMkurumu property, amounting to 46 per cent. of the total property. In order toretain this 46 per cent. interest, Anglo Tanzania Gold must spend, by way ofexploration and financing, a further US$400,000 in year three, ending 9September 2008. Therefore, on fulfilment of its obligations, each of AngloTanzania Gold and Ashanti Exploration Tanzania will own 46 per cent. of theproperty with the remaining 8 per cent. owned by Mafulira Village MiningCompany. In addition, Ashanti Exploration Tanzania was granted first option onany disposal by Anglo Tanzania Gold to acquire its participation in the JointVenture on terms no less favourable than those afforded to any third party. Under the terms of the Joint Venture Agreement, both parties' 46 per cent.interest will be diluted to a 35 per cent. interest or 2 per cent. Net SmelterReturn should either party elect not to co-fund any pre-feasibility study (onthe prospecting area to assess the economic viability and technicalexploitability of Mineral Substances). Such pre-feasibility studies are at thefirst option of Ashanti Exploration Tanzania. Anglo Tanzania Gold has full operational control of the drilling and explorationprogramme and reports to a committee comprising three representatives from eachof Anglo Tanzania Gold and Ashanti Exploration Tanzania. It intends to employ arelatively small core team comprising geologists, technicians, administrators,drivers and support staff who are to be located in office premises in Mwanza andon site in Mkurumu in Tanzania. Additional technical resources will besub-contracted or outsourced from third party agents as required in order toperform physical exploration activities, drilling, analysis/reporting of resultsand airbourne surveys. Such a strategy provides flexibility and serves to reducecapital expenditure requirements whilst minimising the company's cost base. As at the date of this announcement, Anglo Tanzania Gold has incurredexpenditure of approximately US$329,000 in respect of its exploration andfinancing obligations under the Joint Venture Agreement. Expenditure during thefirst year has been targeted at, inter alia, re-appraising the results ofprevious exploration, designing and interpreting a geological and economic modelfor the deposit, infill mapping, sampling and drilling to determine the natureand distribution of the gold mineralisation and appraisal of the results.Exploration activity during the second year is to be driven by resourcedefinition through further drilling coupled with engineering and metallurgicalstudies to potentially convert resources into reserves, the data from whichwould form the basis of a pre-feasibility study. The Directors and ProposedDirectors intend to produce a resource statement in late 2007. The Mkurumu site has well established accessibility via regional roads andtracks that are linked to sealed highways leading east to the coast and mainports. Historically, eastern Tanzania has not been as extensively explored asthe Lake Victoria region in the north, which hosts some of the country's bestknown gold reserves. Nonetheless, prior to the 1970s, exploration in the areaidentified many potentially exploitable gold concentrations, on which littlesubsequent work has been undertaken. The Directors and Proposed Directorstherefore believe that by applying more modern exploration techniques,substantial cost effective development can now be effected upon theseoccurrences with the objective of progressing rapidly to production. The mineral exploration assets of Anglo Tanzania Gold have been reviewed by theIndependent Geologists whose report, and opinion on the Mkurumu project andappropriateness of the proposed work programme, are set out in the AdmissionDocument. 5. Current trading and prospects for the Enlarged Group Financial information on Voss Net for the period ended 31 December 2005 is setout in the Admission Document. Since 31 December 2005, the Company's onlyactivity has been to search for and evaluate suitable acquisition opportunitiesin line with its investment strategy and to enter into the agreements set out inthe Admission Document published today. Financial information on Tanzania Gold as at 31 May 2006 is also set out in theAdmission Document. Since 31 May 2006, Tanzania Gold's only material activityhas been to enter into the agreements set out in the Admission Documentpublished today. The Directors and Proposed Directors are optimistic as to the Enlarged Group'sprospects based on the combination of a continuation of the Company's strategy,the Acquisition, the Placing and their expectations for the commercial potentialand value enhancement of the current joint venture project within Tanzania Goldthrough the planned field work programme. 