Editor's Pick: The week ahead....
(BRR.L) Braemore Resources PLC Buy/Sell
n/a
+0.00
(n/a%)
Add to portfolio
Set Alert
Level 2
Desktop Trader
News
Be automatically updated! Get company news by RSS.
Click here for the feed: RSS Feed or learn more about the benefits RSS
| Date/Time | Headline | Source |
|---|---|---|
| 1 | ||
| 02-11-09 | RNS |
|
|
RNS Number : 7084B AIM 02 November 2009
NOTICE (763) 02/11/2009 7:00am
CANCELLATION OF ADMISSION OF SECURITIES TO TRADING ON AIM
BRAEMORE RESOURCES PLC At the request of the company, trading on AIM for the under-mentioned securities have been cancelled from 02/11/2009 07:00.
Ordinary Shares of 0.1p each (B06GJQ0)(GB00B06GJQ01)
If you have any queries relating to the above, please contact the company's nominated adviser on 020 7220 1666.
AIM REGULATION Ref: AIMNOT763 This information is provided by RNS The company news service from the London Stock Exchange END
AMOMMBATMMJJBRL More |
||
| 30-10-09 | RNS |
|
|
RNS Number : 7074B Jubilee Platinum PLC 30 October 2009 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. 30 October 2009 Recommended offer for Braemore Resources plc by Jubilee Platinum plc Scheme of Arrangement becomes Effective Jubilee Placing acquisition condition met The scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to implement the acquisition by Jubilee Platinum plc ("Jubilee") of the entire issued and to be issued share capital of Braemore Resources plc ("Braemore") has now become effective in accordance with its terms and the acquisition has been completed. On 29 October 2009, the High Court of Justice in England and Wales (the "Court") made an order (the "Court Order") sanctioning the Scheme and confirming the associated reduction of capital. The Court Order has been delivered to the Registrar of Companies in England and Wales and has been registered today. On 7 August 2009, Jubilee announced a placing by FinnCap of 44,166,666 new shares (the "Placing Shares") for cash to raise £13.25 million (the "Placing"). The Placing was conditional, inter alia, on the acquisition by Jubilee of the entire issued and to be issued share capital of Braemore. In consequence of the Scheme becoming effective, this condition has been met. Following the Scheme becoming effective, 89,107,183 new Jubilee Shares will be issued, comprising 44,940,517 New Jubilee Shares to be issued to former Braemore Shareholders on the UK Register at the Scheme Record Time (the "New UK Jubilee Shares") and 44,166,666 Placing Shares to be issued pursuant to the Placing. The exact number of shares to be issued to Braemore Shareholders on the SA Register (the "New SA Jubilee Shares") will be determined on the JSE Record Date, which is 6 November 2009. The final number of New Jubilee Shares, comprising the New UK Jubilee Shares and New SA Jubilee Shares, will be announced on or about 9 November 2009. An application has been made to the London Stock Exchange plc for the New UK Jubilee Shares and the Placing Shares to be admitted to trading on AIM. These shares will rank pari passu with Jubilee's existing ordinary shares and it is expected that the New UK Jubilee Shares and the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 2 November 2009. The JSE has granted a listing for the New SA Jubilee Shares on the Main Board of the JSE with effect from the commencement of business on 2 November 2009. Trading in Braemore ordinary shares on AIM will be cancelled with effect from 2 November 2009. In accordance with the requirements of the JSE, the listing of Braemore Shares on the JSE is expected to terminate with effect from 9 November 2009. Capitalised terms used, but not defined, in this announcement have the same meaning given to them in the circular posted to shareholders on 14 September 2009 (the "Scheme Document"). Expected timetable of principal events
Shares on AIM at commencement of trade
commencement of trade
the JSE at commencement of trade
Shares in uncertificated form
(held at their CSDP or broker) updated on or about
Shares on the JSE on or about
Jubilee Shares trading on AIM All references to times are to times in London (unless otherwise stated). Enquiries:
7608/ 9
1658
3924
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. This information is provided by RNS The company news service from the London Stock Exchange END
OUPILFVEILLIVIA More |
||
| 30-10-09 | RNS |
|
|
RNS Number : 7046B Braemore Resources PLC 30 October 2009 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. AIM: BRR / JSE: BRE Recommended offer for Braemore Resources plc by Jubilee Platinum plc Scheme of Arrangement becomes Effective Jubilee Placing acquisition condition met The scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to implement the acquisition by Jubilee Platinum plc ("Jubilee") of the entire issued and to be issued share capital of Braemore Resources plc ("Braemore") has now become effective in accordance with its terms and the acquisition has been completed. On 29 October 2009, the High Court of Justice in England and Wales (the "Court") made an order (the "Court Order") sanctioning the Scheme and confirming the associated reduction of capital. The Court Order has been delivered to the Registrar of Companies in England and Wales and has been registered today. On 7 August 2009, Jubilee announced a placing by FinnCap of 44,166,666 new shares (the "Placing Shares") for cash to raise £13.25 million (the "Placing"). The Placing was conditional, inter alia, on the acquisition by Jubilee of the entire issued and to be issued share capital of Braemore. In consequence of the Scheme becoming effective, this condition has been met. Following the Scheme becoming effective, 89,107,183 new Jubilee Shares will be issued, comprising 44,940,517 New Jubilee Shares to be issued to former Braemore Shareholders on the UK Register at the Scheme Record Time (the "New UK Jubilee Shares") and 44,166,666 Placing Shares to be issued pursuant to the Placing. The exact number of shares to be issued to Braemore Shareholders on the SA Register (the "New SA Jubilee Shares") will be determined on the JSE Record Date, which is 6 November 2009. The final number of New Jubilee Shares, comprising the New UK Jubilee Shares and New SA Jubilee Shares, will be announced on or about 9 November 2009. An application has been made to the London Stock Exchange plc for the New UK Jubilee Shares and the Placing Shares to be admitted to trading on AIM. These shares will rank pari passu with Jubilee's existing ordinary shares and it is expected that the New UK Jubilee Shares and the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 2 November 2009. The JSE has granted a listing for the New SA Jubilee Shares on the Main Board of the JSE with effect from the commencement of business on 2 November 2009. Trading in Braemore ordinary shares on AIM will be cancelled with effect from 2 November 2009. In accordance with the requirements of the JSE, the listing of Braemore Shares on the JSE is expected to terminate with effect from 9 November 2009. Capitalised terms used, but not defined, in this announcement have the same meaning given to them in the circular posted to shareholders on 14 September 2009 (the "Scheme Document"). Expected timetable of principal events
Shares on AIM at commencement of trade
commencement of trade
the JSE at commencement of trade
Shares in uncertificated form
(held at their CSDP or broker) updated on or about
Shares on the JSE on or about
Jubilee Shares trading on AIM All references to times are to times in London (unless otherwise stated). Enquiries:
7608/ 9
1658
3924
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. This information is provided by RNS The company news service from the London Stock Exchange END
MSCEASEEDFNNFFE More |
||
| 29-10-09 | RNS |
|
|
