RNS Number:8994I
Finelot PLC
19 March 2003
Finelot Plc ("Finelot" or the "Company")
Proposed acquisition of Blackwatch Resources Limited
Proposed Placing and Open Offer of 124,559,285 New Ordinary Shares
of 0.1p each at 1p per share
Change of name to Caledon Resources PLC
Admission to trading on the Alternative Investment Market
Approval of waiver of obligations under Rule 9 of the City Code
Proposed capital reorganisation
Sale of "FINE"
Introduction
The Company announced on 31 January 2003 the unaudited preliminary results for
the year ended 31 July 2002 which notified Shareholders of the proposed change
of business to a mining investment company and the proposed acquisition of
Blackwatch Resources. In order to provide working capital for the Company, the
Company today announces a proposed Placing and Open Offer to raise approximately
#1.25 million, before expenses, and a proposed Capital Reorganisation, whereby
each existing issued ordinary share of 10p will be subdivided and converted into
one ordinary share of 0.1p and ninety nine deferred shares of 0.1p. The Placing
and Open Offer is on the basis of 1p per New Ordinary Share and has been fully
underwritten by Williams de Broe. The Board also announces a proposed change of
name for the Company and the sale of its interest in the lifestyle magazine
"FINE".
As at 31 January 2003, the Company had cash in excess of its liabilities of some
#88,000. The Directors of the Company believe that without the Placing and Open
Offer and the associated Capital Reorganisation, the Company will have
insufficient working capital to continue trading.
An Extraordinary General Meeting is being convened for 10.30am on 11 April 2003.
At the EGM, Shareholders will be asked to grant the appropriate authorities
required to effect the Placing and Open Offer and to approve the Capital
Reorganisation, the Acquisition, the change of the Company's name to Caledon
Resources PLC and, by voting on a poll, the Waiver referred to below. At the
EGM, Shareholders will also be asked to approve an additional resolution giving
the Directors authority to allot up to a further #150,000 in nominal amount of
New Ordinary Shares without recourse to members and also to consider the fact
that the net assets of the Company are less than half of its called-up share
capital.
Application will be made for admission of the New Ordinary Shares to be issued
in connection with the Placing and Open Offer and the Acquisition and for the
readmission of the New Ordinary Shares the subject of the Capital
Reorganisation, to trading on AIM. It is expected that Admission will become
effective and that dealing in the New Ordinary Shares will commence at 8.00am on
14 April 2003. The Deferred Shares arising as a result of the Capital
Reorganisation will not be quoted on any recognised investment exchange.
Information on Finelot
Finelot was admitted to trading on AIM on 7 December 2000 with the strategy of
establishing the Company as an aspirational, high lifestyle brand, targeting art
and antique dealers, collectors and high net worth individuals. At the time of
the admission, the principal businesses of the Group were an art and antiques
internet site and an art gallery on St. James's Street, London. Additionally,
the Group owned a lifestyle magazine called "FINE", published in the United
States.
Since admission the internet has not provided the Company with a commercially
viable medium for the sale of art and antiques and the global economic turndown
has greatly affected the sale of art at the Company's gallery. As a result both
businesses were incurring substantial losses and have now been closed.
Audited accounts for the year ended 31 July 2002
The audited accounts of Finelot for the year ended 31 July 2002 were published
today.
Turnover in the period was #175,000 (2001: #69,000 (restated)) and the loss
before tax was #448,000 (2001: #2.4 million (as restated)). The Group is
reporting a basic loss per ordinary share of 1.80p, compared to a loss of 11.96p
for the same period in 2001 (as restated). No dividend has been declared for the
period.
The results above reflect a prior year adjustment of #966,000 for the year ended
31 July 2001 which is explained in the audited results for the year ended 31
July 2002, to be sent to Shareholders later today.
In forming their view that the Group's accounts for the year ended 31 July 2002
should be prepared on a going concern basis, the Directors have assumed that the
proceeds of the Placing and Open Offer will enable the Group to continue to
operate on a going concern basis. The going concern basis would not be valid if
Shareholder approval of the Placing and Open Offer and the associated proposals
is not obtained. Finelot's auditors drew attention in their audit report to the
assumptions regarding going concern.
Sale of "FINE"
"FINE" completed two issues and a third issue was completed but not printed as
the expected advertising revenues would not have exceeded the anticipated
printing costs. Despite initial expectations of sufficient advertising revenues
to generate positive cash flow by the fourth issue, the US advertising market
has been severely affected by the events of September 11 2001 and the general
economic slowdown in the United States. As a result, the Directors believe that
the magazine was not commercially viable in the medium term and on 31 January
2003, the Company's interest was sold to Pure Imaging Inc., a company in which
John Smiroldo, a former director of Finelot, has a significant interest. The
consideration for the sale is US$58,000 and an indemnity to the Company for any
liabilities incurred by Pure Imaging Inc. on its behalf in respect of "FINE".
The cash consideration was due to be received in 11 equal monthly installments,
commencing on 31 January 2003, with a final installment due on 31 December 2003
and will be used for general working capital purposes. However, at the date of
this document, no installments have been received by the Company. At the date of
sale the magazine had made no profits and, in the audited results for the year
to 31 July 2002, had been written down to nil in the Company's balance sheet.
The effect of the sale on the Company is that if the proposals set out below are
not approved, the Company will have no business interests.
The Directors consider, having consulted with Williams de Broe, that the terms
of the transaction with Pure Imaging Inc. relating to "FINE" are fair and
reasonable insofar as the Company's Shareholders are concerned.