6. Directors and Proposed Directors At the EGM, resolutions will be proposed, conditional on obtaining Shareholders'approval of the Acquisition and Independent Shareholders' approval of the WaiverResolution, to, inter alia, appoint Clive Sinclair-Poulton as Chief ExecutiveOfficer, Mark Burchnall as Executive Director and Tony Hopkins and MelissaSturgess as Non-Executive Directors. With effect from Completion, it is proposedthat Gerard Nealon, current Executive Chairman will assume the role ofNon-Executive Chairman and Denis Chambers will resign from the Board. Briefbiographical details of the Directors and Proposed Directors are set below. Directors The current composition of the Board of Voss Net is as follows: Gerard Nealon M.Sc., B.Sc. (Hons) (Executive Chairman) Gerard Nealon, aged 46, is a Chartered Chemist holding the degrees of B.Sc.(Hons) in Biochemistry and M.Sc. in Forensic Science. He has approximatelytwenty five years of work experience, primarily in the areas of forensicscience, quality systems, risk management, research & development, corporategovernance and due diligence. Gerard was initially employed by governmentagencies, prior to moving into the private sector and founding his ownconsulting Company in 1994. His main areas of operation have principally beenAustralia, South Africa, Singapore, Malaysia, Thailand and the USA, havingpreviously held the positions of Chairman with Sylvania Resources Limited(listed on AIM and ASX) and Commercial Manager with Dwyka Diamonds (listed onAIM and ASX). Gerard is currently a director of Magnum Gold NL (listed on ASX)and was appointed as Chairman of Voss Net in December 2004. On Completion,Gerard Nealon will enter into a letter of appointment with the Company, detailsof which are set out in the Admission Document. Denis Chambers (Executive Director) Denis Chambers, aged 63, has more than forty years experience as a stockbrokerhaving commenced his career with H. Vigne & Sons in 1962 before joining J. & A.Scrimegeour in 1967 and then spending five years with Max Pollak & Freemantle inJohannesburg, South Africa. In 1974 he joined the Mining Sales team at Williamsde Broe, becoming a partner in 1977 until leaving in 1999 to join EvolutionBeeson Gregory where he worked until 2003. Denis was appointed as a director ofVoss Net in December 2004. Proposed Directors Clive Sinclair-Poulton MA, MSI (Proposed Chief Executive Officer) Clive Sinclair-Poulton, aged 50, studied law at Cambridge University, graduatingin 1978. He then spent twenty years in stockbroking and corporate finance. Heworked with such firms as Citibank, Security Pacific and Hoare Govett and setup, and was CEO of, two UK institutional stockbroking firms. Since selling hislast stockbroking firm he has been involved in a number of corporatetransactions and was the Executive Chairman and founder shareholder ofthemutual.net (listed on AIM). He has been involved in the natural resource areafor more than ten years. On Completion, Clive will enter into a service contractwith the Company, details of which are set out in the Admission Document. Mark Burchnall BA, LLB (Proposed Executive Director) Mark Burchnall, aged 30, graduated in 1998 from the Flinders University of SouthAustralia before working as a lawyer with a number of prominent Australian lawfirms for approximately eight years. Most recently, Mark was employed as aSenior Associate with Clayton Utz in Perth where he worked for over four yearsin the corporate, energy and resources area, providing advice to a number ofAustralian and internationally-listed clients, primarily with a naturalresources focus. He has a number of years of experience in public and privatecapital raisings, asset and share sales and acquisitions (with the associateddue diligence enquiries) and is currently the Manager-Strategic Development forDwyka Diamonds Limited (listed on AIM and ASX), Sylvania Resources Limited(listed on AIM and ASX) and Washington Resources Limited (listed on ASX). OnCompletion, Mark will enter into a service contract with the Company, details ofwhich are set out in the Admission Document. Tony Hopkins M.Sc., B.Sc. (Hons), MIMM, C.Eng. (Proposed Non-Executive Director) Tony Hopkins, aged 65, is a geologist with more than forty years experience inthe production, financial and consultancy sectors of the international miningindustry. Tony trained in South Africa and has worked throughout Africa, Northand South America, the Commonwealth of Independent States and Australasia. Hehas been involved in the exploration and development of a wide range ofcommodities in the fields of base, precious, platinum group metals, strategicand