RNS Number : 6051B Braemore Resources PLC 29 October 2009 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Recommended offer for Braemore Resources plc by Jubilee Platinum plc Court order sanctioning scheme and confirming reduction of capital Braemore Resources plc ("Braemore") announces that, at a hearing held earlier today, the High Court of Justice in England and Wales sanctioned the Scheme of Arrangement (the "Scheme") in relation to the recommended acquisition of Braemore by Jubilee Platinum plc ("Jubilee"). The Court also confirmed the reduction of share capital involved therein. This Scheme was approved by the requisite majorities of Braemore Shareholders at the Court Meeting and the General Meeting which were both held on 7 October 2009. The Scheme is conditional on the delivery of an office copy of the Court Order sanctioning the Scheme and confirming the reduction of capital being registered with the Registrar of Companies in England and Wales. This is expected to be on 30 October 2009. Trading in Braemore ordinary shares on AIM has been temporarily suspended. The cancellation of admission of Braemore Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that such cancellation will take effect at 7.00 a.m. on 2 November 2009. The last day to trade in the Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE. Capitalised terms used, but not defined, in this announcement have the same meaning given to them in the circular posted to shareholders on 14 September 2009 (the "Scheme Document"). Expected timetable of principal events
JSE
commencement of trade
commencement of trade
the JSE at commencement of trade
Shares in uncertificated form
(held at their CSDP or broker) updated on or about
Shares on the JSE on or about
Jubilee Shares trading on AIM All references to times are to times in London (unless otherwise stated). Enquiries:
Louise Goodeve / Leah Kramer Walbrook PR Tel +44 (0) 207 933 8780
Advisers to Braemore
Legal adviser in South Africa Eversheds
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. This information is provided by RNS The company news service from the London Stock Exchange END
OUPPUGWWUUPBGWB More |
||
| 29-10-09 | RNS |
|
|
RNS Number : 5516B Braemore Resources PLC 29 October 2009 AIM: BRR / JSE: BRE Braemore Resources plc ("Braemore" or "the Company") Suspension of Trading in Shares On 7 October 2009 Braemore announced that its shareholders had approved the proposal for the acquisition by Jubilee Platinum plc of the whole of the issued and to be issued ordinary share capital of Braemore to be implemented by way of scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'). The shares in Braemore have been suspended from trading today on AIM pending the Court hearing being held today to sanction the Scheme. The shares will continue to trade on the JSE Limited but it is anticipated that their listing on the JSE Limited will terminate with effect from the commencement of business on Monday, 2 November 2009 should all the Conditions to the Scheme be satisfied. Enquiries:
Louise Goodeve / Leah Kramer Walbrook PR Tel +44 (0) 207 933 8780 This information is provided by RNS The company news service from the London Stock Exchange END
SRSEAXEPASENFFE More |
||
| 29-10-09 | RNS |
|
|
RNS Number : 5076B AIM 29 October 2009
NOTICE (754) 29/10/2009 7:00am
TEMPORARY SUSPENSION OF TRADING ON AIM
BRAEMORE RESOURCES PLC At the request of the company, trading on AIM for the under-mentioned securities has been temporarily suspended from 29/10/2009 7:00am.
Ordinary Shares of 0.1p each (B06GJQ0)(GB00B06GJQ01)
If you have any queries relating to the above, please contact the company's nominated adviser on 020 7220 1666.
AIM REGULATION Ref: AIMNOT754 This information is provided by RNS The company news service from the London Stock Exchange END
EXCPUGWGUUPBGGR More |
||
| 08-10-09 | RNS |
|
|
RNS Number : 4979A Braemore Resources PLC 08 October 2009 A second and final Price Monitoring Extension has been activated in this security. The closing auction call period is extended in this security for a further 5 minutes. Following the first price monitoring extension this security would still execute more than a pre-determined percentage above or below the price of the previous automated execution today. London Stock Exchange electronic order book users have a final opportunity to review the prices and sizes of orders entered in this security prior to the auction call execution which will set today's closing price. The applicable percentage is set by reference to a security's TradElect sector. This is set out in the Sector Breakdown tab of the TradElect Parameters document at www.londonstockexchange.com/en-gb/products/membershiptrading/tradingservices</f ipP> This information is provided by RNS The company news service from the London Stock Exchange END
APMBUBDGGSGGGCI More |
||
| 08-10-09 | RNS |
|
|
RNS Number : 4965A Braemore Resources PLC 08 October 2009 Today's closing auction call period has been extended in this security by 5 minutes. Auction call extensions give London Stock Exchange electronic order book users a further opportunity to review the prices and sizes of orders entered in an individual security during the initial auction call before the execution occurs. A price monitoring extension is activated when the matching process would have otherwise resulted in an execution price that is a pre-determined percentage above or below the price of the last automated execution today. The applicable percentage is set by reference to a security's TradElect sector. This is set out in the Sector Breakdown tab of the TradElect Parameters document at www.londonstockexchange.com/en-gb/products/membershiptrading/tradingservices</f ipP> This information is provided by RNS The company news service from the London Stock Exchange END
PMEILFVEIELTIIA More |
||
| 07-10-09 | RNS |
|
|
RNS Number : 4115A Braemore Resources PLC 07 October 2009 Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 7 October 2009 Braemore Resources plc ("Braemore" or "the Company") Recommended offer for Braemore Resources plc by Jubilee Platinum plc Result of Court Meeting and General Meeting Braemore Resources plc (AIM:BRR / JSE:BRE) announces that at the meeting convened by the High Court of Justice in England and Wales (the "Court") held earlier today, 7 October 2009 (the "Court Meeting"), and at the subsequent General Meeting (the "General Meeting") to approve the scheme of arrangement (the "Scheme") required to implement the acquisition by Jubilee Platinum plc of the entire issued and to be issued share capital of Braemore (the "Proposal"), all of the resolutions received the necessary majority votes and were accordingly approved. Any capitalised term used but not defined in this announcement is as defined in the shareholder circular relating to the Scheme dated 14 September 2009 (the "Scheme Document"). Voting results The voting results in relation to the Court Meeting and the General meeting are summarised below:
COURT MEETING Number of Braemore Shareholders: FOR: 129 (94.85%), AGAINST: 7 (5.15%) Representing the following number of shares voted: FOR: 396,259,816 (99.89%), AGAINST: 438,830 (0.11%) Representing the following percentage of Scheme Shares: FOR: 50.20%, AGAINST: 0.06%
GENERAL MEETING The special resolution to give effect to the Scheme was passed unanimously on a show of hands at the General Meeting. The Court hearing to approve the Reduction of Capital and sanction the Scheme is expected to take place on 29 October 2009, as set out in the Scheme Document. The cancellation of admission of Braemore Shares to trading on AIM will take place on the business day after the Scheme Effective Date. It is expected that this will take effect at 07.00 on 2 November 2009. The last day to trade in Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE. Notwithstanding the above, the Proposal remains subject to the terms and conditions set out in the Scheme Document. The Scheme will not become effective and the Proposal will not be completed unless the conditions set out in the Scheme Document have been satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 31 December 2009, or such later date as Jubilee and Braemore may agree and (if required) the Court may approve. A further announcement will be made in due course confirming the final dates. 7 October 2009
Legal adviser in South Africa Eversheds
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.
