Premier Admission Document

161 Pages·2012·7.36 MB·English

by  Peter Hart

P R E M I E R

ManageMent Holdings plC
ReveRse takeoveR oF
Central asia resourCes l td
and admission to aim
PR E M I ER

ManageMent Holdings plC
stonebridge House
Chelmsford Road
Hatfield Heath
essex Cm22 7Bd
L
IBERTAS
L
IBERTAS
Libertas Capital Corporate Finance Limited
NomiNated adviser & Broker
17c Curzon street, London W1J 5HU
tel: [phone]
www.libertaspartnersllp.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this
document or as to what action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other
securities. If you have sold or otherwise transferred all of your Existing Ordinary Shares, please send this document, together with the
accompanying Form of Proxy, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer
was effected, for delivery to the purchaser or transferee.
This document comprises an admission document prepared in accordance with the AIM Rules and has been prepared in connection with the
application for admission to trading on AIM of the Enlarged Share Capital and Warrants. Application will be made for the Enlarged Share
Capital and the Warrants to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Enlarged
Share Capital and Warrants on AIM will commence at 08.00 a.m. on30 March2012. TheOrdinary Shares are not dealt on any other
recognised investment exchange and it is emphasised that no application has been, or is being, made for the Enlarged Share Capital and
Warrants to be admitted to any such exchange.
This document is not an approved prospectus for the purposes of section 85 of FSMA, has not been prepared in accordance with the Prospectus
Rules published by the Financial Services Authority (“FSA”) and a copy of it has not been, and will not be, delivered to the UK Listing Authority
in accordance with the Prospectus Rules or delivered to or approved by any other authority which could be a competent authority for the purposes
of the Prospectus Directive.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to
larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority.
A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with an independent financial adviser.
Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is
required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for
Nominated Advisers.
The London Stock Exchange has not itself examined or approved the contents of this document.
The whole of this document should be read and in particular your attention is drawn to the letter from the Chairman which is set out in Part I
of this document and which contains a recommendation from the Independent Director that you vote in favour of the Resolutions. You should
be aware that an investment in the Company involves a high degree of risk. The attention of the prospective investors is also drawn in particular
to Part II of this document which sets out certain risk factors relating to any investment in Ordinary Shares or Warrants. All statements regarding
the Group’s business, financial position and prospects should be viewed in light of these risk factors.
Premier Management Holdings plc
(Incorporated and registered in England and Wales with registered number 03896382)
Proposed Acquisition of Central Asia Resources Limited
Proposed Waiver of Rule 9 of the Takeover Code
Admission of Enlarged Share Capital and Warrants to trading on AIM
Proposed change of name
and
Notice of General Meeting
Nominated Adviser and Financial Adviser
The Company and the Directors whose names appear on page5of this document, accept responsibility both individually and collectively for the
information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the
import of such information. All of the Directors accept individual and collective responsibility for compliance with the AIM Rules. The Independent
Director accepts sole responsibility for the recommendations set out in paragraph 22 of the Chairman’s letter (Part I) of this document.
The Consideration Shares will, following allotment, rank pari passuin all respects with the Existing Ordinary Shares including the right to receive
all dividends and other distributions declared, made or paid on theOrdinaryShares after Admission.
This document does not constitute an offer to sell or a solicitation or offer to buy or subscribe for Ordinary Shares unless permitted by applicable
law and regulation. This document is not for distribution in the Prohibited Territories. The Ordinary Sharesand the Warrants have not been and
will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of the Prohibited Territories
or in any country, territory or possession where to do so would contravene local securities laws or regulations and theOrdinaryShares or
Warrants may not be offered or sold directly or indirectly within the Prohibited Territories or to, or for the account of benefit of, any person within
the Prohibited Territories. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore
any person into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws in any such jurisdictions.
Libertas Capital Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting as nominated adviser
and financial adviser to the Company in connection with the arrangements described in this document and will not be providing advice to any other
person in relation to the Admission or any other transaction or arrangement referred to in this document. Its responsibilities as the Company’s
nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not under the AIM Rules for
Nominated Advisers owed to the Company or to any Director or to any other person in respect of his or her decision to acquireOrdinaryShares or
Warrants in reliance on any part of this document. No representation or warranty, express or implied, is made by Libertas Capital Corporate Finance
Limitedas to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). Libertas
Capital Corporate Finance Limitedwill not be offering advice and will not otherwise be responsible to anyone other than the Company for providing
the protections afforded to customers of Libertas Capital Corporate Finance Limitedor for providing advice in relation to the contents of this document
or any other matter. No liability is accepted Libertas Capital Corporate Finance Limitedfor the accuracy of any information or opinions contained
in, or for the omission of any material information from, this document, for which the Companyandthe Directors are solely responsible.
