AMARA MINING : Results of Court and General Meeting (414.90kB)

3e226a70-3d7e-436a-9870-6a0ea0628576.pdf

8 April 2016 AIM:AMA

Amara Mining plc ("Amara" or the "Company")

RECOMMENDED COMBINATION OF PERSEUS MINING LIMITED AND AMARA MINING PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

RESULTS OF COURT AND GENERAL MEETING

The Board of Amara is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Perseus Mining Limited ("Perseus") (ASX/TSX: PRU) of the entire issued and to be issued ordinary share capital of Amara, to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Amara Shareholders voted to:

• approve the Scheme by the necessary majority, at the Court Meeting; and

  
  

• pass the Special Resolution in connection with the approval of the Scheme, the re- registration of Amara as a private company and the amendment of Amara's Articles of Association, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 18 March 2016 that was sent to Amara Shareholders (the "Scheme Document"), which is available on Amara's website at www.amaramining.com.

Unless otherwise stated, capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Voting results of the Court Meeting

At the Court Meeting, the required majority in number of those Scheme Shareholders present and voting, either in person or by proxy, representing approximately 90.23 per cent. in nominal value of all Scheme Shares in respect of which votes were cast, voted in favour of the Scheme. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:

Results of Court Meeting	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme
FOR	234,184,691	90.03	120	90.23	55.66
AGAINST	25,923,023	9.97	13	9.77	6.16
TOTAL	260,107,714	100.00	133	100.00	61.82

Voting results of the General Meeting

At the General Meeting, the Special Resolution was duly passed on a poll vote. The voting of those Amara Shareholders who cast votes either in person or by proxy at the General Meeting was as follows:

Special Resolution	Number of votes	Percentage of votes
FOR	254,607,630	90.76
AGAINST	25,931,020	9.24
TOTAL	280,538,650	100
WITHHELD *	4,000

* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

Scheme Court Hearing

In order to become effective, the Court will need to sanction the Scheme at the Scheme Court Hearing. It is anticipated that the Scheme Court Hearing will be held on or around 15 April 2016 and that the Scheme will become effective on or around 18 April 2016.

Expected Timetable of Events and Next Steps

Completion of the Combination remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the aforementioned sanction of the Scheme. A full list of the Conditions to the implementation of the Combination is included in the Scheme Document.

It is intended that dealings in Amara Shares will be suspended at 7.30 a.m. on 18 April 2016 (not

5.00 p.m. on 15 April 2016, as previously set out in the Scheme Document). The last day for dealings in, and for registration of transfers in Amara Shares will therefore be 15 April 2016. If the Court sanctions the Scheme it is intended that Perseus will procure that Amara makes an application to cancel the admission to trading of Amara Shares on AIM, to take effect on 22 April 2016. The above dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied.

The expected timetable of remaining principal events is attached as an appendix to this announcement.

For more information please contact:

Amara Mining plc John McGloin, Chairman and Chief Executive Officer Pete Gardner, Finance Director Katharine Sutton, Head of Investor Relations	[phone]
BMO Capital Markets (Financial Adviser to Amara) Jeffrey Couch, Managing Director Gary Mattan, Managing Director Tom Rider, Director	[phone]
Peel Hunt LLP (Nominated Adviser & Broker to Amara) Matthew Armitt Ross Allister	[phone]
CTF Communications (Media Relations) James MacFarlane	[phone]
Perseus Mining Limited Jeff Quartermaine, Managing Director and Chief Executive Officer Nathan Ryan, Investor Relations	[phone] [phone]
Arlington Group Asset Management Limited (Financial Adviser to Perseus) Richard Greenfield	[phone]

Further information

BMO Capital Markets, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Amara and no one else in connection with the Combination and will not be responsible to any person other than Amara for providing the protections afforded to clients of BMO Capital Markets or for providing advice in connection with the Combination or any other matter referred to herein.

Peel Hunt LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Amara and no one else in connection with the Combination and will not be responsible to any person other than Amara for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in connection with the Combination or any other matter referred to herein.

Arlington Group Asset Management Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Perseus and no one else in connection with the Combination and will not be responsible to any person other than Perseus for providing the protections afforded to clients of Arlington or for providing advice in connection with the Combination or any other matter referred to herein.

This announcement is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain other information provided by Amara Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Amara may be provided to Perseus during the offer period as required under Section 4 of Appendix 4 of the Code.

Overseas jurisdictions

The availability of the New Perseus Shares and the Warrants in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe any applicable restrictions. Amara Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in their relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales, applicable Australian and Canadian securities laws and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The availability of the Combination, the New Perseus Shares and the Warrants to Amara Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Perseus or required by the Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Any failure to comply with the restrictions of a Restricted Jurisdiction