nuclear metals, diamonds and coal. Tony began his early career in South and Central Africa in the Geological Surveyof Malawi and as an exploration and mining geologist in South Africa, South WestAfrica and Uganda. This was followed by a ten-year period of explorationmanagement throughout Africa and South America. In 1986, Tony returned to theUnited Kingdom and entered the financial and consulting sector of the miningindustry. He has been involved in the evaluation of, and the fund raising for,mineral properties in North America, Africa, South America and Central Asia. Inlate 1995, together with David Jordan he formed Ddraig Mineral DevelopmentsLimited. On Completion, Tony will enter into a letter of appointment with theCompany, details of which are set out in the Admisssion Document. Melissa Sturgess MBA, B.Sc. (Proposed Non-Executive Director) Melissa Sturgess, aged 40, holds a Bachelor of Science degree and a Masters inBusiness Administration. After an early career with British Airways plc andlawyers, Mallesons Stephen Jaques, she formed her own consulting company in 1994to work in the corporate development and promotion of a range of publiccompanies, including Aquarius Platinum where she was responsible for attractinginstitutional shareholders. Melissa is currently executive chairman of DwykaDiamonds Limited and a non-executive director of both Churchill Mining PLC(listed on AIM) and Sylvania Resources Limited (listed on AIM and ASX). OnCompletion, Melissa will enter into a letter of appointment with the Company,details of which are set out in the Admission Document. 7. Principal terms of the Acquisition Pursuant to the Acquisition Agreement, the Company has agreed conditionally topurchase the entire issued share capital of Tanzania Gold from the Sellers for amaximum aggregate consideration of £4.5 million at the Placing Price, to besatisfied through the issue of the Acquisition Shares. On completion, the Sellers will receive, in aggregate, 9,000,000 New OrdinaryShares, representing approximately 37.46 per cent. of the Enlarged ShareCapital. Under the Acquisition Agreement, the Sellers, Clive Sinclair-Poulton and theCompany have given warranties and indemnities (subject to certain limitations)appropriate to a transaction of the size and nature of the Acquisition, relatingto the business and assets of Tanzania Gold. Further details of the warranties and indemnities are set out in the AdmissionDocument. The Acquisition Agreement is conditional, inter alia, on: 1. the passing of those of the Resolutions at the EGM necessary to approve the purchase of the shares in Tanzania Gold and to authorise the Company to issue the Acquisition Shares and Placing Shares; 2. the approval of the Rule 9 Waiver by the Panel; and 3. Admission. Further details of the Acquisition Agreement are set out in the AdmissionDocument. 8. Details of the Placing and use of proceeds Voss Net is proposing to issue up to 4,872,500 Placing Shares pursuant to thePlacing at the Placing Price to raise up to approximately £2.44 million beforeexpenses (approximately £1.97 million net of expenses). The net proceeds of the Placing will be used to conduct an extensive drillingand exploration programme in Tanzania followed by the analysis and disseminationof the results, with the balance used to provide the Enlarged Group withadditional funding for its ongoing working capital requirements. Further details of Anglo Tanzania Gold's planned work programme are contained inthe Independent Geologists' report in the Admission Document. The Enlarged Groupwill require further funding to bring any of its projects into production. The Placing Shares will represent approximately 20.28 per cent. of the EnlargedShare Capital, will be fully paid and will rank equally in all respects with theExisting Ordinary Shares. On Completion, the Directors and Proposed Directors will hold approximately18.82 per cent. in aggregate of the Enlarged Share Capital. The Company, the Directors, the Proposed Directors and David Jordan have enteredinto the Placing Agreement with Strand Partners. The Placing has not beenunderwritten. Strand Partners has conditionally agreed to use all reasonableendeavours to procure placees for all the Placing Shares at the Placing Price.The Placing is conditional, inter alia, upon Admission becoming effective on orbefore 29 September 2006, or such later time and date as the Company and StrandPartners may agree, but in any event not later than 31 October 2006 andcompletion of the Acquisition Agreement. 