APPENDIX Expected timetable of principal events
Capital and sanction the Scheme
Shares on AIM
Registrar of Companies
trading on AIM
commencement of trade
commencement of trade
the JSE at commencement of trade
Shares in un-certificated form
(held at their CSDP or broker) updated on or about
Shares on the JSE on or about
Termination of listing of Braemore Shares on the Commencement of business on
Jubilee Shares trading on AIM The above dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or, if capable of waiver, waived on or prior to such date. All references to times are to times in London (unless otherwise stated). Enquiries:
Louise Goodeve / Leah Kramer Walbrook PR Tel +44 (0) 207 933 8780 Notes to Editors: Braemore Resources offers investors an attractive opportunity to enter into the PGMs and nickel business, initially through the mid-stream processing of these metals and, in time, through mine-to-market production opportunities. Braemore Resources is principally involved in evaluating, establishing and operating independent facilities for the roasting, smelting and refining of concentrates containing PGM and associated base metals and for the reclamation and processing of sulphide nickel tailings. Diversified both geographically and in terms of product, the Company is located in two key mining regions - Braemore Nickel in Western Australia and Braemore Platinum in South Africa. Braemore's access to proprietary technology, and in particular the Mintek ConRoast technology, which has successfully operated at test plant level, makes the Company well-positioned to become a significant player in the burgeoning South African PGMs sector, offering a more cost-effective, environmentally friendly and accessible smelting option to many junior mining companies. Unlike conventional smelters, ConRoast is unaffected by the high-chrome content ores, which are increasingly being mined. Braemore's management team, in South Africa and Australia, bring with them impressive credentials in their respective sectors, combined with a Board that has experience in metals processing, financial and commodities markets. This information is provided by RNS The company news service from the London Stock Exchange END
MSCUBUSRKKRRRAA More |
||
| 30-09-09 | RNS |
|
This news article is displayed preformatted as it may contain results tables
RNS Number : 9347Z
Braemore Resources PLC
30 September 2009
Braemore Resources Plc
("Braemore" or "the Company")
PRELIMINARY AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2009
POSTING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Braemore Resources plc ("Braemore" or "the Company"; JSE: BRE; AIM: BRR), the international group focused on mid-stream processing of platinum and nickel, announces its audited results for the year ended 30 June 2009.
* The processing technologies employed, particularly ConRoast, address key challenges in the metals processing stream and provide cost-effective, environmentally-friendly, and independent solutions to processing nickel and PGM ores, particularly high chrome ores.
* Braemore is working towards establishing the first, independent, black-empowered PGM smelting operation in South Africa, and is in discussions with various black empowerment groups to facilitate this process.
* The ConRoast technology has been developed by Mintek, a South African government-funded institution and it is an integral part of the agreement that the technology does not only benefit the corporate landscape but the wider community through partnership with a broad-based empowerment entity.
* Braemore has a highly skilled and entrepreneurial team, focused on delivery and operating. Technical and metallurgical studies have been conducted in South Africa and Australia and delivery on the key milestones will be reported on in due course.
* Braemore is a geographically and metallurgically diversified emerging precious and base metals company that has made significant progress towards achieving its key objectives in the year under review.
Highlights
* Braemore and Jubilee Platinum propose to enter into a Scheme of Arrangement that will result in the merging of the two companies, creating a new force in the South African PGM sector.
* Successfully renegotiated the ConRoast Agreement with Mintek, ensuring its sole, global exclusive licence for the technology over the life of the patent.
* Braemore completed a successful placement for £6.5m in a difficult market.
* The inward dual listing of the Company on the JSE (Code: BRE) was completed.
* Expanded the ConRoast demonstration smelter capacity.
* Completed various smelter trials demonstrating to industry the safety and robustness of the process
* Completed Research programme on hydrometallurgical refining of the smelted alloy.
* Entered into agreement with Jubilee Platinum over chrome tailings with PGMs.
* Completed and formally presented detailed studies as requested by BHP Billiton on the Leinster and Kambalda Nickel Tailings projects.
* Restructuring of the Company ahead of the merger with Jubilee Platinum plc ("Jubilee") to realise a significant reduction in overhead costs which will flow through into the next reporting period.
* An implementation agreement with Jubilee on 3 July 2009, whereby Jubilee made available to Braemore a working capital facility whilst the offer is being implemented.
Challenges impacting the financial results
* Endured a small smelter break out which was safely contained and importantly resulted in no injuries to any of our personnel.
* Encountered sharply decreasing smelter margins as a result of declining PGM prices resulting from the fast appreciating South African Rand.
* Negotiating the conclusion of non-profitable smelting contracts due to the depressed metal prices and appreciating South African Rand.
* Extended shutdown of smelter at year end to review process options to address operating margins and facilitate completion of hydrometallurgical refining process reviews.
The Annual Report for the year ended 30 June 2009 is expected to be posted to shareholders by 30 September 2009. A Copy will be available on the same date on the Company's
website: www.braemoreresources.com
CHAIRMAN'S STATEMENT
As anticipated in last year's review, the resources sector has experienced a period of uncertainty as the global economic crisis unfolds, negatively affecting commodities, equity markets and financial markets alike.
The recession arrived with a vengeance that resulted in, amongst other things, significant drops in demand for nickel and platinum group metals ('PGM'). With the major demand sector for PGMs in autocatalysts in decline, the PGM prices retracted sharply. Demand for steel produced in China contracted sharply as did the associated demand for nickel, with record price falls.
In this climate Braemore has proceeded to advance its projects with determination, applying improved metallurgical alternatives to both nickel and PGM processing. I will briefly summarise progress made in both the PGM and nickel projects during the year.
Towards year end our competitive advantage has been confirmed. At the time of writing Braemore had been approached by two parties regarding the potential for corporate activity. This led to a formal offer received from Jubilee Platinum to merge the two entities Braemore and Jubilee into an enlarged Platinum and Nickel Group comprising of both short term cashflow potential and world class medium term assets.
The proposed merger of Jubilee's PGM and nickel exploration assets with the smelting technology package and nickel assets of Braemore presents a compelling investment opportunity that should appeal to investors in the metals community. The skills of the combined management team and the enhanced ability to fully fund and relaunch smelting operations will create an enlarged and liquid South African mining group.
This fits directly with Braemore's stated 'mine to metal' strategy. The significant PGM processing ability, with its patented technology is bolstered by the as yet unrealised nickel potential of Braemore in Australia, and Jubilee in Madagascar.
The new entity has the potential to become a sustainable force in the South African platinum industry, which will be well positioned to participate in any further consolidation in the platinum industry.
FINANCING AND CORPORATE ACTIVITIES
The highlight of the year was the announcement of the proposed transaction between Braemore and Jubilee Platinum that will lead to a merger of the two companies.
The start of the financial year was heralded by a placement that raised £6.5m (before expenses). The extremely difficult market conditions made this fund raising challenging and it was led by the strong support of major shareholders Atomaer and Best Asset Class (BAC), which both followed their rights. Completion was important at this time as the full impact of the global financial crisis started to become evident across equity and commodity markets alike.