Current trading and prospects of the Group
Since the year end, costs have continued to be incurred whilst no income has
been generated from business activities. The Company continues to make losses in
its current form and, as such, the Directors believe that without the proposed
Placing and Open Offer, the Company will not have sufficient funds to continue
trading. The Directors believe that that Group's prospects are dependent on the
Resolutions to be proposed at the EGM being approved by Shareholders.
Reasons for the change of business
Technology companies, and particularly internet related businesses, have
suffered greatly in the equity markets over the last two years and the Directors
believe that there is little evidence to suggest that things will improve in
this sphere of activity in the immediate future. Since admission, the Company
has not been able to generate positive cash flow from its business activities
and, as a result, has elected to close or dispose of all its businesses in an
attempt to preserve working capital. In contrast to the business areas in which
the Company was operating, the mining business and gold mining in particular,
businesses in which the Company's Chairman and Proposed Directors have
significant experience, have experienced a turnaround in fortunes over the same
period. The Directors believe that the mining industry is experiencing a new
growth cycle and propose that Finelot take advantage of this.
The Directors believe that weakness in the US Dollar and other currencies has
created increased investment demand for gold, as have traditional factors
affecting the price of gold such as supply and demand, geo-political factors,
falling equity markets, the US current account deficit and reduced producer
hedging. The rising price of gold has created a more favourable outlook for gold
mining companies. The gold price outlook has improved with gold increasing in
price by 31 per cent. in the year from 31 January 2002 to 31 January 2003
(Source: Datastream).
The experience of the Company's Chairman and the Proposed Directors in the gold
mining business, their range of contacts and access to mining opportunities of
merit, have been considered by the Board in making the proposal that Finelot
raise approximately #1.25 million, before expenses, in order to commence a
programme of investment in favourable opportunities in the general mining and
gold mining sectors. It is the intention of the Board to invest in a limited
number of gold mining companies or assets that it anticipates will offer high
rates of return. The Company presently has no full-time employees other than a
financial controller who will continue in this capacity following the proposed
changes to the Company. As a part of the Company's change of direction it is
proposed to change the Company name to Caledon Resources PLC.
Investment strategy and criteria
The Company will invest in both publicly quoted and private mining companies, or
projects, with a particular emphasis on gold, with a view to achieving capital
gains on its investments. The Board will also consider acquiring attractive
mining projects in consideration, or part consideration, for the issue of shares
in the Company. The Board intends that Finelot will invest in companies that
have good exploration and/or development targets with a focus on companies that
have a potential mineral resource. Geographically, the Board anticipates that
the Company's investments could be anywhere in the world. The Board expects
investments to be realised by appropriate exit strategies, either through a
flotation, sale or a merger. The Board expects that Finelot would in all cases
take an active role in assisting any investee company, whether at board level or
on a technical and financial advisory perspective. Given the capital available
to the Company at this stage in its development, the Company has a limited
capability to make multiple investments.
Acquisition of Blackwatch Resources Limited
The Directors believe that the recent changes in China's mining laws have opened
up investment opportunities for foreign companies in exploration and mining.
Accordingly, the Company has agreed, subject to Shareholder approval, to acquire
Blackwatch Resources, a company incorporated in the British Virgin Islands,
which is involved in the exploration of various mining targets in China and the
rest of south-east Asia. Blackwatch Resources is owned by Paul Ingram and George
Salamis, both Proposed Directors of Finelot, and also by Bruce Harris. The
Company proposes to acquire all of the issued share capital of Blackwatch
Resources in consideration for the issue of 31,250,000 New Ordinary Shares. The
acquisition is conditional upon, inter alia, the Resolutions being passed at the
EGM and Admission.
Background
The vendors of Blackwatch Resources, Paul Ingram, George Salamis and Bruce
Harris (together the "Blackwatch Vendors"), have been involved with the
exploration of various targets throughout south-east Asia over the past 15
years, including the evaluation and screening of over 200 gold occurrences in
the region. From this work, gold targets have been identified in the Guangxi
province located in south-east China.
In the last 20 years a large amount of exploration and research has taken place
in relation to sedimentary and carbonate rock hosted deposits of gold
("Carlin-style" gold deposits) in China. The Directors believe that it is
presently estimated that there are more than 20 million ounces of gold reserves
in Carlin-style gold deposits in China. To date, the Blackwatch Vendors have
conducted evaluation reconnaissance in and around known surface occurrences of
gold and the target areas identified by the Blackwatch Vendors contain known
Carlin-style deposits. The Blackwatch Vendors believe that no modern exploration
techniques or geological models have yet been applied in looking for and
extracting gold in the target areas in question. It is intended that such modern
exploration methods will form the basis of future field campaigns. The
Blackwatch Vendors have recommended an exploration programme that will include
further reconnaissance along with mapping, sampling and drilling. The budget of
this phase one programme has been estimated at US$1.1m.
Bruce Harris has entered into a memorandum of understanding ("MOU") with the
China National Gold Guangxi Corporation ("CNGGC"). Under the terms of the MOU,
which is not legally binding, it was agreed that Bruce Harris and CNGGC would
enter into a joint venture to explore for, and develop gold mines in the Guangxi
province in order to locate targets for later detailed exploration and
development of gold projects. Under the terms of the MOU, it is envisaged that
Blackwatch Resources will invest US$1.2 million to earn an initial 50 per cent.
interest in the joint venture. Blackwatch Resources can increase this interest
to 75 per cent. by funding a successful bankable feasibility study. CNGGC will
be entitled to the remaining 25 per cent. The terms of the MOU provide that
CNGGC shall be entitled to a 25 per cent. share of profits of any mining
operation in return for providing to the joint venture company the opportunity
to explore for gold and other mineral deposits and for assisting with approvals
from government departments.
