TIDMPOL
RNS Number : 1144J
Polo Resources Limited
07 April 2020
This announcement contains inside information as defined in
Article 7 of the EU Market Abuse Regulation No 596/2014 and has
been announced in accordance with the Company's obligations under
Article 17 of that Regulation.
7 April 2020
POLO RESOURCES LIMITED
( " Polo " or the " Company ")
Update on Polo increasing interest in GCM, Issue of Equity,
False Allegations, Update on Adjourned AGM, Non-Executive Director
and Total Voting Rights
Polo Resources Limited (AIM:POL), the multi-sector investment
company with interests in oil, gold, coal, copper, phosphate,
lithium, iron and vanadium, announces that further to the Company's
announcements on 6, 12 and 21 February 2020, concerning the
transaction between the Company's subsidiary, Polo Investments
Limited ("PIL") and Dyani Corporation Limited ("Dyani") in relation
to the acquisition of shares of GCM Resources plc ("GCM") (the
"Transaction"), the Company can confirm, having taken appropriate
advice, it is satisfied that there are no regulatory or legal
matters preventing it from entering into the Transaction.
As a result of the Company's inability to complete the
Transaction in accordance with the agreed terms following the
complaints by Phronimos Capital LLC ("Phronimos"), the Company has
had to agree to revised terms in order to consummate the
Transaction.
PIL has agreed with Dyani to acquire 16,101,931 shares in GCM
for a consideration of GBP1,682,651.79 (the "Consideration") or at
10.45 pence per share. The Consideration is at a 2.8% discount to
GCM's last traded share price on 31 March 2020. The Consideration
will be payable by the issuance of 72,216,815 new ordinary shares
in the Company at 2.33 pence per share ("Consideration Shares").
The Consideration Shares will be issued at a 40% premium to the
Company's last traded share price on 31 March 2020. 50% of the
Consideration Shares amounting to 36,108,408 shares will be subject
to a 12 month lock in. Upon completion, Polo will become the
largest shareholder of GCM with 33,595,643 shares (approximately
29.9%) from 17,493,712 shares (approximately 15.57%) currently. The
Company welcomes Dyani as the largest shareholder with 18.8% of the
enlarged share capital.
GCM (AIM: GCM) is listed on AIM and is developing a world class
coal resource of 572 million tonnes (JORC 2004 compliant) and 6,000
mega-watts of mine mouth power plants utilising highly
energy-efficient ultra-supercritical technology, known as the
Phulbari Coal and Power Project, in North West Bangladesh. Polo has
been a significant shareholder and promoter of GCM since 2008. In
the past 18 months, GCM has made considerable progress with the
project, as reported in various GCM announcements. Dyani has been
seeking to divest its shareholding in GCM in order to qualify
themselves to receive further GCM shares pursuant to a pre-existing
arrangement with GCM and had sought Polo's assistance. Polo has
been endeavoring for several years to increase its exposure to GCM
following several rounds of dilution as well as to reinstate its
position as the largest shareholder. The Transaction represents an
opportunity for Polo to increase its shareholding in GCM and
enables the Company to increase its asset base without any cash
outlay and to issue new shares at a substantial premium to its
market value. The Board is hopeful that the current Coronavirus
Disease pandemic will encourage the Government of Bangladesh to
enhance its energy source security by utilising local coal
following supply and importation disruptions. The Board views this
Transaction to be a considerable value driver for shareholders and
in their best interests.
Allegations by Phronimos and its principal, Mr. Sam John
Phronimos and its principal, Mr. Sam John, continues to
disseminate false information concerning the Company. As announced
on 21 February 2020, the Board will be seeking legal redress
against Phronimos and Mr. Sam John to protect the interests of the
Company and shareholders.
Adjourned AGM
The Board has determined to defer its adjourned Annual General
Meeting which was held on 21 January 2020 ("AGM") due to the
Coronavirus Disease pandemic and associated lockdowns in a number
of countries preventing directors and shareholders from attending
the meeting. Due to the lockdowns the Company does not have the
facilities to hold the AGM by phone. The Company shall re-convene
the AGM as soon as reasonably practicable after the lockdowns are
over.
Non-Executive Director
The Board is continuing to identify an appropriate Non-Executive
Director via its network of business associates.
Total Voting Rights
The Company will shortly make an application to the London Stock
Exchange for the admission to trading on AIM ("Admission") of
72,216,815 Consideration Shares. The Consideration Shares rank pari
passu in all respects with the Company's existing ordinary shares
and Admission is expected to become effective at 8:00 a.m. on 15
April 2020. Following the anticipated admission of these shares,
the total number of ordinary shares of no par value in the Company
in issue will be 384,005,966 with each share carrying the right to
one vote.
The figure of 384,005,966 may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the Disclosure and Transparency Rules.
For further information, please contact:
Polo Resources Limited +27 (0) 787 312
- Kudzayi Denenga, Investor Relations 919
Allenby Capital Limited (Nominated adviser
& broker) +44 (0) 20 3328
- John Depasquale 5657
About the Company
Polo Resources Limited is a multi-sector investment company
focused on investing in undervalued companies and projects with
strong fundamentals and attractive growth prospects. For further
details on Polo, please refer to: www.poloresources.com .
About GCM
GCM Resources plc is an AIM listed company and is developing a
world class coal resource of 572 million tonnes (JORC 2004
compliant) and 6,000 mega-watts of mine mouth power plants
utilising highly energy-efficient ultra-supercritical technology,
known as the Phulbari Coal and Power Project, in North West
Bangladesh. For further details on GCM, please refer to:
www.gcmplc.com.
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END
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