In July 2008, Braemore completed its pre-listing statement to meet JSE listing requirements and subsequently listed, on 16 July 2008, on the main board of the JSE, in the Platinum Sector. This listing was conducted to fulfil terms in our ConRoast Agreement with Mintek.
Pan Palladium vote against JV with Braemore
In late July 2008, Braemore was advised by Pan Palladium Limited that its shareholders had voted against proceeding in a venture with Braemore over its Platreef Project in South Africa.
Corporate Activity
Braemore completed the research program of the PGM refining process during the third Quarter of the financial year which enabled the marketing of this significant component of its technology offering to the Platinum Industry. The PGM industry acknowledged this significant achievement which led to an increased interest and to the potential for important strategic and corporate initiatives. The proposed merger with Jubilee Platinum confirms this interest.
CONROAST PGM CONCENTRATE SMELTING OPERATIONS
During the year we continued to produce under our unique ConRoast process, PGMs in alloy that was sold to refiners in Japan, Europe and South Africa. However, this material proved problematic to sell given few refiners were geared to accept an iron alloy containing PGM, and consequently less attractive PGM price terms were on offer. Initially some positive cash flow was generated from this activity but as metal prices fell sharply and the South African Rand appreciated strongly, margins were constrained.
We were pleased to be able to announce specific off-take agreements with Northam Platinum and Anglo Platinum, the world's largest producer, relating to processing high chrome concentrates and other difficult to smelt material. This certainly added credibility to ConRoast as a commercial smelting technology able to process material on behalf of global PGM producers.
In August 2008, we announced that the planned smelter expansion programme had commenced at Mintek. This was to replace the existing 1.5MW smelter with a new 3.2MW smelter and associated concentrate handling infrastructure. This expansion of smelting capacity was completed by early September 2008 and the commissioning programme commenced without any problems.
In March 2009 we had an operational incident when molten matte came into contact with water. The resulting instant vaporisation of water created a loud explosion but little real damage. Our safety procedures were immediately implemented, worked seamlessly and an evacuation of the facility was successfully undertaken. The smelter was repaired at nominal cost and back on line after a few weeks, in April 2009.
The limited cash flow generated earlier from smelting materials declined sharply as PGM prices fell, and the decision was taken, in May 2009, to temporarily halt smelting operations.
The smelter operations have been an unqualified success in terms of physically proving and commercialising the ConRoast smelting process. We have demonstrated its ability to process a range of difficult to process high chrome concentrates, revert tailings and other materials.
As discussed, the margins in the demonstration smelter operation have been under increasing pressure during the course of the financial year from escalating costs and declining metal prices. In the run up to the 2010 World Cup the South African Rand has become one of the strongest performing currencies in the world, appreciating 24% against the US$ from its lows during the year, adversely affecting an already lower US$ platinum price. The platinum price fell 40% from highs of US$2000/oz to US$1200/oz (after touching US$780/oz).
With smelting margins contracting sharply it was concluded that there was little more for Braemore to learn from the smelting demonstration that has been under way since September 2007. The smelter was in the process of being ramped up at the time of the operational incident, operating at less than rated capacity and hence subject to higher unit costs. For all the reasons set out above, the decision was subsequently taken to put the smelter on temporary standby.
HYDROMETALLURGICAL REFINING OF SMELTED ALLOY
During the year Braemore was able to complete metallurgical work on the development of the hydrometallurgical leaching of smelted alloy. This step removes the iron, extracts base metals for sale and leaves a residual high value PGM concentrate suitable as direct feed to a PGM refinery. This refining step increases margins as the value of the product increases significantly. The high grade PGMs concentrates are an internationally sought after product
The temporary closure of the smelter gives Braemore the opportunity to finalise its hydrometallurgical refining process with a view to installing a commercially viable facility in the near future. The planned refining plant will have the capacity to process smelted material from both the existing smelter at Mintek and the new smelter under review.
The proposed merger with Jubilee will enhance the terms and availability of funds to complete the proposed new smelter. In August 2009 Jubilee, with support from Braemore, successfully raised GBP 13.25 million towards funding the expansion and ongoing operations of the new enlarged merged entity. In September 2009, Jubilee successfully raised an additional GBP 1.95 million for application to Braemore's operations.
NICKEL TAILINGS PROJECTS
On the nickel side of Braemore's business there has been significant progress. Progress has been made in metallurgical testwork, scoping studies and preparation and formal presentation of detailed reports on the Leinster and Kambalda nickel tailings projects, as requested by BHP Billiton.
In January 2009 we were able to update shareholders on the progress made on the Leinster Nickel Project following on from the preliminary results from the independent consultants who examined all aspects of the project. This work was described in a scoping study and presented to BHP Billiton. Given the environment of lower nickel prices and sharply higher sulphur prices that prevailed during the course of the studies, a focus was kept on reducing both operating and capital costs where possible. Braemore has been complimented on the high quality of the technical work presented and we await BHP Billiton's final review shortly.
THE WAY FORWARD
Such innovative thinking has been at the heart of Braemore's nickel and PGM projects. The Company is proud of its achievements in these fields. In conjunction with its technology partner Mintek, the Company has achieved its stated research and development programme objectives of developing a proven, industry leading technology for the smelting of high chrome PGM concentrates.
In light of this Braemore has cemented its relationship with Mintek by renegotiating and extending its global exclusive licence over the patented ConRoast technology.
It is this technology that is now being recognised by our peers in the PGM sector. We have received numerous advances seeking access to the ConRoast smelting technology due to its proven ability to deal with difficult concentrates efficiently. Off-take agreements increasingly become more onerous and less available from traditional larger smelters. This was the original thinking that saw Braemore enter into agreements with Tharisa Minerals and Jubilee Resources' Maude project over PGM containing chrome concentrates.
It did not take long for cashed up companies with synergies with Braemore to realise the potential offered by its smelting technology to achieve full vertical integration of similar projects. Several approaches have been made, due diligence conducted and offers negotiated. In the closing weeks of June 2009, Braemore announced that it was in discussions with Jubilee which could lead to a merger proposal being undertaken of superior long term strategic and current economic benefit to our shareholders.
We strive to attain the goal of becoming a significant mid-stream processor of PGM and nickel and to build a vertically integrated mining and processing company.
It has been a year of maximum effort from all concerned. I would like to thank our Board of directors and management for all their endeavours on behalf of Braemore shareholders.
Mathews Phosa
Non-Executive Chairman
29 September 2009
Enquiries:
Braemore Resources Plc
Leon Coetzer, Chief Executive Officer +27 (0)11 465 1913
WH Ireland: (Nomad and Joint Broker)
James Joyce +44 207 220 1666
Mirabaud Securities: (Joint Broker)
Rory Scott +44 207 878 3360
Qinisele Resources: (RSA Corporate Advisers)
Dennis Tucker +27 82 492 4957
Russell and Associates: (RSA Public Relations)
Nicola Taylor / Charmane Russell +27 11 880 3924
Walbrook PR: (UK Public Relations)
Louise Goodeve / Leah Kramer +44 207 933 8780
Sasfin: (RSA Corporate Sponsor)
Sharon Owens +27 11 809 7762
Notes to Editors:
Braemore Resources offers investors an attractive opportunity to enter into the PGMs and nickel business, initially through the mid-stream processing of these metals and, in time, through mine-to-market production opportunities.