As part of the Acquisition, Bruce Harris, Paul Ingram and George Salamis have
agreed to transfer the rights to any intellectual property, information, records
and the benefit of all rights and claims that they may have in relation to the
acquisition of exploration and mining rights and/or the exploitation thereof in,
inter alia, China to Blackwatch Resources. The benefit of the MOU is included
within the package of rights to be transferred to Finelot.
Blackwatch Resources is a company established to acquire all of the assets owned
by the Blackwatch Vendors relating to the exploration and mining rights and the
exploitation thereof, in China, Malaysia, Thailand and Laos. Blackwatch
Resources was incorporated on 24 September 2002 and has not traded. The address
of the Blackwatch Resources registered office is Beaufort House, P.O. Box 438,
Road Town, Tortola, British Virgin Islands and Blackwatch Resources is
registered with company number 514822. Blackwatch Resources has in issue 100
shares of US$1 each.
Other areas of south-east Asia
The Blackwatch Vendors have considerable experience in other areas of south-east
Asia, in particular Malaysia, Thailand and Laos. As part of the Acquisition,
Finelot will obtain an extensive Asian database and intellectual property, as
well as advanced exploration targets in the aforementioned countries. However,
it is the Company's present intention that further exploration in these
countries will only be undertaken once the Chinese opportunities are exhausted.
Loan to Blackwatch
Under the Acquisition Agreement Finelot advanced US$25,000, to Blackwatch
Resources. Such sum is repayable on demand. Subsequently, a further US$20,000
has been advanced to Blackwatch Resources under the same terms.
Blackwatch Vendors
Following the approval by Shareholders of the Resolutions to be proposed at the
EGM, Paul Ingram and George Salamis will become executive directors of the
Company. Bruce Harris will become an executive director of Blackwatch Resources.
Board structure and senior management
John Smiroldo resigned on 31 January 2003 as a director of the Company and John
Bly resigned as a director and chairman of the Board on 18 March 2003. Following
Admission, the Board will comprise six directors as follows:
Directors
Stephen R. Dattels, aged 55, (Executive Chairman and Managing Director) is a
seasoned senior mining executive with offices in London and Toronto. He was an
executive director involved in Barrick Gold Corporation's ("Barrick") formative
years from 1982 to 1987. During his employment with Barrick in the mid-1980's,
he was Executive Vice President, Corporate Finance and a director of the
company. He played a key role in the equity and debt financings of Barrick in
the early 1980s which saw it grow from a capital base of US$10 million to a
market capitalisation of US$2 billion when he left in early 1987. Since 1987,
Mr. Dattels has financed a number of mining ventures, most notably International
Gold Resources Corporation, which he brought from inception through to its sale
in 1996 to Ashanti Goldfields Company, valued at the time of sale at
approximately C$130 million. He has also financed a number of junior exploration
companies actively involved in exploration in Indonesia and Mongolia. In March
2002, Mr. Dattels participated in arranging the financing of the acquisition of
two U.S. mines producing 200,000 ozs. of gold per annum by International Pursuit
Corporation, now called Apollo Gold Corporation, a Toronto stock exchange listed
company in which Mr. Dattels served as Chairman. In 2002, Mr. Dattels was
involved in financings in Royal Standard Minerals Inc., Guyana Goldfields Inc.
and European Minerals Corporation (a company in which he is Co-Chairman).
Mr. Dattels has a law degree from Western Ontario University.
Robert J. Alford, aged 52, (Non-executive Director), is currently a director of
a number of Guernsey and Bermuda based insurance companies. Mr Alford previously
spent over 20 years with Nelson Hurst Group PLC where he was latterly Joint
Managing Director. He is a member of Lloyds.
Cathy B. Horton, aged 41, (Non-executive Director), is an international mergers
and acquisitions lawyer specialising in cross-border transactions.
George G. Salamis, aged 36, (proposed executive Director), has over 15 years
experience in the mining industry. His particular expertise is in identifying
and evaluating mining investment opportunities where he has a track record of
adding value to mining assets. His career has involved management of field
exploration and feasibility programmes, business development mandates, financing
initiatives and promotional and investor relations mandates. Mr Salamis is
currently vice-president and a board member of Riddarhyttan Resources AB,
advising on exploration and feasibility studies conducted on Riddarhyttan's
multi-million ounce gold project. He has also had responsibility for several
financing mandates, involving North American, European and Asian institutions,
helping to secure over US$15 million in equity financing for the company. Mr
Salamis was previously a senior geologist at Placer Dome Exploration and Cameco
Gold.
Paul A. Ingram, aged 50, (proposed executive Director), has been based in South
East Asia for the last fifteen years where he has managed several major mineral
exploration programmes for Menzies Gold Ltd., a company he joined in 1985 and
where he has been managing director since 1989. Mr Ingram manages all operations
from project assessment to corporate acquisitions and financing and he has
conducted project assessments in numerous countries including Australia, Mexico,
Greece, Thailand, Laos, China, Malaysia and Myanmar. His work typically involves
the design and implementation of innovative techniques for exploration in remote
areas. In the early 1980's Mr Ingram was a geological consultant for EMS Pty Ltd
where he advised clients throughout Australia on gold and base metal projects,
eventually leading to the establishment of Menzies Gold Ltd.
He is a member of the Australian Institute of Mining and Metallurgical Society
and a Member of the Mining Industry Consultants Association.
