Result of GM & Board Changes
12 Noviembre 2010 - 9:02AM
UK Regulatory
TIDMPMA
RNS Number : 1188W
Premier Management Holdings PLC
12 November 2010
For immediate release: 12 November 2010
Premier Management Holdings plc
("Premier Management" or the "Company")
Result of General Meeting & Board Changes
Premier Management announces that, at the General Meeting of the Company held
today, all resolutions put to the meeting were duly passed. Resolution 7,
seeking approval for the change of the Company's name to Central Asia Resources
Holdings Plc, was withdrawn from the General Meeting and the future renaming of
the Company is being reviewed.
Terms and definitions used in this announcement shall have the meaning given in
the Circular to Shareholders dated 27 October 2010 (the "Circular") unless the
context requires otherwise.
Disposal of principal trading business and adoption of Investing Policy
The Company is also pleased to announce that Barry Gold has today exercised the
option to acquire the Football Business in accordance with the terms of the
Option Agreement and has resigned from the board of the Company with effect from
completion of the transfer of the Football Business.
Completion of the Option constitutes a fundamental change of business pursuant
to Rule 15 of the AIM Rules and divests the Company of all, or substantially all
of its trading business, activities and assets. The Company is therefore now an
investing company for the purposes of the AIM Rules and will seek to identify
further ways to create value for Shareholders through acquisitions in the
natural resources sector in accordance with the terms of the Investing Policy.
The Company has an option to acquire the entire issued share capital of Central
Asia Resources Limited which is investigating, and has signed protocols on,
natural resource projects in Kyrgyzstan, including the Cholokkaindy Project gold
exploration licence.
Appointment of New Directors
The Company is delighted to announce the appointments of Christian Schaffalitzky
as a non executive director and Dr Reza Tabrizi as an executive director with
immediate effect.
Christian Schaffalitzky has a distinguished career of more than thirty-five
years as a geologist and chartered engineer. He is currently managing director
of Eurasia Mining plc listed on the London Stock Exchange. From 1984 to 1992, he
founded and managed the international minerals consultancy, CSA Group, now CSA
Global Pty Ltd. Christian was a founder of Ivernia West plc, where he led the
exploration activities and was instrumental in the discovery and development of
the Lisheen zinc deposit in Ireland. More recently, he was managing director of
Ennex International plc an Irish quoted mineral exploration company, focused on
zinc development projects. He has also been engaged in precious and base metal
mineral exploration and development in the former Soviet Union and is an
independent director on the board of the Russian company, Raspadskaya Coal
Company. He is also a director of Kibo Mining plc and Red Crescent Resources
Ltd.
Eurasia Mining plc has agreed to assist the Company in developing its investment
strategy in the mineral resources sector. With its experience in Russia and the
FSU in precious metals exploration and development, Eurasia Mining plc is well
placed to guide and direct development work in the Company's main area of
interest.
Dr Tabrizi has been involved in project finance in the Central Asian natural
resources industries for seventeen years. Dr Tabrizi has consulted government
ministers of the Caspian Sea neighboring republics including Azerbaijan,
Turkmenistan, Iran, Turkey, Russia, Ukraine and later Kyrgyzstan. He was a
founder and director of the Caspian Foundation for Democracy in 2006 and is
founder and president of both the Anglo Krygyz and Anglo Turkmen Societies.
Issue of Equity and Loan Notes
In accordance with the terms of the Option Agreement, Barry Gold has today
subscribed for 70,433,699 Ordinary Shares.
In addition, as outlined in the Circular, John McKeon has today subscribed for
87,138,699 Ordinary Shares and Baisden Investments Limited has subscribed for
29,143,377 Ordinary Shares.
Mr McKeon, Noel Lyons, Conrad Windham, Neil Miller, Christian Schaffalitzky and
Laurence Davis have subscribed for convertible loan notes totalling GBP151,000
which may be converted (together with accrued interest) in whole or part into
Ordinary Shares in accordance with the terms of the instruments ("Convertible
Loan Notes") and of which Noel Lyons, Conrad Windham, Neil Miller, Christian
Schaffalitzky and Laurence Davis today elected to convert their Convertible Loan
Notes into Ordinary Shares. Mr McKeon assigned his Convertible Loan Notes to the
value of GBP59,000 to a number of relatives and associates who have also today
elected to convert their Convertible Loan Notes into Ordinary Shares. Mr McKeon
has also today elected to convert his remaining Convertible Loan Notes into
Ordinary Shares. Therefore the total amount of Ordinary Shares to be issued in
respect of the Convertible Loan Notes described above is 151,744,669 Ordinary
Shares.
Accordingly, application has been made for the admission to trading on AIM
("Admission") of 338,460,444 Ordinary Shares (the "New Ordinary Shares"). It is
expected that Admission will take place and that dealings in the New Ordinary
Shares will commence on 18 November 2010. The New Ordinary Shares will rank pari
passu with, and will be identical in all respects to, the existing Ordinary
Share capital of the Company. Following Admission the enlarged issued share
capital of the Company consists of 443,178,444 Ordinary Shares of 0.1p.