Braemore Resources is principally involved in evaluating, establishing and operating independent facilities for the roasting, smelting and refining of concentrates containing PGM and associated base metals and for the reclamation and processing of sulphide nickel tailings. Diversified both geographically and in terms of product, the Company is located in two key mining regions - Braemore Nickel in Western Australia and Braemore Platinum in South Africa. Braemore's access to proprietary technology, and in particular the Mintek ConRoast technology, which has successfully operated at test plant level, makes the Company well-positioned to become a significant player in the burgeoning South African PGMs sector, offering a more cost-effective, environmentally friendly and accessible smelting option to many junior mining companies. Unlike conventional smelters, ConRoast is unaffected by the high-chrome content ores, which are increasingly being mined.
Braemore's management team, in South Africa and Australia, bring with them impressive credentials in their respective sectors, combined with a Board that has experience in metals processing, financial and commodities markets.
CONSOLIDATED INCOME STATEMENT
For the year ended 30 June 2009
Group Group
2009 2008
£'000 £'000
Revenue 3,558 8,963
Cost of sales (6,670) (7,451)
Gross (loss)/profit (3,112) 1,512
Administrative expenses (4,310) (2,896)
Loss from operations (7,422) (1,384)
Finance income 78 236
Finance costs (74) (261)
Loss before income tax expense (7,418) (1,409)
Income tax expense - -
Loss for the year (7,418) (1,409)
Loss per share expressed in pence
- Basic,diluted and headline (0.94p) (0.21p)
All the Group's activities are classed as continuing
BALANCE SHEET
As at 30 June 2009
Restated
Group Group
2009 2008
£'000 £'000
ASSETS
Non-current assets
Intangible assets 46,797 43,382
Plant and equipment 2,881 91
Investment in subsidiaries - -
Other receivables 46 36
Total non-current assets 49,724 43,509
Current assets
Trade and other receivables 1,257 1,776
Inventory 907 4,257
Cash and cash equivalents 302 974
Total current assets 2,466 7,007
TOTAL ASSETS 52,190 50,516
LIABILITIES
Current liabilities
Trade and other payables 6,846 5,527
NET ASSETS 45,344 44,989
EQUITY
Share capital 1,094 994
Share premium 18,001 12,079
Merger reserve 34,885 34,885
Share based payments reserve 758 717
Foreign exchange reserve 1,003 (545)
Retained losses (10,397) (3,141)
TOTAL EQUITY 45,344 44,989
CASH FLOW STATEMENT
For the year ended 30 June 2009
Group Group
2009 2008
£'000 £'000
Cash flows from operating activities
Loss for the period (7,418) (1,409)
Interest expense 74 261
Interest income (78) (236)
Depreciation 534 31
Share based payment 203 -
Foreign exchange on loans to controlled entities - -
Decrease / (Increase) in inventory 3,350 (4,257)
Decrease / (Increase) in receivables 509 (1,447)
Increase/(decrease) in payables 2,990 3,678
Net cash used in operating activities 164 (3,379)
Cash flows from investing activities
Payments to acquire plant and equipment (2,485) (86)
Payment for investments - (37)
Loan to controlled entities - -
Payments to acquire intangible assets (4,377) (4,146)
Interest received 78 236
Net cash used in investing activities (6,784) (4,033)
Cash flows from Financing activities
Proceeds from issue of shares 6,501 77
Issue costs paid (479) -
Interest payable (74) (261)
Net cash generated from / (used in) financing 5,948 (184)
activities
Net increase/(decrease) in cash and cash equivalents (672) (7,596)
Cash and cash equivalents at beginning of year 974 8,570
Cash and cash equivalents at 30 June 302 974
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2009
Share capital Share premium Merger reserve
reserve
Group £'000 £'000 £'000
As at 1 July 2007 977 11,990 29,395
Correction of prior period - - 3,050
adjustment (refer note 24)
977 11,990 32,445
Loss for the period - - -
Currency translation - - -
differences
Total recognised income and - - -
expense for the year
Share capital issued 16 - 2,440
Acquisition of minority - - -
interests in subsidiary
Exercise of options 1 89 -
Cancellation of options - - -
Balance at 30 June 2008 994 12,079 34,885
Currency translation - - -
differences
Loss for the period - - -
Total recognised income and - - -
expense for the year
Share capital issued 100 6,401 -
Share issue expenses - (479) -
Expiry of options - - -
Issue of options - - -
Balance at 30 June 2009 1,094 18,001 34,885
Share based payment Foreign exchange Minority interest Retained earnings Total equity
reserve reserve
Group £'000 £'000 £'000 £'000 £'000
As at 1 July 2007 814 (6) 17 (1,817) 41,370
Correction of prior period - - - - 3,050
adjustment (refer note 24)
814 (6) 17 (1,817) 44,420
Loss for the period - - - (1,409) (1,409)
Currency translation - (539) - - (539)
differences
Total recognised income and - (539) - (1,409) (1,948)
expense for the year
Share capital issued - - - - 2,456
Acquisition of minority - - (17) - (17)
interests in subsidiary
Exercise of options (12) - - - 78
Cancellation of options (85) - - 85 -
Balance at 30 June 2008 717 (545) - (3,141) 44,989
Currency translation - 1,548 - - 1,548
differences
Loss for the period - - - (7,418) (7,418)
Total recognised income and - 1,548 - (7,418) (5,870)
expense for the year
Share capital issued - - - - 6,501
Share issue expenses - - - - (479)
Expiry of options (162) - - 162 -
Issue of options 203 - - - 203
Balance at 30 June 2009 758 1,003 - (10,397) 45,344
COMMENTARY
NOTE
These consolidated financial statements were authorised for issue by the Board of Directors on 30 September 2009. These results are extracted from the full annual report which include all the notes to the accounts. The full audited accounts are available at the Company's
website www.braemoreresources.com
1. BASIS OF PREPARATION
The financial statements are presented in pounds sterling, rounded to the nearest thousand.
The accounts have been prepared on a going concern basis. On 3 July 2009 Braemore and Jubilee entered into the Scheme whereby Braemore shareholders will receive 1 New Jubilee Share for every 15.818 Scheme Shares held. The Scheme is subject to various conditions including, inter alia, acceptance at a court meeting and a subsequent shareholder general meeting, currently expected to occur on 7 October 2009. Jubilee has undertaken to fund the operating costs of the Group whilst the Scheme is being implemented up to ZAR 7.0 million (£0.58 million1), and to settle some of the Group's current liabilities to a maximum of ZAR 43.0 million (£3.58 million1). At the date of this report, the Group has received ZAR 34.51 million (£2.88 million1) in funding under this arrangement, with ZAR 15.49 million (£1.29 million1) in funding still available. These amounts will be repayable by the Company if the Scheme
is not completed. The Directors are confident that the shareholders will accept their recommendation to vote in favour of the Scheme and certain Braemore shareholders have given irrevocable undertakings to vote in favour of the Scheme resolutions in respect of shares representing 50.0% of the existing share capital of Braemore. However, there can be no guarantee that the vote will result in the acceptance of the Scheme resolutions, whereupon alternative funding for the Group will need to be sought, and therefore there exists a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Notwithstanding this uncertainty, the Directors are confident that based on the irrevocable undertakings received and enquiries with some of the Company's other significant shareholders, the Scheme will be approved, and therefore these financial statements have been prepared on a going concern basis. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
1 Applying the ZAR:GBP exchange rate at 24 September 2009.
These financial statements have been prepared in accordance with IFRS as adopted for use in the European Union (EU), IAS 34, the JSE Listings Requirements and with those parts of the South African Companies Act 2006 applicable to companies reporting under IFRS. In addition, the Group also complied with IFRS as issued by the International Accounting Standards Board (IASB).