Graham E. Mascall, aged 56, (proposed Non-executive Director), has over 35 years
of commercial, financial and transaction experience in mergers and acquisitions
work, business development and project management in mining and mining finance.
Over the course of his career he has worked as an executive for a number of
mining and mine finance companies, including Billiton plc where, in 2000, as
Chief Executive for Mergers and Acquisition, Base Metals and New Business, he
lead the US$2.1 billion acquisition of Rio Algom Limited. He has also worked for
BHP Billiton plc, Deutsche Morgan Grenfell, Outokumpu Metals and Resources and
Barclays Bank.
Senior Management
Manish Kotecha, aged 32, is Finelot's Financial Controller. Previously he worked
in the City for a global insurance group helping to develop and implement the
company management information systems. He has also previously performed a
financial role with an AIM quoted insurance company.
Capital reorganisation
Under the Act the Company is not permitted to issue new shares at a price below
their nominal value. Finelot's Ordinary Shares have a nominal value of 10p per
share. In order for the Placing and Open Offer to proceed, the Company therefore
proposes, subject to Shareholders' approval, to amend its Articles of
Association and to re-organise its share capital as follows:
(a) Each issued Ordinary Share of 10p will be sub-divided and converted into:
* 1 New Ordinary Share of 0.1p each; and
* 99 Deferred Shares of 0.1p each.
The New Ordinary Shares will, subject to their having a par value of
0.1p, carry identical rights, on a share for share basis, to the
Ordinary Shares that they are replacing, i.e. each New Ordinary Share of
0.1p will carry the same rights as one existing Ordinary Share of 10p,
save to the extent that they have a par value of 0.1p. Shareholders
holding their existing shares in certificated form will be sent new
share certificates following completion of the Capital Reorganisation
and Placing and Open Offer.
The restrictions attaching to the Deferred Shares, which will not be
listed, will render them effectively valueless. The Deferred Shares will
carry no rights to receive notice of, attend, speak or vote at any
general meeting of the Company, nor to receive dividends or capital
distributions, save that on a return of assets on a winding up, the
Deferred Shares will entitle the holder to the amounts paid up on such
shares after the repayment of #10,000,000 per New Ordinary Share. No
certificates will be issued to Shareholders in respect of Deferred
Shares and the Deferred Shares will not be quoted on any recognised
investment exchange.
(b) Each unissued Ordinary Share of 10p will be divided into 100 New
Ordinary Shares of 0.1p each. Again, the New Ordinary Shares will carry
identical rights to the Ordinary Shares they are replacing, save to the
extent that they have a par value of 0.1p.
The following table shows the paid up issued share capital of the
Company as it is at present and as it will be following the Capital
Reorganisation and Placing and Open Offer:
At present #'000 Proposed #'000
Number Number
Ordinary Shares
Existing Ordinary Shares of 10p 24,911,857 2,491 - -
New Ordinary Shares of 0.1p arising on - - 24,911,857 25
split of existing Ordinary Shares
Issue of Placing and Open Offer New - - 124,559,285 125
Ordinary Shares of 0.1p(*) ____________ _________ ________________ __________
Issue of New Ordinary Shares in respect - - 31,250,000 31
of the Acquisition
Total ordinary share capital 24,911,857 2,491 180,721,145 180
______________ _________ ________________ __________
Deferred shares
Deferred Shares of 0.1p - - 2,466,273,843 2,466
_____________ _________ _________________ __________
Total paid up share capital 24,911,857 2,491 2,646,994,985 2,647
* Based on the entitlement of 5 Open Offer Shares for every
1 Ordinary Share held on the Record Date.
The Placing and Open Offer Shares shall be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the then issued New Ordinary Shares.
Details of the Placing and Open Offer
The Company is proposing to raise approximately #1.25 million, before expenses,
by way of a Placing and Open Offer to Qualifying Shareholders of, in aggregate,
124,559,285 New Ordinary Shares at 1p per share, in order to provide working
capital for the Group. Accordingly, 124,559,285 Placing and Open Offer Shares
have been placed by Williams de Broe, subject to Qualifying Shareholders' rights
to apply under the Open Offer. The Placing and Open Offer is conditional, inter
alia, upon the passing of the Resolutions to be proposed at the EGM, upon the
Placing Agreement becoming unconditional and not having been terminated in
accordance with its terms and upon Admission. The issue has been fully
underwritten by Williams de Broe.
The Open Offer is being made by the Company to Qualifying Shareholders on the
basis of:
5 New Ordinary Shares for every 1 Ordinary Share
held at the close of business on the Record Date. Each Qualifying Shareholder
may apply for any number of Placing and Open Offer Shares up to his maximum
entitlement as set out in the Application Form. The Placing and Open Offer
Shares are to be paid for in full on application.
The Placing and Open Offer Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares the subject of the Capital Reorganisation
and Acquisition and will rank in full for all dividends and other distributions
hereafter declared, made or paid by the Company. It is expected that Admission
will become effective and dealings in the New Ordinary Shares will commence at
8.00a.m. on 14 April 2003. To be valid, Application Forms must be received by
the Receiving Agent no later than 3.00p.m. on 9 April 2003.
The Open Offer is not being made to certain Overseas Shareholders.