9. Capital Reorganisation In order to make the number of Ordinary Shares in issue more manageable and theshare price more attractive to potential investors, the Company proposes, bymeans of the Capital Reorganisation and subject to shareholder approval at theEGM, to effect a share consolidation to reduce the number of authorised andissued ordinary shares. New Ordinary Share certificates will be issued and dispatched by 12 October 2006and CREST holders will have their CREST accounts credited with their newholdings. On despatch of the new certificates any existing certificates willbecome valueless and can be destroyed. The effect of the Capital Reorganisation will be to consolidate every 20Existing Ordinary Shares into one New Ordinary Share. Following completion of the Capital Reorganisation and the increase in theCompany's authorised share capital, the authorised share capital of the Companywill be £10,000,000, consisting of 4,672,723,485 New Ordinary Shares, 7,959,196deferred shares of 4p and 339,581 deferred shares of 99p. 10. Change of company name To reflect the proposed changes to the Company, its management and operations asa result of the Acquisition, it is proposed that conditional on Completion, theCompany will change its name to Tanzania Gold plc. 11. The City Code on Takeover and Mergers The Acquisition and the issue of the Acquisition Shares to certain members ofthe Concert Party give rise to certain considerations under the City Code. Briefdetails of the Panel, the City Code and the protections they afford toShareholders are described below. The City Code is issued and administered by the Panel. The City Code applies toall takeovers and merger transactions, however effected, where the offereecompany is, inter alia, a listed or unlisted public company resident in the UKand to certain categories of private limited companies. Voss Net is such acompany and Shareholders are entitled to the protection afforded by the CityCode. Under Rule 9 of the City Code, when any person or group of persons acting inconcert individually or collectively are interested in shares which in aggregatecarry not less than 30 per cent. of the voting rights of a company but does nothold shares carrying more than 50 per cent. of the voting rights of a companyand such person or any person acting in concert with him acquires an interest inany other shares, which increases the percentage of the shares carrying votingrights in which he is interested, then that person or group of persons isnormally required by the Panel to make a general offer in cash to allshareholders of that company at the highest price paid by them for any interestin shares in that company during the previous 12 months. Under the City Code, a concert party arises where persons acting togetherpursuant to an agreement or understanding (whether formal or informal) activelyco-operate to obtain or consolidate control of that company or to frustrate thesuccessful outcome of an offer for the company. Control means the holding, oraggregate holdings, of interests in shares carrying 30 per cent. or more of thevoting rights of the company, irrespective of whether the holding or holdingsgive de facto control. In the context of the Acquisition, the Panel, which has been consulted by StrandPartners on behalf of the Company, considers that the Sellers, Zaika and FinscanInvestments are persons acting in concert for the purposes of the City Code inrelation to the Company. Zaika is an existing substantial shareholder in theCompany and is wholly owned by one of the Sellers. Finscan Investments is anexisting minority shareholder in the Company whose director is also a directorof two of the Sellers, being Hereford Group Limited and Zaika. Furtherinformation on the Concert Party is set out in the Admission Document. Following completion of the Proposals, the Concert Party will hold 11,637,401New Ordinary Shares representing approximately 48.44 per cent. of the votingrights attaching to the Enlarged Share Capital. The respective interests of themembers of the Concert Party in the Company following completion of theProposals are set out in the table below: Name and address Existing Number of Number of Percentage shareholding in Tanzania Gold Acquisition holding in the the Company shares Shares* Enlarged Share CapitalBorakConsultancyLimited ofChilderleyHall, DryDrayton,CambridgeshireCB3 8BB Nil 3,000,000 2,048,030 8.52 Hereford GroupLimited ofSuite B, Level15, CaseyBuilding, 38Lok Ku Road,Sheung Wan,Hong Kong See note 1,962,500 1,339,753 5.58 below** Tony Hopkinsof 21ARoumaniaCrescent,Llandudno,Conway LL301UP, Wales Nil 3,000,000 2,048,030 8.52 David Jordanof 111VictoriaDrive,LlandudnoJunction,Conway LL319BX, Wales Nil 3,000,000 2,048,030 8.52 MerrillProfitsLimited ofP.O. Box 957,OffshoreIncorporationsCentre, RoadTown, Tortola,British VirginIslands Nil 1,962,500 1,339,753 5.58 ResourceCatalystLimited ofChilderleyHall, DryDryton,CambridgeshireCB3 8BB Nil 258,400 176,404 0.73 Zaika Limitedof Omar HodgeBuilding,Level 2,Wickham's Cay1, Road Town,Tortola,British VirginIslands 48,748,032** Nil Nil 10.16 FinscanInvestments of80 BroadStreet,Monrovia,Liberia 4,000,000 Nil Nil 0.83 ---------- --------- ---------- ----------Totalshareholding 52,748,032 13,183,400 9,000,000 48.44 ========== ========= ========== ========== NOTES:* - reflects the effect of the Capital Reorganisation.