The accounting policies applied are consistent with those of the previous financial year.
THE AUDIT REPORT
The audited results for the year ended 30 June 2009 have been audited by BDO Spencer Steward (Johannesburg) Incorporated and their opinion is available for inspection at the Company's registered office Stoney Ridge Office Park, Cnr Witkoppen and Waterford rd, Kleve Hill Park, Fourways
Segment revenue and segment result
Segment revenue Segment result
2009 2008 2009 2008
£'000 £'000 £'000 £'000
Continuing operations
Nickel (Australia) - - (946) (1,226)
PGM Smelters (South Africa) 3,558 8,963 (4,720) 873
Administration and Corporate (United - - (1,756) (1,031)
Kingdom)
3,558 8,963 (7,422) (1,384)
Interest revenue 78 236
Finance costs (74) (261)
Loss before tax (7,418) (1,409)
Income tax expense - -
Loss after tax (7,418) (1,409)
Revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the year (2008: Nil). The share based payment charge is included within the United Kingdom segment result.
Segment assets and liabilities
Total Total
Assets Liabilities
Restated
2009 2008 2009 2008
£'000 £'000 £'000 £'000
Nickel (Australia) 36,035 35,596 238 544
PGM Smelters (South Africa) 16,029 14,542 6,432 4,782
Administration and Corporate (United 126 378 176 201
Kingdom)
Total of all segments 52,190 50,516 6,846 5,527
Other segment information
Depreciation and amortisation Capital expenditure
2009 2008 2009 2008
£'000 £'000 £'000 £'000
Continuing operations
Nickel (Australia) 6 1 469 1,158
PGM Smelters (South Africa) 508 10 5,110 6,004
Administration and Corporate 20 20 - 58
(United Kingdom)
534 31 5,579 7,220
NOTES TO THE FINANCIAL STATEMENTS
1. LOSS PER SHARE
The loss for the year attributed to shareholders is £7,418,000 (2008: loss £1,409,000). This is divided by the weighted average number of ordinary shares in issue calculated to be 788.8 million (2008: 680.8 million) to give a basic loss per share of 0.94p (2008: loss per share of 0.21p).
The headline loss per share calculation is the same as the basic loss per share.
As inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be non-dilutive and, as such, the effect of the dilution has not been applied in the calculation. The potential future share issues that may dilute the loss per share relate to 305,000,000 performance shares (2008: 305,000,000) and 29,285,899 options on issue (2008: 37,835,889).
2. POST BALANCE SHEET EVENTS
On 3 July 2009, the Group received a notice of firm intention from Jubilee Platinum Plc ('Jubilee') to make an Offer to acquire the entire issued and to be issued share capital of the Company. Jubilee has undertaken to fund the operating costs of the Group whilst the Scheme is being implemented up to ZAR 7.0 million (£0.58 million1), and to settle some of the Group's current liabilities to a maximum of ZAR 43.0 million (£3.58 million1). These amounts will be repayable by the Company if the Offer does not proceed. Additionally, a 1% compensation fee will be payable by Braemore to Jubilee if the Offer does not proceed for reasons relating to Braemore. Similarly, a 1% compensation fee will be payable by Jubilee to Braemore if the Offer does not proceed for reasons relating to Jubilee. As part of the outcome of this transaction will be the delisting of Braemore Resources from both the JSE and AIM.
At the date of this report, Jubilee has advanced the Group ZAR 34.51 million (£2.88 million1).
1 Applying the ZAR:GBP exchange rate at 24 September 2009.
3. PRIOR PERIOD ADJUSTMENT - PERFORMANCE SHARES AND BUSINESS COMBINATIONS
On 28 July 2005, the Group completed the acquisition of Braemore Nickel Pty Ltd ('Braemore Nickel') (formerly Western Consolidated Nickel Pty Ltd) with a component of the consideration being 305 million Performance Shares. The Directors originally valued the Performance Shares at £Nil, on the grounds that it was inherently difficult to measure reliably their fair value at the date of issue.
However, following discussion with the Financial Reporting Review Panel, the Directors have re-visited this issue as equity instruments issued as consideration must be measured at their fair value at the date of acquisition and there is no exemption on the grounds that such fair value could not be measured reliably. As such, the Directors have used the Black-Scholes Model to value the Performance Shares.
The Directors have assessed the fair value of the Performance Shares as £3,050,000, as at the date of their issue on 28 July 2005. The key inputs applied to the Black-Scholes Model included the assessed fair value of ordinary shares issued for the acquisition of WCN on 28 July 2005 of 10p; risk free interest rate of 4.20%; and expected volatility of 50%. In assessing the fair value of the Performance Shares, a discount of 90% has been applied to the theoretical value calculated by the Black-Scholes Model to take into account the estimated probability of the Performance Milestones being achieved of 10%. This applied estimated probability of the Performance Milestones being achieved, took into account the level of the scoping and desk top technical and economic studies, including conceptual flow sheet and process, undertaken to the date of the acquisition of WCN. This applied probability of the achievement of the Performance Milestone is as at the 28 July 2005, and does not represent the Director's current assessment.
As a result of this restatement the intangible assets and merger reserve of the Consolidated Group, and investments and merger reserve of the Company, are increased by £3,050,000. The Income Statement and Statement of Cash Flows in the current period are unaffected by this restatement.
DIVIDEND
No dividend has been declared for the period.
BOARD CHANGES
Leon Coetzer and Dr Mathews Phosa were appointed to the Board on 1st July 2008 and 2nd of October 2008 respectively.
POSTING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
The annual report will be posted to shareholders on 30 September 2009.