The "Additional Authority"
Following the use of the proceeds to be raised pursuant to the Placing and Open
Offer, the Directors believe that further investment opportunities may be
presented to the Company. The Directors believe that if suitable investments
arise, then it will be in the best interests of shareholders of the Company for
the Board to be able to raise finance for these opportunities without the time
and expense associated with a traditional fund raising. Accordingly, the
Directors believe that the Company requires authority to issue a further
#150,000 in nominal amount of New Ordinary Shares in the future without recourse
to shareholders. At the Issue Price, this means that the Company could raise
funds of #1.5 million. This authority will lapse on the date of the AGM to be
held in 2004 or on the expiry of 15 months from the date of the AGM to be held
on 11 April 2003, if earlier. The shares will not be able to be issued without
prior consultation with Williams de Broe.
The Directors believe that the members of the Concert Party may, in the future,
be in a suitable financial position to subscribe for the shares to be issued
pursuant to the Additional Authority.
Share options and warrants
Share options
Following completion of the proposals outlined in this announcement, the
Directors intend to issue options under the Share Option Scheme over a total of
8,750,000 New Ordinary Shares in aggregate, at an exercise price of 2p per
share, to the Directors, the Proposed Directors and the financial controller.
Warrants
In addition, as part of its remuneration and in exchange for the cancellation of
warrants already held by it, Williams de Broe will be granted warrants to
subscribe for 2,500,000 New Ordinary Shares at an exercise price of 2p per
share, following completion of the proposals outlined in this announcement.
Additionally, Bert Kennedy, a consultant, will be granted warrants to subscribe
for 1,250,000 New Ordinary Shares at an exercise price of 2p per share, for
services to be provided to the Company.
Lock-in arrangements
Stephen Dattels and Robert Alford, two of the Directors, Paul Ingram and George
Salamis, two of the Proposed Directors, and Manish Kotecha, the financial
controller have invested in the Company for the long term. Their aggregate
beneficial and non-beneficial interests in New Ordinary Shares immediately
following Admission will amount to 42,139,697 New Ordinary Shares (which is
equivalent to approximately 23.32 per cent. of the enlarged issued ordinary
share capital of the Company, assuming completion of the Acquisition and that
the Placing is taken up in full, that Robert Alford takes up his full
entitlement under the Open Offer and that Stephen Dattels takes up part of his
entitlement of 5,000,000 New Ordinary Shares under the Open Offer, as they have
irrevocably undertaken so to do.) In accordance with the requirements of Rule 7
of the AIM Rules, they have agreed not to dispose of any interests in the
securities of the Company (subject to certain limited exceptions) within the
period of 12 months following Admission. In addition, for a further period of 12
months, the Directors, the two Proposed Directors mentioned above and Mr Kotecha
may only make disposals thorough the Company's broker.
Loss of capital
Pursuant to section 142 of the Act, when the net assets of a public company are
half or less of its called-up share capital, the directors of that company are
required to convene an extraordinary general meeting for the purpose of
considering whether any, and if so, what steps should be taken to deal with the
situation. The net assets of Finelot are presently less than 50 per cent. of its
called-up share capital and in order to comply with the Act, the Directors
propose that the Shareholders consider the situation at the EGM.
Information on the Concert Party
A number of parties have been procured by Williams de Broe with whom the Placing
and Open Offer Shares have, subject to Qualifying Shareholders' right to
clawback under the Open Offer, been placed firm and who, depending on the level
of take-up by Qualifying Shareholders under the Open Offer, may be required to
subscribe for shares. Further information on the Concert Party (including their
maximum potential shareholdings) is set out below. The following persons and
corporation constitute the Concert Party for the purposes of the City Code:
Stephen R. Dattels, aged 55. Information on Mr. Dattels is contained in the
paragraph entitled "Board structure and senior management". For the purposes of
this announcement, all references to the shareholdings of Stephen Dattels
include the interests of his wife, Jennifer Dattels and shares held by the
Investec Trust Guernsey Limited as trustee for Mr Dattels.
Anthony J. Williams, aged 52. Mr. Williams is the founder and Chairman of the
Dragon Group, a privately owned group of companies with interests in
international mining finance and project management. Prior to founding the
Dragon Group in 1995, he spent nine years in investment banking where he
co-founded and led the Natural Resource Group at Yorkton Securities. He is also
Chairman of European Diamonds PLC, a London listed resource company exploring
for diamonds in Finland. Mr Williams is also co-chairman of European Minerals
Corporation, a Toronto listed company with gold projects in Europe and Central
Asia and a director of Endeavour Mining Capital Corporation, a publicly listed
mining merchant banking and fund management company. Earlier in his career he
held senior appointments in the mining industry and specialised in mineral
valuation and acquisitions. He qualified as a mining geologist in 1972 from the
Royal School of Mines, London and is a member of several professional mining
industry associations.
George Robinson, aged 46. Mr Robinson is a partner in Sloan Robinson, a UK based
investment management company which he co-founded in 1993. Mr Robinson was
previously Research Director of WI Carr (Far East) Limited, specialising in
Asian equities. Mr Robinson has been a shareholder of Finelot since shortly
after it was founded and has known Mr Dattels since that time. Mr Robinson
currently owns 1,663,000 Ordinary Shares, representing 6.67% of the current
issued share capital. He does not have a significant holding in any other UK
public companies. Mr Robinson is also a shareholder in two Canadian mining
companies in which Mr Dattels has been a significant investor.
Sebastian Taylor, aged 50. Mr Taylor has run hedge funds for the last 15 years.
He has experience in private equity and venture capital. He currently has no
significant holdings in any UK publicly quoted companies.
Regent Resources Capital Corporation ("Regent"). Regent is a British Virgin
Islands incorporated mining finance company. It was incorporated in September
2002 and has yet to produce any accounts. Its shareholders are Stephen Dattels,
Donal Douglas, Sebastian Taylor, Jamie Taylor and Michael Beck.
