22 Apr 2009 07:01
22 April 2008
PETER HAMBRO MINING PLC ("PHM" or the "Company")
Publication of Prospectus for Main Market; Board Changes
Further to the announcement from Aricom plc ("Aricom") released today confirming the Court approval, the Company is pleased to announce the publication of its prospectus ("Prospectus") in connection with its proposed move from AIM to the London Stock Exchange plc's main market for listed securities ("Main Market"). Admission of PHM's existing Ordinary Shares to the Official List of the UK Listing Authority and to trading on the Main Market is expected to occur today, Wednesday 22 April 2009, at 8:00 a.m ("Admission").
In addition, the New Ordinary Shares and the Warrants to be issued by the Company in connection with the Scheme and Warrant Offer respectively are also expected to be admitted to the Official List and to trading on the Main Market today, 22 April, at 8.00am today.
Despatch of share certificates in respect of New Ordinary Shares and warrant certificates in respect of the Warrants is expected to take place on or before 6 May 2009.
We look forward to welcoming Sir Malcolm Field, Sir Roderic Lyne and Brian Egan who will be joining the board of PHM (the "Board") from Aricom with effect from Admission. Sir Malcolm Field and Sir Roderic Lyne will be joining as Non-Executive Directors and Brian Egan has been appointed Chief Financial Officer. They will join Peter Hambro (Chairman), Dr. Pavel Maslovskiy (Chief Executive), Sir Rudolph Agnew (Senior Non-Executive Director), Lord Guthrie of Craigiebank (Non-Executive Director) and Peter Hill-Wood (Non-Executive Director) on the Board. As indicated previously, Jay Hambro, Alexei Maslovskiy, Andrey Maruta, Alfiya Samokhvalova and Karolina Subczynska have resigned from the Board with effect from 20 April 2009. The Company would like to thank them for the time and effort they have given the Company in their previous roles.
The Prospectus has been submitted to the UKLA's Document Viewing Facility situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS. It is also available for inspection at the offices of Norton Rose LLP, legal advisers to the Company, at 3 More London Riverside, London SE1 2AQ.
The Prospectus will be available on the Company's website www.peterhambro.com.
Terms and conditions used in this announcement, unless the context otherwise requires, have the same meanings as given to them in the Prospectus.
Enquiries:
Peter Hambro Mining Plc
Alya Samokhvalova
+44 (0) 20 7201 8900
J.P. Morgan Cazenove
Patrick Magee
Guy Marks
+44 (0)20 7155 2828
Canaccord Adams Limited
Robert Finlay
Guy Blakeney
+44 (0) 20 7050 6500
Merlin
David Simonson
Tom Randell
Maria Suleymanova
+44 (0)20 7653 6620
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of Aricom or Peter Hambro Mining, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aricom or Peter Hambro Mining, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Aricom or Peter Hambro Mining by Peter Hambro Mining or Aricom, or by any of their respective "associates" must also be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)20 7236 7013.