Notice is hereby given that the annual general meeting of shareholders will be held at the offices of Braemore Resources Plc 18-19 Pall Mall London SW1Y5LU on the 2nd December 2009 at 11:00 Am to transact the business as stated in the notice of annual general meeting forming part of the annual financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR URUWRKURKORR
More |
||
| 22-09-09 | AFX UK Focus |
|
|
JOHANNESBURG, Sept 22 (Reuters) - Braemore Resources Plc:
year ending 30 June 2009 to be 0.94P loss per share ((Johannesburg newsroom, +27 11 775 3155)) (For more information, click on)
COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More |
||
| 22-09-09 | RNS |
|
|
RNS Number : 4710Z Braemore Resources PLC 22 September 2009 AIM: BRR/ JSE: BRE Braemore Resources Plc ("Braemore" or "the Company") Trading Statement In terms of the Listing Requirements of JSE Limited, a listed company is required to publish a trading statement as soon as it becomes reasonably certain that the financial results for the period to be reported on will vary by more than 20% from that of the previous corresponding period. Shareholders of Braemore are advised that the Company expects its loss per share and headline loss per share for the year ending 30 June 2009 to be 0.94p loss per share, based on an expected after-tax loss for the period under review of approximately £7.4m, as opposed to a loss per share of 0.21p, based an after-tax loss of £1.408 million, in the corresponding period to 30 June 2008. The loss per share and headline loss per share for the half year period that ended 31 December 2008 was 0.56p (loss after tax of £4.4m). Specific events that contributed to the increase in the basic and headline loss include:
During this period Braemore has advanced the development of the ConRoast process with the conclusion of development work on both the smelting and refining processes. Braemore has also advanced the restructuring of the Company ahead of the merger with Jubilee Platinum plc ("Jubilee") to realise a significant reduction in overhead costs which will flow through into the next reporting period. The cash position of the Company as at the end of the period was £0.30 million, excluding PGM concentrate and smelted alloy inventory valued at £0.90 million. In addition, as part of the merger with Jubilee , and as previously announced, the Company entered into an implementation agreement with Jubilee on 3 July 2009, whereby Jubilee made available to Braemore a working capital facility whilst the merger is being implemented. Braemore has also just successfully fully contracted the demonstration facility which is in the process of being re-commissioned under a smelting agreement. The financial information on which this trading statement is based has not been reviewed or reported on by Braemore's external auditors. The Company's results for the year ended 30 June 2009 will be published on 30 September 2009.
Enquiries:
Braemore Resources Plc
WH Ireland: (Nomad and Joint Broker)
Mirabaud Securities: (Joint Broker)
Qinisele Resources: (RSA Corporate Advisers)
Russell and Associates: (RSA Public Relations)
Walbrook PR: (UK Public Relations)
Sasfin: (RSA Corporate Sponsor)
Notes to Editors: Braemore Resources offers investors an attractive opportunity to enter into the PGMs and nickel business, initially through the mid-stream processing of these metals and, in time, through mine-to-market production opportunities. Braemore Resources is principally involved in evaluating, establishing and operating independent facilities for the roasting, smelting and refining of concentrates containing PGM and associated base metals and for the reclamation and processing of sulphide nickel tailings. Diversified both geographically and in terms of product, the company is located in two key mining regions - Braemore Nickel in Western Australia and Braemore Platinum in South Africa. Braemore's access to proprietary technology, and in particular the Mintek ConRoast technology, which has successfully operated at test plant level, makes the company well-positioned to become a significant player in the burgeoning South African PGMs sector, offering a more cost-effective, environmentally friendly and accessible smelting option to many junior mining companies. Unlike conventional smelters, ConRoast is unaffected by the high-chrome This information is provided by RNS The company news service from the London Stock Exchange END
TSTLLLFLKKBZBBX More |
||
| 21-09-09 | RNS |
|
|
RNS Number : 4060Z Braemore Resources PLC 21 September 2009 AIM: BRR/ JSE: BRE Braemore Resources Plc ("Braemore" or "the Company") Leinster Tailings Competent Person's Report Further to the posting of the circular to Braemore shareholders on 14 September 2009 regarding the offer by Jubilee Platinum plc to acquire the issued and to be issued share capital of Braemore (the "Circular"), the Company announces that the updated Competent Person's Report ("the CPR") on the Leinster Tailings Mineral Resource as referred to on pages 21 and 27 of the Circular is now available on the Company's website at www.braemoreresources.com . The CPR will also be available for inspection at the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB in the UK and at Braemore's South African office, Block B, 1st Floor, Stoney Ridge Office Park, Cnr Witkoppen and Waterford Roads, Kleve Hill Park, Johannesburg Enquiries:
Braemore Resources Plc
WH Ireland: (Nomad and Joint Broker)
Mirabaud Securities: (Joint Broker)
Qinisele Resources: (RSA Corporate Advisers)
Russell and Associates: (RSA Public Relations)
Walbrook PR: (UK Public Relations)
Sasfin: (RSA Corporate Sponsor)
Notes to Editors: Braemore Resources offers investors an attractive opportunity to enter into the PGMs and nickel business, initially through the mid-stream processing of these metals and, in time, through mine-to-market production opportunities. Braemore Resources is principally involved in evaluating, establishing and operating independent facilities for the roasting, smelting and refining of concentrates containing PGM and associated base metals and for the reclamation and processing of sulphide nickel tailings. Diversified both geographically and in terms of product, the company is located in two key mining regions - Braemore Nickel in Western Australia and Braemore Platinum in South Africa. Braemore's access to proprietary technology, and in particular the Mintek ConRoast technology, which has successfully operated at test plant level, makes the company well-positioned to become a significant player in the burgeoning South African PGMs sector, offering a more cost-effective, environmentally friendly and accessible smelting option to many junior mining companies. Unlike conventional smelters, ConRoast is unaffected by the high-chrome content ores, which are increasingly being mined. Braemore's management team, in South Africa and Australia, bring with them impressive credentials in their respective sectors, combined with a Board that has experience in metals processing, financial and commodities markets. This information is provided by RNS The company news service from the London Stock Exchange END
MSCUAUSRKRRKUAR More |
||
| 14-09-09 | RNS |
|
|
RNS Number : 0028Z Jubilee Platinum PLC 14 September 2009
Date: 14 September 2009 AIM: JLP JSE:JBL Registration number :4459850
ISIN GB0031852169
JUBILEE PLATINUM PLC ("Jubilee" or the "Company") Circular posted to shareholders re offer for Braemore Resources Plc ("Braemore") The Company announces that, further to the announcement of 3 July 2009, it has today posted a circular to its shareholders containing the terms of its proposed acquisition of Braemore and convening a general meeting of Jubilee shareholders on 7 October 2009. The circular will be available to view at the Company's website at www.jubileeplatinum.com. For further information please contact:
/Michael Kinirons
Clive Carver/Rose Herbert FinnCap Tel +44 (0) 20 7600 1658 This information is provided by RNS The company news service from the London Stock Exchange END
ACQEAENLFSKNEFE More |
||
| 14-09-09 | RNS |
|
|
