European Nickel re scheme completion and Board
16 Junio 2010 - 7:11AM
UK Regulatory
TIDMRMLA TIDMENK
RNS Number : 7223N
Rusina Mining NL
16 June 2010
Wednesday 16th June, 2010
European Nickel Release re Completion of Scheme and Appointment of Directors
Please find below a release from European Nickel PLC (AIM, PLUS: ENK) in
relation to the completion of the Scheme of Arrangement and appointment and
resignation of directors.
For more information, please visit www.rusina.com.au or contact:
+---------------------------------+---------------------------------+
| European Nickel | Rusina Mining |
+---------------------------------+---------------------------------+
| Simon Purkiss | Mark Hanlon |
| European Nickel | Rusina Mining |
| Tel: +44 20 7290 3130 (London) | Tel: +61 8 9226 1111 (Perth) |
| | |
| Andrew Chubb or Tarica Mpinga | Roland Cornish |
| Canaccord Genuity | Beaumont Cornish |
| Tel: +44 20 7050 6500 | Tel: +44 20 7628 3396 |
| | |
| Alex Buck | Kevin Skinner |
| BuckBias | Field Public Relations |
| Tel: +44 7932 740 452 | Tel: +61 8 8234 9555 or / |
| | +61 414 822 631 |
+---------------------------------+---------------------------------+
"Merger Scheme of Arrangement Becomes Binding
New Directors Appointed
16 June 2010 - LONDON: Further to the announcement of 14 June 2010, European
Nickel PLC ("European Nickel" or the "Company") (AIM, PLUS: ENK) today announces
that the Court Orders of the Australian Federal Court approving the scheme of
arrangement (the "Scheme") with Rusina Mining NL ("Rusina") (AIM: RMLA, ASX:
RML) have been lodged with ASIC yesterday, at which time the Scheme became
binding.
The merger with Rusina is now legally binding and as per the Merger
Implementation Agreement dated 2 February 2010, with immediate effect, Robert
Gregory is appointed Managing Director of the Company and Mark Hanlon is
appointed Finance Director. Andrew Lindsay, Sir David Logan and Euan Worthington
resign as directors of the Company. David Whitehead remains as Non-Executive
Chairman and Simon Purkiss becomes Executive Deputy Chairman, while Paul Lush
continues as a non-executive director. European Nickel anticipates the
appointment of an additional independent non-executive director shortly
thereafter.
Robert Gregory has been the Managing Director of Rusina since 2005 and is a
mining engineer with extensive mine development and operational experience in
South East Asia and Australia, both in open pit and underground mines. His
experience includes being Vice President - Mine Development for Climax Mining's
Didipio Project in the Philippines from 1996 to 2000, General Manager -
Operations for Giants Reef Mining in Australia from 2003 to 2005 and he was
responsible for the construction of the Tanjianshan Gold Project in Western
China in 2005.
Mark Hanlon has been the CFO of Rusina since 2006 and previously spent 10 years
in commercial and merchant banking with Partnership Pacific Ltd, Westpac and the
Bank of New Zealand before entering commerce in 1994. He has a broad background
of senior executive experience across a wide range of industries including
mining services, electricity distribution, electronics contract manufacturing,
packaging and insurance. Mr Hanlon has previously held the position or
equivalent position of CFO with other publicly listed companies such as Century
Drilling Limited and International Contract Manufacturing Limited. Mr Hanlon
holds a Bachelor of Business degree (Finance and Accounting) and a Master of
Business degree (Banking and Finance).
Commenting on the new, enlarged company, David Whitehead, Chairman, said "I
would like to take this opportunity to publicly thank Andrew Lindsay, Sir David
Logan and Euan Worthington for their hard work and support during some
challenging times the Company has faced.
The appointment of Robert Gregory as Managing Director marks the beginning of a
new chapter in the evolution of the Company and the imminent receipt of the
GBP6.7 million placing funds will enable us to complete the project financing of
Çaldag by the end of the year.
On finalisation of the merger, the Company emerges with over 1.35 million tonnes
of nickel laterite resource under its control, a unique heap leach technology,
two sizeable development projects, listings on the AIM, ASX and PLUS and a
strengthened balance sheet."
Save as disclosed in this announcement and its appendices, there is no further
information that is required to be disclosed pursuant to Schedule 2(g) of the
AIM Rules for Companies.
Defined terms in this announcement shall have the same meaning as set out in the
Merger Implementation Agreement dated 2 February 2010.