** - Zaika is a wholly owned subsidiary of Hereford Group Limited. Accordingly,Hereford Group Limited is the beneficial owner of the 48,748,032 ExistingOrdinary Shares that are currently registered in the name of Zaika Limited. The Panel has agreed, subject to the approval of the Independent Shareholders atthe Extraordinary General Meeting, to waive the obligation for the Concert Partyto make a general offer to Shareholders under Rule 9 that would otherwise ariseupon Completion. Accordingly, Resolution 2 is being proposed at the EGM and willbe taken on a poll of the Independent Shareholders. Following Completion, the Company intends to migrate for tax purposes to theRepublic of Ireland and accordingly its place of central management and controlwill also be transferred from the UK to the Republic of Ireland. Further toconsultation with the Panel, if such migration takes place, the Company would nolonger be subject to the provisions of, and benefit from, the shareholderprotections afforded by, the City Code. In such circumstances third partieswould no longer be obliged to comply, and the Company would not be able tocompel them to comply, with the City Code. Further to consultation with The Irish Takeover Panel, the Directors andProposed Directors consider that if migration to the Republic of Ireland doestake place, the Company will thereafter become subject to the Takeover Rules ofThe Irish Takeover Panel (the "Irish Takeover Rules"). The Irish Takeover Rulesare broadly similar to the City Code and although there are differences in thedetailed provisions, shareholders of the Company would be afforded a similarlevel of protection. For further details on the Irish Takeover Rules and theirapplication please consult The Irish Takeover Panel's website atwww.irishtakeoverpanel.ie or contact The Irish Takeover Panel at telephonenumber +353 (0)1 678 9020; fax number +353 (0)1 678 9289. 12. Lock-in and orderly market arrangements On Completion, the Sellers, Zaika and Finscan Investments will be interested inapproximately 48.44 per cent. of the Enlarged Share Capital. In addition to therestrictions on disposals given by the Sellers pursuant to the AcquisitionAgreement, Denis Chambers, the Sellers, Zaika and Finscan Investments haveundertaken to the Company and Strand Partners that, except in certain limitedcircumstances, they will not dispose of any interest in the New Ordinary Sharesheld by them for the longer of twelve months from the date of Admission andpublication of the Enlarged Group's first drilling results, and, for thefollowing twelve months, that they will only dispose of their holdings with theprior written consent of the Company's broker from time to time (such consentnot to be unreasonably withheld). In aggregate, 11,887,401 New Ordinary Shares representing 49.48 per cent. of theEnlarged Share Capital will be subject to the lock-in and orderly marketagreements referred to above. Further details of the lock-in and orderly marketagreements are set out in the Admission Document. 13. Extraordinary general meeting In order to give effect to the Acquisition and to approve the other elements ofthe Proposals, an extraordinary general meeting of the Company is being convenedfor 11.00 a.m. on 27 September 2006. 14. Irrevocable undertakings The Company has received irrevocable undertakings from the Directors and certainsignificant Shareholders to vote in favour of the Acquisition, the Rule 9 Waiverand the other resolutions to be proposed at the EGM in respect of, in aggregate,57,748,032 Existing Ordinary Shares representing approximately 29.01 per cent.of the Company's existing issued share capital. Further details of theseirrevocable undertakings are set out in the Company's Admission Documentpublished today. 15. Admission Document The Admission Document setting out details of the Proposals and including anotice of the EGM, accompanied by the form of proxy, will be posted toShareholders today. Copies of the admission document will be available to thepublic free of charge from today at the offices of Strand Partners Limited at 26Mount Row, London SW1 3SQ and at Joelson Wilson & Co at 30 Portland Place,London W1B 1LZ during normal business hours on any weekday (other than Saturdaysand public holidays), until one month following the date of admission. 