A notice convening a General Meeting of the Company to be held at the offices of Nabarro LLP at Lacon House, Theobald’s Road,
LondonWC1X 8RW at10.00a.m. on29 March2012 is set out at the end of this document. The Form of Proxy for use at the meeting is enclosed
with this document and should be returned as soon as possible and, in any event, to arrive at the offices of the Company’s Registrars, Capita
Registrars, PXS 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than27 March2012 at10.00a.m., being 48 hours before the time
for holding the General Meeting. The completion and depositing of a Form of Proxy will not preclude Shareholders from attending, speaking
at and/or voting in person at the General Meeting should they wish to do so.
This document will also be available for download from the Company’s websitewww.premiermgt.info/Premier_Mgt/INVESTOR_RELATIONS.
CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4
KEY STATISTICS 4
DIRECTORS,SECRETARY AND ADVISERS 5
DEFINITIONS 7
GLOSSARY OF TECHNICAL TERMS 12
FORWARD-LOOKING STATEMENTS 13
PART I : LETTER FROM THE CHAIRMAN OF PREMIER 14
1. Introduction 14
2. Background to and reasons for theAcquisition 15
3. Information on theEnlargedGroup 16
4. Information onPremier 21
5. Strategy and employment of theEnlargedGroup 22
6. Principal terms of theAcquisition 22
7. Loan facility withCAR 22
8. Current trading and prospects 23
9. Directors and employees 23
10. Corporate governance 24
11. Share option schemes 25
12. Dividend policy 25
13. GeneralMeeting 25
14. Irrevocable undertakings 25
15. Taxation 25
16. Admission, settlement and dealings 26
17. Lock-in and orderly market agreement 26
18. Reverse takeover and theTakeoverCode 26
19. Information on theConcertParty 27
20. Action to be taken 29
21. Further information 29
22. Recommendation 29
PART II: RISK FACTORS 30
PART III: INFORMATION ON THE CONCERT PARTY 39
PART IV: COMPETENT PERSON’S REPORT 41
PART V: FINANCIAL INFORMATION ON PREMIER 101
2
PART VI: FINANCIAL INFORMATION ON CAR, PAR AND ALJI 102
1. Financial information on CAR 102
2. Financial information on PAR 110
3. Financial information on Alji 111
PART VII: PRO FORMA STATEMENT OF NET ASSETS OF THE ENLARGED GROUP 127
PART VIII: TERMS AND CONDITIONS OF THE WARRANTS 128
PART IX: ADDITIONAL INFORMATION 134
1. Responsibility statements and consents 134
2. The Company 134
3. Share capital of theCompany 135
4. Premier subsidiary undertakings 136
5. CAR, PAR and Alji 136
6. The Articles 136
7. The interests of Directors 142
8. Additional information on the Directors 143
9. Directors’ service agreements and letters of appointment 145
10. The ShareOptionScheme 146
11. Taxation 148
12. Working capital 150
13. Litigation 150
14. Material contracts of the Group 151
15. Additional information required by the TakeoverCode 153
16. Related party transactions 156
17. General 157
18. Documents on display 158
19. Availability of admission document 158
NOTICE OF GENERAL MEETING OF PREMIER MANAGEMENT HOLDINGS PLC 159
3
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 13M arch2012
Latest time and date for receipt of Forms of Proxy in respect of the GM 10.00a.m.on27 March2012
Time and Date of the General Meeting 10.00a.m. on29 March2012
Completion of the Acquisition and Admission 30 March2012
Dealings in the Enlarged Share Capital and Warrants to 30 March2012
commence on AIM and CREST accounts expected to be
credited in respect of Consideration Shares and Warrants
Despatch of definitive share certificates in respect of Consideration 13 April2012
Shares and Warrants to be held in certified form
Each of the dates in the above timetable is subject to change. Changes to the above timetable will be
notified through a Regulatory Information Service and/or to Shareholders as appropriate. All references
to times in this document are to London times unless otherwise stated.