Following the issue of the New Ordinary Shares and the conversion of the
Convertible Loan Notes, each as described above, the Company has been informed
of the following notifiable interests (or adjustments to notifiable interests)
in the shares of the Company:
+---------------+------------+-------------+-------------+----------+
| | Existing | New | Revised | % of |
| | No. of | Ordinary | No. of | Enlarged |
| | Ordinary | Shares | Ordinary | Ordinary |
| | Shares | Issued | Shares | Share |
| | | | | Capital |
+---------------+------------+-------------+-------------+----------+
| | | | | |
+---------------+------------+-------------+-------------+----------+
| Directors | | | | |
+---------------+------------+-------------+-------------+----------+
| Gerry Desler | 86,000 | 0 | 86,000 | 0.02% |
+---------------+------------+-------------+-------------+----------+
| Christian | 0 | 5,024,660 | 5,024,660 | 1.13% |
| Schaffilitzky | | | | |
+---------------+------------+-------------+-------------+----------+
| | | | | |
+---------------+------------+-------------+-------------+----------+
| Non-Directors | | | | |
+---------------+------------+-------------+-------------+----------+
| Barry Gold | 16,705,000 | 70,433,699 | 87,138,699 | 19.66% |
+---------------+------------+-------------+-------------+----------+
| John McKeon | 0 | 113,557,879 | 113,557,879 | 25.62% |
+---------------+------------+-------------+-------------+----------+
| Noel Lyons | 0 | 30,147,950 | 30,147,950 | 6.80% |
+---------------+------------+-------------+-------------+----------+
| Baisden | 0 | 29,143,377 | 29,143,377 | 6.58% |
| Investments | | | | |
| Limited | | | | |
+---------------+------------+-------------+-------------+----------+
| Conrad | 0 | 20,098,630 | 20,098,630 | 4.54% |
| Windham | | | | |
+---------------+------------+-------------+-------------+----------+
For further information please contact:
+------------------------+------------------------------------+
| Premier Management | |
| Holdings plc | |
+------------------------+------------------------------------+
| Dr Reza Tabrizi, | Tel. 07785 2211 97 |
| Executive Director | |
+------------------------+------------------------------------+
| | |
+------------------------+------------------------------------+
| Brewin Dolphin | |
+------------------------+------------------------------------+
| Alex Dewar | Tel. 0845 213 2076 |
+------------------------+------------------------------------+
| Neil McDonald | Tel. 0845 213 4277 |
+------------------------+------------------------------------+
| | |
+------------------------+------------------------------------+
| M: Communications | |
+------------------------+------------------------------------+
| Ben Simons | Tel. 020 7920 2340 |
+------------------------+------------------------------------+
Pursuant to the AIM Rules for Companies (the "AIM Rules"), the following
information in respect of Christian Schaffilitzky and Dr Tabrizi, which is
required to be disclosed, is set out below. Other than this information, there
is no further information required to be disclosed under paragraph (g) of
Schedule 2 of the AIM Rules.
+-------------------+-----------------------------------------+
| Full name and | Christian Schaffalitzky De Muckadell, |
| age: | aged 57 |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Current | Nil |
| Shareholding in | |
| the Company | |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Current | Eurasia Mining plc* |
| Directorships and | Eurasia Mining (UK) Ltd # |
| Partnerships | Eurasia Investments Limited # |
| | Tylai Mining Limited # |
| | Urals Alluvial Platinum Ltd # ** |
| | OAO Raspadskaya Coal Company* |
| | Sloane Developments Ltd |
| | Kibo Mining plc |
| | Red Crescent Resources Ltd |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Previous | East India Devonshire Sports and Public |
| Directorships and | Schools Club Ltd |
| Partnership (5 | Petroceltic International plc* |
| years) | Petroceltic investments Ltd ++ |
| | Petroceltic Erris Ltd ++ |
| | Petroceltic plc ++ |
| | Petroceltic African Holdings Ltd ++ |
| | Petroceltic Ksar Hadada Ltd ++ |
| | Petroceltic Isarene Ltd ++ |
| | Green Orphans Trust Ltd ++ |
| | Mogul of Ireland Limited ++ |
| | Summit Exploration Ltd ++ |
| | Gostem Limited ++ |
| | Ardmore Explorations Ltd ++ |
| | Africa One Services Ltd |
| | Africa One Services (AU) Ltd |
| | OJSC Chelyabinsk Zinc Plant* |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| * Listed companies |
| # Subsidiaries of Eurasia Mining plc |
| ** 50% with Anglo Platinum Cyprus subsidiary |
| ++ Subsidiaries of Petroceltic International plc, |
| formerly Ennex International plc |
+-------------------+-----------------------------------------+
+-------------------+-----------------------------------------+
| Full name and | Dr Mohammad Reza Rezai-Tabrizi, aged 51 |
| age: | |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Current | Nil |
| Shareholding in | |
| the Company | |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Current | Anglo Kyrgyz Society |
| Directorships and | Anglo Turkmen Society |
| Partnerships | Canbury Insurance Services |
+-------------------+-----------------------------------------+
| | |
+-------------------+-----------------------------------------+
| Previous | Caspian Foundation for Democracy |
| Directorships and | |
| Partnership (5 | |
| years) | |
+-------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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