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Schedule 1 - Falkland Gold an

14th Aug 2008 16:49

RNS Number : 3824B
AIM
14 August 2008
 



  

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:

Falkland Gold and Minerals Limited

(to be changed to BPC Limited, following approval of shareholders at General Meeting)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

The address of the registered office is 

56 John

Street, Stanley,

Falkland Islands

The principal place of business following Admission will be

c/o Gomez Corporate Management, 

28 Cumberland Street

NassauBahamas

COUNTRY OF INCORPORATION:

Falkland Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.fgml.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY) IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Falkland Gold and Minerals Limited ("FGML" or the Company") is currently admitted to trading on AIM. Following the cessation of exploration activities in the Falkland Islands the Company currently has approximately £3.6m cash.

Admission to trading on AIM is sought for the enlarged share capital of the Company following the reverse takeover of BPC Limited ("BPC"). The Company has conditionally made, a recommended offer for the entire issued share capital of BPC, a company which was established to hold and develop, through subsidiaries, oil and gas interests in the Bahamas.

BPC was incorporated in Jersey on 9 August 2007 as a holding company. It has invested in an offshore oil exploration programme covering approximately 15,676 km2 (3.874 million acres) in the territorial waters and maritime Exclusive Economic Zone of the Bahamas. The Company was founded by Alan Burns, Michael Proffitt and Mark Savage and holds an indirect 100 per cent. interest in five exploration licences granted by the government of the Commonwealth of the Bahamas.

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):

789,639,838 Ordinary Shares of 0.002p. Issue price 0.04p. No shares held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLEAND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission. 

Anticipated Market Capitalisation c. £31.5 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

76.55%

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:

N/A

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):

Current directors

Richard John Linnell (Executive Chairman, aged 64)

Mark Gerlad Fresson (Executive Finance Director, aged 43)

David Leslie Hudd (Non-Executive Deputy Chairman, aged 63)

Peter Bojtos (Non-Executive Director, aged 59)

Dr Robert Maurice Weinberg (Non-Executive Director, aged 60)

Proposed directors

Alan Robert Burns (Proposed Chairman and Chief Executive Officer, aged 67)

Dr Paul Daniel Crevello (Proposed Chief Operating Officer, aged 56)

Timothy (Tim) Stephen Jones (Proposed Non-Executive Director, aged 59)

Mark Stuart Savage (Proposed Non-Executive Director, aged 50)

Michael (Mike) Joseph Proffitt (Proposed Non-Executive Director, aged 57)

Robert (Bob) Anthony Carroll (Proposed Non-Executive Director, aged 64)

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):

Percentage of Enlarged Share Capital

Before Admission)

RAB Special Situations (Master) Fund Ltd. - managed by UK AIM listed RAB Capital plc.

77.18%

Percentage of Enlarged Share Capital

 following Admission(1)

Credit Suisse Client Nominees 

(UK) Limited(2)

55.524%

Edgewater Estates Limited

6.927%

Mark Stuart Savage 

6.751%

Burns Family Investments WA Pty Ltd as trustee for the Burns

Superannuation Fund (3)

5.676%

Dr Paul Daniel Crevello

4.183%

Bayview Investments LLC

4.179%

Pershing Keen Nominees Limited- Account KSCLT

3.229%

Notes:

(1) assuming full acceptance of the Offer

(2) as nominee for RAB

(3) these Shares will be held by Burns Family Investments WA Pty Ltd as trustee for the Burns Superannuation Fund for the

benefit of Alan Robert Burns

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)

31 December

(ii)

FGML - 31 March 2008

BPC - 31 December 2007

(iii)

Interims to 30 June 2008, published by September 2008

Annual Accounts to 31 December 2008, published by 30 June 2009

Interims to 30 June 2009, published by 30 September 2009

EXPECTED ADMISSION DATE:

2 September 2008

NAME AND ADDRESS OF NOMINATED ADVISER:

Ambrian Partners Limited

Old Change House

128 Queen Victoria Street

London EC4V 4BJ

NAME AND ADDRESS OF BROKER:

Fox-Davies Capital Limited

Whitefriars House

6 Carmelite Street

London EC4Y 0BS

OTHER THAN IN THE CASE OF A QUOTED APPLICANTDETAILS 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:

Ambrian Partners Limited

Old Change House

128 Queen Victoria Street

London EC4V 4BJ 

www.fgml.co.uk

DATE OF NOTIFICATION:

14 August 2008

NEW/ UPDATE:

NEW

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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