KEY STATISTICS
Closing Price per Ordinary Share on 15 November 2011 (last day prior to suspension) 0.76p
Number of Existing Ordinary Shares as at the date of this document 528,745,125
Implied Price of the Consideration Shares 3p
Number of Consideration Shares being issued pursuant to the Acquisition 83,333,333
Enlarged Share Capital on Admission1,2 612,078,458
Consideration Shares as a percentage of Enlarged Share Capital 13.61%
Number of Warrants in issue following Admission 175,799,093
ISIN Number of Existing Ordinary Shares and Consideration Shares GB0002636438
ISIN Number of Warrants GB00B5916V19
Exchange rate of £ to Kyrgyz Som (£: KGS) 73
1 Assuming no exercise of Warrants between the date of this document and Admission
2 Enlarged Share Capital on Admission is the aggregate of the Existing Ordinary Shares and the Consideration Shares issued
pursuant to the Acquisition
4
DIRECTORS SECRETARY AND ADVISERS
Directors: Gerald Desler FCA (Chairman and Finance Director)
Richard Nolan (Chief Operating Officer)
Dr Reza Tabrizi (Executive Director)
Christian Schaffalitzky de Muckadell (Christian Schaffalitzky)
(Non-Executive Director)
Registered andHeadOffice: Stonebridge House
Chelmsford Road
Hatfield Heath
Essex CM22 7BD
CompanySecretary: Gerald Desler FCA
Nominated Adviser and Libertas Capital Corporate Finance Limited
Financial Adviser: 17c Curzon Street
London W1J 5HU
Broker: Rivington Street Corporate Finance
3rd Floor
3 London Wall Buildings
London Wall
London EC2M 5SY
UK Reporting Accountant and Adler Shine LLP
Auditor to the Company: Aston House
Cornwall Avenue
LondonN3 1LF
UK Legal Advisers to the Company: Nabarro LLP
Lacon House
Theobald’s Road
LondonWC1X 8RW
UK Legal Advisers to the MaclayMurray and Spens LLP
Nominated Adviser: One London Wall
LondonEC2Y 5AB
Registrar: CapitaRegistrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Competent Person: ACA Howe International Limited
254 High Street
Berkhamsted
HertsHP4 1AQ
Kyrgyz Legal Advisers to Kalikova & Associates
the Company: 71, Erkindik Avenue
Bishkek, 720040
Kyrgyz Republic
5
Kyrgyz Reporting Accountant: PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London EC1M 3AP
Company Website: www.premiermgt.info
Documents on display can be found at: www.premiermgt.info/Premier_Mgt/INVESTOR_RELATIONS
6
DEFINITIONS
The following words and expressions shall have the following meanings in this document unless the
context otherwise requires:
“2006 Act” the Companies Act 2006, as amended;
“Acquisition” the proposed acquisition of the entire issued share capital of CAR
by Premier pursuant to the CAR Option Deed;
“Admission” the re-admission of the Existing Ordinary Shares and admission
of the Consideration Shares and Warrants to trading on AIM and
such admission becoming effective in accordance with Rule 6 of
the AIM Rules;
“Admission Document” this document dated13 March2012;
“AlM” a market operated by the London Stock Exchange;
“AIM Rules” the Rules for Companies as published by the London Stock
Exchange and those other Rules of the London Stock Exchange
which govern the admission of securities to trading on, and the
regulation ofAIM;
“Alji” Alji LLC of 72/972/9, Kalyk Akiev Street, Bishkek, Kyrgyz
Republic;
“Alji Acquisition” the acquisition of the entireparticipatory interests inAlji by PAR;
“Alji Nominees” Chynarbek Tegizbekov, Edil Kasmanbetov, Shakir Guparov and
Muratbek Kamchybekov;
“Alji SPA” the sale and purchase agreement dated 14 June 2011 between
Chynarbek Tegizbekov and PAR in connection with the Alji
Acquisition;
“Alji Projects” together the Cholokkaindy Project and the Uzunbulak Project;
“Articles” the articles of association of the Company;
“Business Day” a day other than a Saturday, Sunday or other day when banks in the
City of London, England are not generally open for business;
“Board” or “Directors” the board of directors of the Company, whose names are set out in
Part 1 of this document;
“CAR” Central Asia Resources Limited of Stonebridge House,
Chelmsford Road, Hatfield Heath, Essex, CM22 7BD, UK;
“CAR Option” the option to acquire the entire issued share capital of CAR
granted to the Company pursuant to the CAR Option Deedand as
varied by the Deed of Variation;
“CAR Option Deed” the call option deed dated 27 November 2010 between (1) Old
Church Street Holdings Limited (2) Adzak Investments Limited
and (3) the Company pursuant to which the Company has been
granted the CAR Option;
“Central Asia” Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan and
Uzbekistan;
7
“Cholokkaindy Project” the gold exploration project in the Cholokkaindy deposit,
PanfilovPanfilov district, Chui region, Kyrgyz Republic
authorised under the Cholokkaindy Project Licence;
“Cholokkaindy Project the Cholokkaindy Project exploration licence no 1684 AP issued