Approval of the Waiver
As at the date of this document the Concert Party owns 4,663,000 Ordinary
Shares, representing 18.71 per cent. of the issued share capital of the Company.
The aggregate maximum shareholding in the Company of the Concert Party following
completion of the Placing and Open Offer and the Acquisition will be 91,368,495
New Ordinary Shares representing 50.56 per cent. of the then issued share
capital. Accordingly, the members of the Concert Party would each be interested
in the following number of New Ordinary Shares:
Name Current shareholding Following completion of the Capital Reorganisation
and the Placing and Open Offer and the Acquisition
Number of Ordinary Percentage of Issued Number of New Ordinary Percentage of issued
Shares share capital Shares ordinary share capital
S Dattels 3,000,000 12.04 18,559,856* 10.27*
G Robinson 1,663,000 6.67 15,995,612 8.85
S Taylor - - 21,483,918 11.89
A Williams - - 19,096,816 10.57
Regent 16,232,293 8.98
TOTAL 4,663,000 18.71 91,368,495* 50.56*
* These figures do not include 1,250,000 share options that the Board intend to
grant to Stephen Dattels following the completion of the Placing and Open Offer.
If the options are exercised in full at their earliest date, which is three
years from the date of grant, the Concert Party's maximum holding would be
92,618,495 New Ordinary Shares which would represent 51.25% of the then issued
ordinary share capital.
Under Rule 9 of the City Code, any person who acquires shares which, taken
together with shares already held by him or shares held by persons acting in
concert with him, carry 30 per cent or more of the voting rights of a company
which is subject to the City Code is normally required to make a general offer
to all the remaining shareholders to acquire their shares.
Similarly, when any person, or persons acting in concert, already hold more than
30 per cent., but not more than 50 per cent., of the voting rights of such a
company, a general offer will normally be required if any further shares are
acquired.
An offer under Rule 9 must be in cash and at the highest price paid within the
preceding 12 months for any shares in the company by the person required to make
the offer or any person acting in concert with him.
Stephen Dattels, George Robinson, Sebastian Taylor, Anthony Williams and Regent
are deemed to be acting in concert for the purposes of the City Code. Stephen
Dattels has given irrevocable undertakings to take up 5,000,000 New Ordinary
Shares under the Open Offer. George Robinson has given an irrevocable
undertaking not to take up his entitlement of 8,315,000 New Ordinary Shares
under the Open Offer. Accordingly, if all other existing Qualifying Shareholders
take up their entitlements under the Open Offer in full, the resulting
shareholding of the Concert Party would be 9,663,000 New Ordinary Shares,
representing 5.35 per cent. of the enlarged issued ordinary share capital of the
Company.
If the Concert Party is required to take up its full participation pursuant to
the Placing and Open Offer, on completion of the Placing and Open Offer, Capital
Reorganisation and Acquisition, the Concert Party will between them own
91,368,495 New Ordinary Shares, representing 50.56 per cent. of the issued
ordinary share capital of the Company. Assuming exercise in full by Stephen
Dattels of options over 1,250,000 New Ordinary Shares that the Board intends to
issue to him following completion of the Placing and Open Offer (and assuming
that no other person exercises any other right to subscribe for shares in the
Company nor any of the warrants to be issued are exercised), the Concert Party
between them will own 92,618,495 New Ordinary Shares, representing 51.25 per
cent. of the Company's enlarged issued voting share capital. The right to
subscribe for these New Ordinary Shares pursuant to the proposed options will be
exercisable up to a period ending 1 March 2008 with the rights being exercisable
in respect of one third of the ordinary shares to which they relate in each of
the years 2004, 2005 and 2006.
The Panel has agreed, however, to waive the requirement for the Concert Party to
make a general offer that would otherwise arise as a result of the Placing and
Open Offer and Capital Reorganisation and the exercise of the options to be
granted to Stephen Dattels as set out above, subject to the approval of
Independent Shareholders. Accordingly, resolution 2 is being proposed at the
Extraordinary General Meeting and will be taken on a poll. The members of the
Concert Party will not be entitled to vote on the resolution. Stephen Dattels
and George Robinson are the only members of the Concert Party who, at the date
of this document, have any shareholding in Finelot.
In considering that resolution, Shareholders should note that, following the
Placing and Open Offer, Capital Reorganisation and Acquisition, taking into
account irrevocable undertakings from the members of the Concert Party referred
to above and assuming that no options granted under the Share Option Scheme nor
any warrants are exercised, the members of the Concert Party will hold a minimum
of 9,663,000 New Ordinary Shares, representing 5.35 per cent. of the issued
ordinary share capital of the Company and, dependent on the level of take-up of
Placing and Open Offer Shares by Qualifying Shareholders under the Open Offer
and taking into account the irrevocable undertakings from the Directors to take
up their entitlements, a maximum of 91,368,495 New Ordinary Shares, representing
50.56 per cent. of the then issued ordinary share capital of the Company.
Dependent on the level of take up under the Open Offer by Qualifying
Shareholders, the resultant shareholding of the Concert Party could be between
30 and 50 per cent. of the Company. In this case, members of the Concert Party
would not be able to acquire further shares in the Company without making a
general offer under Rule 9 of the City Code.
Assuming that the Placing and Open Offer and Capital Reorganisation are approved
by Shareholders, the members of the Concert Party may between them hold more
than 50 per cent. of the Company's voting share capital and (for so long as they
continue to be treated as acting in concert) may accordingly increase their
aggregate shareholding without incurring any further obligation under Rule 9 to
make a general offer, provided that no individual member of the Concert Party's
holding exceeds 30 per cent.