16. Expected timetable of principal events Publication of the Admission Document 4 September 2006 Latest time and date for receipt of forms of proxy 11 a.m. on 25 September 2006 Payment to be received from Placees (other than through CREST) 12 p.m. on 25pursuant to the Placing in cleared funds September 2006 Extraordinary General Meeting 11 a.m. on 27 September 2006 Record date for the Capital Reorganisation 5 p.m. on 28 September 2006 Admission effective and dealings in the Enlarged Share Capital 29 Septemberexpected to commence on AIM 2006 Completion of the Acquisition 29 September 2006 CREST accounts to be credited with New Ordinary Shares, 29 SeptemberAcquisition Shares and Placing Shares (where applicable) 2006 Definitive share certificates for the New Ordinary shares, 12 October 2006Acquisition Shares and Placing Shares (where applicable) to bedespatched by Enquiries: Voss Net PlcGerard Nealon, Executive Chairman Tel: (020) 7929 4391 Tanzania Gold LimitedClive Sinclair-Poulton, Director Mob: (07768) 612 912 Strand Partners LimitedJames Harris Tel: (020) 7409 3494Matthew Chandler St Swithins PR LimitedGary Middleton Tel: (020) 7929 4391 The Placing is not being made, directly or indirectly, in or into the UnitedStates, Canada, Australia, Republic of South Africa or Japan or any otherjurisdiction in which such Placing or solicitation is unlawful. Accordingly,this announcement is not being and should not be released or otherwisedistributed or sent in, into or from the United States, Canada, Australia,Republic of South Africa or Japan, or any other jurisdiction where to do sowould be in breach of any applicable law and/or regulation. The New OrdinaryShares to be allotted pursuant to the Acquisition and the Placing have not beenand will not be registered under the Securities Act of 1933, as amended, orunder the relevant securities laws of any state or other jurisdiction of theUnited States, Canada, Australia, Republic of South Africa or Japan.Accordingly, the New Ordinary Shares to be allotted pursuant to the Acquisitionand the Placing may not (unless an exemption under the Securities Act of 1933,as amended, or other relevant securities laws is available) be offered, sold,re-sold or delivered, directly or indirectly, in, into or from the UnitedStates, Canada, Australia, Republic of South Africa, Japan or any otherjurisdiction where this would constitute a violation of the relevant laws of, orrequire registration thereof in, such a jurisdiction or to, or for the accountor benefit of, any US persons or a person in, or resident of Canada, Australia,Republic of South Africa or Japan. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition, Placing and proposedadmission of the Enlarged Share Capital to trading on AIM. Its responsibilitiesas the Company's nominated adviser and broker under the AIM Rules are owedsolely to the London Stock Exchange and are not owed to the Company or to anyDirector or Proposed Director or to any other person in respect of his decisionto acquire shares in the Company in reliance on any part of this announcement.Strand Partners Limited is not acting for anyone else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to its clients or for providing advice in relation to the contents ofthis announcement or the Acquisition, the Placing or the proposed admission ofthe Enlarged Share Capital to trading on AIM. No representation or warranty,express or implied, is made by Strand Partners Limited as to the contents ofthis announcement, without limiting the statutory rights of any person to whomthis announcement is issued. The information contained in this announcement isnot intended to inform or be relied upon by any subsequent purchasers of NewOrdinary Shares (whether on or off exchange) and accordingly no duty of care isaccepted in relation to them. Definitions The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Acquisition" the proposed acquisition by the Company of the entire issued share capital of Tanzania Gold pursuant to the Acquisition Agreement; "Acquisition the conditional agreement between the Company (1), the SellersAgreement" (2) and Clive Sinclair-Poulton (3) relating to the Acquisition, further details of which are set out in the Admission Document; "Acquisition the 9,000,000 new ordinary shares of 0.2p each in the capitalShares" of the Company to be issued following the Capital Reorganisation to the Sellers pursuant to the Acquisition Agreement upon completion of the Acquisition; "Admission" the effective admission