Licence” by the Ministry of Natural Resources in Kyrgyzstan on 18 March
2008 and effective until 10 March 2013;
“Cholokkaindy Project licence agreement No. 4 executed between the Mining Industry
Licence Agreement” Regulator and Alji on 14 October 2011;
“CIS” the Commonwealth of Independent States;
“Closing Price” the closing middle market price of an Ordinary Share as derived
from the AIM Appendix to the Daily Official List on
15November 2011 (being the last day prior to the suspension of
Ordinary Shares fromtrading);
“Company” or “Premier” PremierManagement Holdings plc;
“Completion” completion of the Acquisition, which is due to take place on
30March2012;
“Concert Party” for the purposes of the Code, John McKeon,Mark Pearson, Susan
McKeon, Christian Schaffalitzky, Nick Trew, Arslan Koichiev,
Richard Nolan, and Dr Reza Tabrizi,further details of which are
set out in Part III of thisdocument;
“Consideration Shares” the new Ordinary Shares to be issued and allotted to the Vendors
pursuant to the CAR Option Deed;
“Convertible Loan Notes” the £151,000 convertible loan notes constituted by a convertible
loan note instrument dated 27 October 2010 and issued by the
Company on 12 November 2010;
“CPR” the Competent Person’s Report in relation to the Cholokkaindy
Project Licenceand the Uzunbulak Project Licence;
“CREST” the relevant system (as defined in the Uncertificated Securities
Regulations) in respect of which Euroclear UK & Ireland is the
operator(as defined in the Uncertificated Securities Regulations)
in accordance with which securities may be held or transferred in
uncertificated form;
“Deed of Variation” the deed of variation dated 13 December 2011 between (1) Old
Church Street Holdings Limited and (2) the Company varying the
terms of the CAR Option Deed;
“Directors” the directors of the Company whose names appear on page 5 of
this document;
“DTRs” the Disclosure and Transparency Rules issued by the FSA;
“Eurasia” Eurasia Mining Plc;
“Euroclear UK & Ireland” Euroclear UK & Ireland Limited;
“Enlarged Group” the Group as enlarged by the Acquisition;
“Enlarged Share Capital” the issued share capital of the Company on Admission, following
the Acquisition and assuming no exercise of any Warrants
between the date of this document and Admission;
8
“Existing Ordinary Shares” the 528,745,125 Ordinary Shares in issue at the date of this
document;
“Football Business” the sports player and manager representation business and related
assetspreviously owned bythe Company;
“Form of Proxy” the form of proxy to be used by holders of Existing Ordinary
Shares in connection with the GM;
“FSA” the Financial Services Authority of the United Kingdom;
“FSMA” the Financial Services and Markets Act 2000, as amended;
“GM” or “General Meeting” the general meeting of the Company to be held on29 March2012,
notice of which is set out at the end of this document;
“Group” or “Premier Group” Premierand its existing subsidiaries;
“Independent Director” Gerald Desler;
“Independent Shareholders” holders of Ordinary Shares that are not members of the
ConcertParty;
“Investing Company” any AIM company which has as its primary business or objective
the investing of funds in securities, businesses or assets of
anydescription;
“Heads of Agreement” the heads of agreement dated 15 October 2010 between CAR and
Alji in respect of exploration work at the Cholokkaindy Project
and the establishment of PAR;
“KGS” Kyrgystani Soms, the lawful currency of the Kyrgyz Republic;
“Land Code” the Land Code of the Kyrgyz Republic dated 2 June 1999,
amended on 16 November 2011;
“Libertas” Libertas Capital Corporate Finance Limited, nominated adviser and
financial adviser to the Company in respect of the Rule 9Waiver;
“Loan” the loan by Ab fin S.A to the Company pursuant to a loan agreement
dated 26 March 2004 and subsequently assigned to Barry Gold;
“London Stock Exchange” London Stock Exchange plc;
“Manas” Manas Resources LLC of 71 Erkindik Boulevard, 720040,
Bishkek, Kyrgyz Republic;
“Manas Put Option” the agreement dated 4 August 2011 between Alji, PAR and Manas;
“Mining Industry Regulator” the State Agency for Geology and Mineral Resources under the
Government of the Kyrgyz Republic, legal successor of the
Ministry of Natural Resources of the Kyrgyz Republic;
“Model Code” the Model Code on directors’ dealings in securities as set out in
Listing Rule 9, Annex 1 contained in the Listing Rules of the
FSA’s Handbook of Rules and Guidance;
“Notice of GM” the Notice of General Meeting set out at the end of this document;
“Official List” the Official List of the UK Listing Authority;
“Option Agreement” the option agreement entered into between Barry Gold and the
Company pursuant to which the Company granted to Barry Gold
an option to acquire the Football Business;
9