It is a condition of the Placing Agreement that the members of the Concert Party
are not required under Rule 9 of the City Code to make a mandatory offer for the
shares that they do not already hold. Accordingly, if Independent Shareholders'
approval, on a poll at the EGM, of the Waiver is not received, the Placing and
Open Offer cannot proceed. If approval of the Waiver is not received the
Directors believe that the Group will have insufficient capital to continue
trading.
The Waiver, which the Panel has agreed to provide subject to the approval of the
Independent Shareholders on a poll at the EGM, will be invalidated if any
purchases of Ordinary Shares are made by any member of the Concert Party or any
person acting in concert with any of them in the period between the date of this
document and the EGM. Each member of the Concert Party has undertaken to the
Company that they will not make any such purchases of Ordinary Shares. Save as
disclosed below, at the date of this announcement, no member of the Concert
Party has in the twelve months preceding the date of this announcement dealt in
any shares in the Company and no member of the Concert Party (with the exception
of Stephen Dattels and George Robinson) owns any shares in the Company.
Date Name Nature of transaction No. of Ordinary Shares Price per Share
09/05/02 Mr. G. Robinson Purchase 1,250,000 1.80p
31/05/02 Mr. G. Robinson Purchase 53,000 2.62p
01/06/02 Mr. G. Robinson Purchase 25,000 2.75p
Working capital
The Directors are of the opinion that, having made due and careful enquiry and
after taking into account the net proceeds of the Placing and Open Offer
receivable by the Company, the working capital available to Finelot will be
sufficient for its present requirements, that is, for at least the twelve months
following the date of Admission.
The specific projects which the Company have targeted are at an early stage of
exploration. Additional funding will be required to take these projects to the
next stage.
If the Placing and Open Offer and the associated proposals outlined above are
not completed, the Directors believe the Company will have insufficient
financial resources to be able to continue trading.
Dividend policy
It is expected that any cash generated by the Group's operations in the short to
medium term will be devoted to funding the Group's planned development. The
Board, however, will continue to review the appropriateness of its dividend
policy as the Group develops.
Extraordinary General Meeting
A notice convening the EGM to be held at the offices of Nicholson Graham & Jones
at 110 Cannon Street, London EC4N 6AR on 11 April 2003 at 10.30am or immediately
after the Annual General Meeting convened for the same day shall have been
concluded or adjourned, has been sent to shareholders at which resolutions will
be proposed to:
- subdivide and convert each ordinary share of 10 pence in the capital of the
Company into one new Ordinary Share of 0.1 pence and 99 Deferred Shares of 0.1
pence each;
- subdivide each authorised but unissued ordinary share of 10 pence in the
capital of the Company into 100 New Ordinary Shares of 0.1 pence each;
- authorise the Directors generally and unconditionally to exercise all or any
powers of the Company to allot relevant securities pursuant to section 80 of the
Act up to an aggregate nominal amount of #220,000, such authority to expire on
the earlier of the conclusion of the Annual General Meeting of the Company in
2004 or the expiry of 15 months if earlier;
- disapply the provisions of section 89 of the Act to empower the Directors to
allot unissued shares for cash otherwise than pro rata to existing shareholders
pursuant to the authority referred to in the paragraph above, provided that such
power is limited to, inter alia, (i) allotments in connection with the Placing
and Open Offer, (ii) the grant of warrants to Williams de Broe and Bert Kennedy;
- disapply the provisions of section 89 of the Act to empower the Directors to
allot unissued shares for cash otherwise than pro rata to existing shareholders
pursuant to the authority referred to above, provided that such power is limited
to allotments for cash up to an aggregate nominal amount of #150,000;
- amend the articles of association of the Company to give effect to the Capital
Reorganisation;
- approve the acquisition of Blackwatch Resources;
- approve the waiver of the obligations on the Concert Party under Rule 9 of the
City Code (subject to Independent Shareholders' approval by voting on a poll);
and
- change the name of the Company to Caledon Resources PLC.
Additionally, the Directors will consider a motion to discuss the loss of
capital referred to above.
Additional Information
Expected Timetable of Principal Events
2003
Record Date Close of business on 17 March
Latest time and date for splitting of Application Forms
(to satisfy bona fide market claims only) 3.00p.m. on 7 April
Latest time and date for receipt of Forms of Proxy for the EGM 10.30a.m. on 9 April
Latest time and date for receipt of completed Application Forms and payment in 3.00p.m. on 9 April
full under the Open Offer
10.30a.m. on 11 April
EGM
Admission effective and dealings commence in the New Ordinary Shares 8.00a.m. on 14 April
CREST member accounts credited with New Ordinary Shares (where applicable) 14 April
Dispatch of definitive share certificates for the New Ordinary Shares by 17 April
The Prospectus
Further details of the proposed Placing and Open Offer and the terms and
conditions on which it is being made, including the procedure for acceptance and
payment, are contained in the prospectus dated 19 March 2003 and on the
accompanying Application Form. The prospectus and the Application Form will be
posted to Qualifying Shareholders today. To be valid Application Forms must be
received by Computershare Investor Services PLC, PO Box 859, The Pavilions,
Bridgwater Road, Bristol BS99 1XZ no later than 3.00pm on 9 April 2003. The
Company is also posting to Shareholders its Group Financial Statements and
Annual Report for the year ended 31 July 2002 on 19 March 2003.