For more information, please visit www.enickel.co.uk or contact:
Simon Purkiss, Rob Gregory or Mark Hanlon, European Nickel
Tel: +44 20 7290 3130
Andrew Chubb or Tarica Mpinga, Canaccord Genuity Limited
Tel: +44 20 7050 6500
Alex Buck, BuckBias
Tel: +44 7932 740 452
Appendix A
Information provided in accordance with paragraph g of Schedule 2 to the AIM
rules:
Robert Gregory
(i) the director's full name and age together with any previous names;
Robert Gordon Matthews Gregory, age 46
(ii) the names of all companies and partnerships of which the director has been
a director or partner at any time in the previous five years, indicating whether
or not the director is still a director or partner;
+-----------------------------------------+
| Current Directorships: |
| Name of Company |
+-----------------------------------------+
| Rusina Mining NL |
+-----------------------------------------+
| Fil-Asian Strategic Resources & |
| Properties Corporation |
+-----------------------------------------+
| Fil-Euro Asia Nickel Corporation |
+-----------------------------------------+
| Montemina Resources Corporation |
+-----------------------------------------+
| ZDMC Holdings Corporation (formerly |
| Fil-Asia Strategic Investment Holdings |
| Corporation) |
+-----------------------------------------+
| Zambales Diversified Metals Corporation |
| |
+-----------------------------------------+
| Zamnorth Holdings Corporation |
+-----------------------------------------+
| Zambales Chromite Mining Co., Inc. |
+-----------------------------------------+
| Mt. Lanat Metals Corporation |
+-----------------------------------------+
+----------------------------------------+
| Past Directorships: |
| Hiab Copper (Pty) Limited |
+----------------------------------------+
| Kinloch Resources Limited |
+----------------------------------------+
| Copper Mines of South Africa (Pty) Ltd |
| |
+----------------------------------------+
| Crater Mining (Pty) Ltd |
+----------------------------------------+
(iii) details of any option grants or share purchases made at the time of
appointment
On the Merger Implementation Date 24 June 2010, Mr Gregory will be issued with
415,800 post-consolidation European Nickel shares in consideration for his
outstanding Rusina share options.
(iv) details of the service contract
Rob Gregory has been appointed as Managing Director of the Company with effect
from yesterday. He will continue to be employed under his existing service
contract with Rusina Mining NL and Fil-Asia Strategic Resources and Properties
Corporation dated 28 February 2008 and as amended in a Letter of Variation dated
9 October 2009 (together the "Service Agreement"). The term of the Service
Agreement is to 7 November 2010 unless extended at the mutual agreement of the
parties to the agreement. In addition, the Service Agreement can be terminated
by either party giving not less than six months' prior notice or it can be
terminated immediately by the Company making a payment in lieu of notice.
Under the Service Agreement, Robert Gregory is entitled to a basic salary of
A$385,000 per annum ("Salary"). In addition, the Service Agreement provides for
a bonus of up to 30% of Salary on the achievement of key performance objectives
during the previous financial year and a further wholly discretionary bonus as
determined by the Board. In the event of Rob Gregory's retirement or the
termination the Service Agreement he will be paid one months' salary for every
12 months employment (or pro rata).
In circumstances where there has been a change of control through the change of
more than half of the composition of the Board or of half of the voting rights
attaching to the shares and the Service Agreement is terminated within 12 months
of the change of control the Company shall give Rob Gregory not less than 12
months notice or shall make a payment in lieu of notice.
While Rob Gregory is based in the Philippines he will be provided with
accommodation and amenities and two return trips a year to Australia for himself
and his family.
Mark Hanlon
(i) the director's full name and age together with any previous names;
Timothy Marcus Stephen Hanlon, age 50
(ii) the names of all companies and partnerships of which the director has been
a director or partner at any time in the previous five years, indicating whether
or not the director is still a director or partner;
+---------------------------------------+
| Current Directorships: |
| Name of Company |
+---------------------------------------+
| Rusina Mining NL |
+---------------------------------------+
| Buprestid Pty Ltd |
+---------------------------------------+
| Fil-Asian Strategic Resources & |
| Properties Corporation |
+---------------------------------------+
| Zambales Diversified Metals |
| Corporation |
+---------------------------------------+
Past Directorships:
ZDMC Holdings Corporation (formerly Fil-Asia Strategic Investment Holdings
Corporation)
(iii) details of any option grants or share purchases made at the time of
appointment
On the Merger Implementation Date 24 June 2010, Mr Hanlon will be issued with
276,800 post-consolidation European Nickel PLC shares in consideration for his
outstanding Rusina Mining NL share options.
(iv) details of the service contract
Mark Hanlon has been appointed as Finance Director of the Company with effect
from yesterday. He will continue to be employed under his existing service
contract with Rusina Mining NL dated 30 September 2006 and as amended in a
Letter of Variation dated 9 October 2009 (together the "Service Agreement"). In
addition, the Service Agreement can be terminated by either party giving not
less than six months' prior notice or it can be terminated immediately by the
Company making a payment in lieu of notice.
Under the Service Agreement, Mark Hanlon is entitled to a basic salary of
A$275,000 per annum ("Salary"). In addition, the Service Agreement provides for
a bonus of up to 30% of Salary on the achievement of key performance objectives
during the previous financial year and if no objectives have been agreed the
Board may determine to award a wholly discretionary bonus. Under the Service
Agreement the Company shall pay, by of pension contribution, a sum equivalent to
9% of Salary. Also, in the event of Mark Hanlon's retirement or the termination
the Service Agreement he will be paid one months' salary for every 12 months
employment (or pro rata).
In circumstances where there has been a change of control through the change of
more than half of the composition of the Board or of half of the voting rights
attaching to the shares and the Service Agreement is terminated within 12 months
of the change of control the Company shall give Mark Hanlon not less than 12
months notice or shall make a payment in lieu of notice."
This information is provided by RNS
The company news service from the London Stock Exchange
END
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