Norseman Gold PLC Company Update (2745Y)
February 20 2013 - 3:36AM
UK Regulatory
TIDMNGL
RNS Number : 2745Y
Norseman Gold PLC
20 February 2013
ASX: NGX
AIM: NGL
20 February 2013
Norseman Gold plc
Company Update - February 2013
The Directors of Norseman Gold plc ("Norseman" or "Company")
wish to provide a further update to shareholders following the
appointment of an Administrator to Norseman's principal operating
subsidiary Central Norseman Gold Corporation Limited (Administrator
Appointed) ("CNGC").
Administration of CNGC
The voluntary administrator of CNGC, Ron Dean-Willcocks of
Dean-Willcocks Shepard ("Administrator"), has released to creditors
his report to creditors in accordance with section 439A of the
Corporations Act (Australia).
The meeting of creditors is to be held on 21 February 2013 and
the purpose of this meeting is for creditors to make a decision by
passing a resolution in respect of the options available to
them.
The following options are available to creditors to decide
pursuant to section 439C of the Act, being that:
-- CNGC execute the proposed Deed of Company Arrangement ("DOCA")/Creditors' trust;
-- the administration should end; or
-- CNGC be wound up.
The Administrator's opinion on each option and the reasons for
his opinion are set out in the report to creditors and the
Administrator has recommended to creditors that CNGC enter into a
DOCA and a creditors' trust which has been proposed by Norseman and
Tulla Resources Group Pty Ltd ("Tulla").
A summary of the proposed DOCA / Creditors' Trust is set out
below but creditors are urged to read the notice to creditors dated
6 February 2013 and not rely upon the summarised information set
out here.
Under the terms of the proposed DOCA, creditors of CNGC are
divided into
-- Secured Creditors, comprising Farrer Place Holdings Pty
Limited, Tulla, both companies controlled by interests associated
with Kevin Maloney, and David Steinepreis as security trustee of
the convertible loan noteholders October 2011;
-- Deferred Creditors, comprising Norseman, Norseman Gold Pty
Limited, JLM Transport & Logistics Pty Limited, Tulla Capital
Partners Pty Limited (as assignee of Claims of L2P Management) and
L2 Drilling Pty Limited, all of which are associates of either
CNGC, Norseman Gold Plc or the directors of those companies;
and
-- Participating Creditors
Subject to approval of the Secured Creditors, the Secured
Creditors will not be bound by the DOCA, will not make any claim
for distribution under the DOCA and will forbear from seeking
repayment of any debts owed to them until the later of 12 months
from the date of the DOCA or termination of the DOCA trust deed
unless CNGC can meet those debts without becoming insolvent as a
result.
Following the execution of the DOCA, the Secured Creditors need
to reach agreement as to the circumstances of existing securities
and any fresh security that may be granted by directors following
execution of the DOCA. It is possible that if agreement is not
reached between the Secured Creditors that the Secured Creditors
Deed will not be executed and the DOCA will fail.
The Deferred Creditors' claims will be deferred in full until
the DOCA is complete.
The employees will be paid in full out of the deed fund or in
the ordinary course of business. Participating Creditors shall have
their claims against CNGC satisfied in full and extinguished by the
payment of approximately 5c in the $. The actual dividend will
approximate 4.6c in the $ after the ATO bad debt increasing
adjustment.
In order to satisfy the payment to Participating Creditors, the
administrator's fees, unpaid trading deficiencies during the
administration period and employee claims, a deed fund of
A$8,001,253 in cash will be established, satisfied by a payment of
A$3,500,000 from Norseman using existing cash resources and
A$4,501,253 from Tulla and Farrer Place Holdings Pty Ltd.
If the DOCA is completed satisfactorily then CNGC will be
returned to the directors of CNGC and Norseman with no change in
ownership or control and resumption of trading in the Company's
ordinary shares on ASX and AIM will be sought without delay
following completion of any outstanding regulatory
requirements.
If the DOCA is not executed within 15 business days of approval
then CNGC will be wound up. Following the execution of the DOCA ,
settlement of DOCA is proposed to be within 20 business days of
approval or such other time as agreed by the Deed Administrator .
If not satisfied, the Deed Administrator to call a meeting of
creditors to consider a resolution to wind up CNGC.
Should CNGC proceed to liquidation there are likely insufficient
assets to result in any dividend to any unsecured creditor on an
immediate winding up.
A further announcement will be made following the meeting of
creditors on 21 February 2013.
* * ENDS * *
For further information visit www.norsemangoldplc.com, email
investors@ngold.com.au or contact:
David Steinepreis Norseman Gold Plc. Tel: +44 (0) 7913402727
William Vandyk Northland Capital Partners Ltd Tel: 020 7796
8800
Guy Wilkes Ocean Equities Ltd Tel: 020 7786 4370
Susie Geliher / Hugo de Salis St Brides Media & Finance Ltd
Tel: 020 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
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