Copies of the prospectus dated 19 March 2003 will be available free of charge to
the public (during normal business hours) from the offices of Nicholson Graham &
Jones, 110 Cannon Street, London EC4N 6AR for a period of not less than 14 days
from the date of Admission.
Definitions
The following definitions apply throughout this announcement and, unless the
context otherwise requires, bear the same meaning as in the prospectus published
today.
"ACT" the Companies Act 1985, as amended
"ACQUISITION" the proposed acquisition of the entire issued share capital
of Blackwatch Resources Limited, pursuant to the Acquisition
Agreement
"ACQUISITION AGREEMENT" the conditional share purchase agreement dated 31 January
2003 between (1) Paul Ingram, Bruce Harris and George
Salamis and (2) the Company relating to the Acquisition
"ADDITIONAL AUTHORITY" the additional authority for the Directors to allot New
Ordinary Shares
"ADMISSION" the admission of the New Ordinary Shares to be issued
pursuant to the Placing and Open Offer and the readmission
of the New Ordinary Shares the subject of the Capital
Reorganisation, to trading on AIM
"AIM" the Alternative Investment Market of the London Stock
Exchange
"AIM RULES" the rules for AIM companies and their nominated advisers,
issued by the London Stock Exchange from time to time
"APPLICATION FORM" the application form issued with the prospectus to
Qualifying Shareholders in connection with the Open Offer
"AUDITORS" PricewaterhouseCoopers LLP
"BLACKWATCH RESOURCES" Blackwatch Resources Limited, a company incorporated under
the laws of the British Virgin Islands
"BOARD" OR "DIRECTORS" the board of directors of the Company
"CAPITAL REORGANISATION" the proposed reorganisation of the Company's share capital
pursuant to the proposals set out above
"CITY CODE" the City Code on Takeovers and Mergers
"COMPANY" OR "FINELOT" Finelot PLC
"CONCERT PARTY" Messrs. Stephen Dattels, George Robinson, Sebastian Taylor
and Anthony Williams and Regent Resources Capital
Corporation Inc.
"CREST" the relevant systems (as defined in the Uncertificated
Securities Regulations 1995) in respect of which CRESTCo is
the operator
"DEFERRED SHARES" the 2,466,273,843 deferred shares of 0.1p each in the
capital of the Company arising from the proposed Capital
Reorganisation
"EXTRAORDINARY GENERAL MEETING" OR "EGM" the extraordinary general meeting of the Company convened
for 10.30am on 11 April 2003
"FORM OF PROXY" the form of proxy for use by Shareholders in connection with
the EGM
"GROUP" OR "FINELOT GROUP" Finelot and Finelot Trading Company Limited
"INDEPENDENT DIRECTORS" the Directors other than Stephen Dattels (who is a member of
the Concert Party)
"INDEPENDENT SHAREHOLDERS" Shareholders other than the Concert Party
"ISSUE PRICE" 1 pence per share
"LONDON STOCK EXCHANGE" London Stock Exchange plc
"NEW ORDINARY SHARES" the 1,533,726,157 new issued and unissued ordinary shares of
0.1p each in the share capital of the Company arising from
the proposed Capital Reorganisation
"OFFICIAL LIST" the Official List of the UK Listing Authority
"OPEN OFFER" the conditional invitation made by Williams de Broe, acting
as agent for the Company, to Qualifying Shareholders to
subscribe for the Placing and Open Offer Shares at the Issue
Price on the terms and conditions set out in the prospectus
and in the Application Form
"ORDINARY SHARES" the 24,911,857 issued ordinary shares of 10 pence each in
the capital of the Company
"OVERSEAS SHAREHOLDERS" holders of Ordinary Shares who are resident, or citizens of,
countries other than the United Kingdom
"PANEL" the Panel on Takeovers and Mergers
"PLACING" the placing by Williams de Broe of the Placing and Open
Offer Shares at the Issue Price pursuant to the Placing
Agreement, subject to the right of Qualifying Shareholders
to apply for such shares under the Open Offer
"PLACING AGREEMENT" the conditional placing agreement dated 19 March 2003
"PLACING AND OPEN OFFER SHARES" the 124,559,285 new ordinary shares of 0.1p each in the
share capital of the Company the subject of the Placing and
Open Offer
"PROPOSED DIRECTORS" Graham Mascall, George Salamis and Paul Ingram
"QUALIFYING SHAREHOLDERS" Shareholders on the register of members of the Company on
the Record Date (other than certain Overseas Shareholders)
"RECEIVING AGENT" Computershare Investor Services PLC
"RECORD DATE" the close of business on 17 March 2003
"RESOLUTIONS" the resolutions set out in the notice of EGM
"SHAREHOLDERS" holders of Ordinary Shares
"SHARE OPTION SCHEME" the Finelot PLC unapproved 2000 discretionary share option
scheme
"UK LISTING AUTHORITY" the competent authority for listing in the UK, which is part
of The Financial Services Authority
"UNITED KINGDOM" OR "UK" the United Kingdom of Great Britain and Northern Ireland
"UNITED STATES" the United States of America, its territories and
possessions, any state of the United States of America and
the district of Columbia
"WAIVER" the proposed waiver of the obligation to make a general
offer under Rule 9 of the City Code, granted by the Panel
conditional on the approval of the Independent Shareholders
by the passing on a poll of Resolution 2 at the EGM
"WILLIAMS DE BROE" Williams de Broe Plc, the Company's nominated adviser and
broker
Enquiries:
Clive Carver/Alastair Stratton/ Williams de Broe Plc Tel: 020 7588 7511
Rose Herbert
This information is provided by RNS
The company news service from the London Stock Exchange
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