of the Enlarged Share Capital to trading on AIM in accordance with Rule 6 of the AIM Rules; "Admission the document posted to Shareholders today;Document" "AIM" the market known as AIM operated by the London Stock Exchange; "AIM Rules" the rules applicable to companies whose securities are traded on AIM and their advisers, as published by the London Stock Exchange from time to time; "AngloGold AngloGold Ashanti Limited, a company incorporated in theAshanti" Republic of South Africa with registration number 1944/017354/ 06, whose registered office is at 11 Diagonal Street, Johannesburg 2001, South Africa; "Anglo Tanzania Anglo Tanzania Gold Limited (a wholly owned English operatingGold" subsidiary of Tanzania Gold), a company incorporated in England and Wales with registered number 5291439, whose registered office is at Childerley Hall, Dry Drayton, Cambridgeshire CB3 8BB; "Ashanti Ashanti Exploration Tanzania Limited (a wholly owned subsidiaryExploration of AngloGold Ashanti), a company incorporated in the RepublicTanzania" of Tanzania with registered number 39821 whose registered office is at Plot 129, Block W, Capri Point, Mwanza, Tanzania; "Board" the directors of the Company from time to time; "CA 1985" or the Companies Act 1985, as amended;"Act" "Capital the proposed 1 for 20 share consolidation, details of which areReorganisation" set out in the Admission Document; "City Code" the City Code on Takeovers and Mergers; "Company" or Voss Net plc, a company incorporated in England and Wales with"Voss Net" registered number 2918391 whose registered office is at Finsgate, 5-7 Cranwood Street, London EC1V 9EE; "Company the company voluntary agreement entered into on 24 NovemberVoluntary 2003, further to a meeting of creditors and members andAgreement" or completed on 4 November 2005, further details of which are set"CVA" out in the Admission Document; "Completion" completion of the Proposals; "Concert Party" Zaika Limited, Finscan Investments Limited, Borak Consultancy Limited, Tony Hopkins, David Jordan, Hereford Group Limited, Merrill Profits Limited and Resource Catalyst Limited; "CREST" the system for paperless settlement of trades and the holding of uncertificated shares administered by CRESTCo Limited; "Directors" the directors of the Company at the date of this announcement; "Enlarged Group" the Company as enlarged by the Acquisition; "Enlarged Share the issued ordinary share capital of the Company followingCapital" Completion comprising the Existing Ordinary Shares (as reorganised into 9,951,845 new ordinary shares of 0.2p each), the Acquisition Shares, the Placing Shares and the Strand Shares; "Existing the 199,036,900 Ordinary Shares in issue at the date of thisOrdinary Shares" announcement; "Extraordinary the extraordinary general meeting of the Company, notice ofGeneral Meeting" which is set out at the end of the Admission Document;or "EGM" "Finscan Finscan Investments Limited, a company incorporated in LiberiaInvestments" whose registered office is at 80 Broad Street, Monrovia, Liberia; "FSA" the Financial Services Authority of the United Kingdom; "Group" the Company and any subsidiary of the Company; "Independent B.J. Varndell and A.J. Maynard of Al Maynard & Associates, whoGeologists" jointly wrote the report on the mineral exploration assets of Anglo Tanzania Gold, as set out in the Admission Document; "Independent Shareholders other than the Sellers, Zaika and FinscanShareholders" Investments; "Inland Revenue" HM Revenue and Customs;or "HMRC" "Ireland" the Republic of Ireland; "Joint Venture" the joint venture between Ashanti Exploration Tanzania and Anglo Tanzania Gold, as documented by the Joint Venture Agreement; "Joint Venture the joint venture agreement entered into on 10 May 2005 betweenAgreement" Ashanti Exploration Tanzania and Anglo Tanzania Gold as amended by an addendum thereto executed on 29 August 2006; "London Stock London Stock Exchange plc;Exchange" "Mafulira Mafulira Village Mining Company Limited, a company incorporatedVillage Mining in the Republic of Tanzania with registered number 39396 whoseCompany" registered office is at P.O. Box 80, Songe, Kilindi, Tanga, Tanzania; "Mineral any concentrates, precipitates, cathodes, leach solutions orSubstances" any other primary, intermediate or final product or any other ores, metals, minerals, mineral products and materials of every nature and sort produced from the prospecting area; "Net Smelter the amount of revenues received from the sale of MineralReturn" Substances, less (to the extent paid or incurred) certain costs including the costs of transportation between the mine-smelter and the refiner, the costs of assaying, sampling, smelting and refining including losses and penalties for impurities, taxes (other than income taxes) imposed in connection with transporting and selling such products, marketing costs, commercialisation commissions and insurance costs associates with transportation; "New Ordinary the proposed new ordinary shares of 0.2p each in the capital ofShares" the Company created pursuant to the Capital Reorganisation; "Official List" the Official List of the UKLA; "Ordinary ordinary shares of 0.01p nominal value each in the capital ofShares" the Company in issue prior to the Capital Reorganisation; "Panel" the Panel on Takeovers and Mergers; "Placees" subscribers for Placing Shares; "Placing" the proposed placing of the Placing Shares by Strand Partners at the Placing Price pursuant to the Placing Agreement; "Placing the conditional agreement dated 4 September 2006 between theAgreement" Company (1), the Directors (2), and the Proposed Directors (3), David Jordan (4), and Strand Partners (5), further details of which are set out in the Admission Document; "Placing Price" 50p per New Ordinary Share; "Placing Shares" the 4,872,500 new ordinary shares of 0.2p each in the capital of the Company proposed to be issued immediately following the Capital Reorganisation pursuant to the Placing; "Proposals" together, the Rule 9 Waiver, the Acquisition, the appointment of the Proposed Directors, the Placing, the Capital Reorganisation, the change of name and Admission, the authorisation relating to the allotment of shares and the amendment to the Company's Articles of Associations, each as described in the Admission Document; "Proposed Clive Sinclair-Poulton, Mark Burchnall, Tony Hopkins andDirectors" Melissa Sturgess; "Resolutions" the resolutions to be proposed at the EGM, as set out in the notice of EGM in the Admission Document and reference to a Resolution is to the relevant resolution set out in the notice of EGM; "Rule 9" Rule 9 of the City Code; "Rule 9 Waiver" the waiver of Rule 9 which has been granted by the Panel, conditional upon the approval of Independent Shareholders on a poll of the Waiver Resolution at the EGM; "Sellers" Borak Consultancy Limited, Hereford Group Limited, Tony Hopkins, David Jordan, Merrill Profits Limited and Resource Catalyst Limited, details of whom are set out in the Admission Document; "Shareholders" holders of Ordinary Shares; "Strand Strand Partners Limited, the Company's nominated adviser andPartners" broker; "Strand Partners Strand Partners Securities Limited (a wholly owned subsidiarySecurities of Strand Partners), a company incorporated in England andLimited" Wales with registered number 3673995, whose registered office is at 26 Mount Row, London WIK 3SQ; "Strand Shares" 200,000 New Ordinary Shares to be issued to Strand Partners on Admission as part of its fees for acting as nominated adviser to the Company as is more fully described in the Admission Document; "Strand Warrant" the warrant certificate dated 4 September 2006 in favour of Strand Partners Securities Limited for the right to subscribe for New Ordinary Shares as described in the Admission Document; "subsidiary" or have the meanings given to them by CA 1985;"subsidiaryundertaking" "Tanzania" the United Republic of Tanzania and Zanzibar; "Tanzania Gold" Tanzania Gold Limited, a company incorporated in the Republic of Ireland with registered number 396344, whose registered office is at 38 Popes Quay, Cork, Ireland; "Tanzania Gold ordinary shares of £0.001 each in the capital of Tanzania Gold;Shares" "UK" or "United the United Kingdom of Great Britain and Northern Ireland;Kingdom" "UKLA" the FSA, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act, as amended; "uncertificated" recorded on the relevant register of the share or securityor "in concerned as being held in uncertificated form in CREST anduncertificated title to which may be transferred by means of CREST;form" "US" or "United the United States of America, its territories and possessions,States" any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction; "US person" a citizen or permanent resident of the United States, as defined in Regulation S promulgated under the Securities Act 1933; "US$" or "USD" United States dollars, being the lawful currency for the time being of the United States of America; "Waiver resolution 2 in the notice of EGM set out in the AdmissionResolution" Document; and "Zaika" Zaika Limited, a company incorporated in the British Virgin Islands with IBC number 560384 whose registered office is at Omar Hodge Building, 2nd Floor, Wickham's Cay 1, Road Town, Tortola, British Virgin Islands. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bezant Res