RNS Number : 0053Z Jubilee Platinum PLC 14 September 2009 Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. 14 September 2009 Jubilee Platinum plc (A company incorporated in England and Wales with Registration number: 4459850) ISIN: GB0031852169 JSE Share Code: JBL / AIM Share Code: JLP ("Jubilee") Braemore Resources plc (A company incorporated in England and Wales with Registration number: 5350550) (South African registration number: 2008/013973/10) ISIN: GB00B06GJQ01 JSE Share Code: BRE / AIM Share Code: BRR ("Braemore") OFFER BY JUBILEE TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BRAEMORE, PURSUANT TO WHICH BRAEMORE SHARES WILL BE CANCELLED FROM TRADING ON AIM AND THE JSE LIMITED (THE "OFFER") 1. NOTICE OF SCHEME MEETING AND POSTING OF SCHEME DOCUMENT On 3 July 2009 Braemore and Jubilee released a joint announcement relating to a Scheme of arrangement (the "Scheme") in accordance with Part 26 of the UK Companies Act of 2006, as amended (the "Act") that has been proposed by Jubilee between Braemore and Braemore's shareholders (the "Proposal"), in terms of which members recorded in the register of members of Braemore at the appropriate time will receive 1 new Jubilee share for every 15.818 Braemore shares held by Braemore shareholders (the "Consideration"). Upon the Scheme becoming effective, Braemore will become a wholly-owned subsidiary of Jubilee and Braemore's listing on AIM (a market operated by the London Stock Exchange plc) and on the Johannesburg Securities Exchange operated by the JSE Limited (the "JSE") will be cancelled. Any capitalised term used but not defined in this announcement is as defined in the Scheme Document (as defined below). Further to the above announcement, shareholders are advised that on Friday, 11 September 2009, the Court granted an order to Braemore affording Braemore leave to convene a Court Meeting for the purpose of considering and, if deemed fit, approving (with or without modification) the Scheme. The Court Meeting is to be held at 11:00 a.m. on Wednesday, 7 October 2009 at the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB. The implementation of the Scheme will also require the passing by Braemore Shareholders of a special resolution to be proposed at a general meeting to be held at 11:05 a.m. on the same day as the Court Meeting (or as soon thereafter as the Court Meeting shall have been concluded or been adjourned). A Scheme document containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the UK Companies Act 2006), notices of the required meetings, a timetable of principal events and details of the action to be taken by Braemore Shareholders (the "Scheme Document") is being posted today to Braemore Shareholders and will also be available on Braemore's website at www.braemoreresources.com. Copies of (amongst other documents) the Scheme Document are available (during normal business hours) for inspection at the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB and at Braemore's South African office, Block B, 1st Floor, Stoney Ridge Office Park, Cnr. Witkoppen And Waterford Roads, Kleve Hill Park, 2191, Johannesburg, until the Scheme becomes effective. 2. OPINIONS AND RECOMMENDATIONS Braemore has retained Venmyn Rand (Pty) Limited ("Venmyn") to act as its independent advisor in connection with the Scheme. Venmyn delivered to the Braemore board of directors an opinion that the terms and conditions of the Scheme are fair to the Braemore Shareholders. The directors of Braemore have considered the terms and conditions of the Scheme and, inter alia, the opinion of Venmyn, and are of the unanimous opinion that the Scheme is fair to Braemore Shareholders. Accordingly, the board of directors of Braemore recommends that Braemore Shareholders vote in favour of the Scheme. The directors of Braemore who hold Braemore Shares intend to vote in favour of the Scheme at the Court Meeting in respect of their own beneficial holdings of Braemore Shares. 3. SALIENT DATES AND TIMES
2009 Latest time for lodging Forms of Proxy for the:
The dates below are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or (if capable of waiver) waived on or prior to such date. Any change will be published on RNS, SENS and in the SA press.
Notes: 1. Braemore's South African shareholders should note that, as Braemore is trading in the STRATE environment, settlement for trade takes place five business days after the relevant trade has taken place. Therefore, Braemore members who acquire Braemore shares after the last day to trade Braemore shares on the JSE, being Friday, 30 October 2009, in order to be recorded in the register of Braemore members by the record date, being Friday, 6 November 2009, will not be eligible to receive the Consideration. 2. Own name shareholders will be entitled to attend the Court Meeting in person or if they are unable to attend and wish to be represented thereat may complete and return the form of proxy to the transfer secretaries in accordance with the time specified on that form of proxy. 3. A beneficial owner of Braemore Shares should timeously inform his nominee or, if applicable, his CSDP or broker of his intention to attend and vote at the Court Meeting or to be represented by proxy thereat in order for his nominee or, if applicable, his CSDP or broker to issue him with the necessary authorisation to do so or should provide his nominee or, if applicable, his CSDP or broker timeously with his voting instruction should he not wish to attend the Court Meeting in person in order for his nominee or, if applicable, his CSDP or broker to vote in accordance with his instruction at the Court Meeting. 4. Any change to the above dates and times will be agreed upon by Jubilee and Braemore and advised to Braemore Shareholders by a release on RNS, SENS and publication in the press. 5. No dematerialisation or rematerialisation of Braemore Shares will take place after Friday, 30 October 2009. 6. All references in this announcement to time are to UK times unless otherwise stated. 7. Certificated Braemore Shareholders are required to complete their surrender and transfer form to be received by the transfer secretaries by the record date of the Scheme. 8. If the Scheme does not become effective for any reason (including pursuant to a failure to fulfill any condition precedent set out in the Scheme Document), a Conventional Offer will be implemented unless the closing date of the Conventional Offer is to fall after 31 December 2009 (or such later date as Braemore and Jubilee may agree). 4. CONDITIONS PRECEDENT As set out in the joint announcement released on 3 July 2009, it was a condition to issuing the Scheme document that Jubilee or Braemore have issued, or agree to issue prior to or conditional only upon the Scheme becoming effective or Offer becoming unconditional, Jubilee Shares or Braemore Shares for cash with an aggregate subscription price of not less than ZAR 50 million (or such lesser amount as Jubilee (in its sole discretion) shall specify in writing to Braemore) on such terms as Braemore or Jubilee may agree, acting reasonably. Braemore Shareholders are advised that Jubilee and Braemore have agreed that this condition has been fulfilled by the conditional issuance of Jubilee ordinary share to institutional investors in order to raise £13.25 million before costs. 5. BRAEMORE SHAREHOLDER SUPPORT As per the joint announcement of 3 July 2009, Jubilee had received irrevocable undertakings to vote in favour of the Scheme Resolutions in respect of 394,959,641 Braemore Shares, representing approximately 50.04 per cent. of the existing issued share capital of Braemore. These irrevocable undertakings were to lapse if, inter alia, the Scheme Document was not published on or before 31 August 2009. Braemore Shareholders are advised that these irrevocable undertakings were subsequently amended so that such undertakings would lapse if, inter alia, the Scheme Document was not published on or before 31 October 2009. 6. AMENDMENT TO IMPLEMENTATION AGREEMENT As mentioned in the joint announcement released on 3 July 2009, Braemore and Jubilee entered into the Implementation Agreement on 3 July 2009 which sets out the arrangements between them in relation to the implementation of the Scheme. Each party to the Implementation Agreement agreed to implement the Scheme and to co-operate with the other on the terms set out therein. In addition, each of Braemore and Jubilee gave certain undertakings concerning the conduct of its business during that period. The Implementation Agreement was amended on 14 September 2009 to include, at the request of the South African Securities Regulation Panel, a definition of the term "material" as further set out on page 45 of the Scheme document. 7. SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION It is expected that the order of the Court sanctioning this Scheme under Part 26 of the UK Companies Act 2006 and confirming the reduction of capital under section 137 of the UK Companies Act 1985 will be registered with the Registrar of Companies at 4.30 p.m. on the Scheme Effective Date. Prior to and conditional on the Scheme becoming effective, Braemore intends to make an application to the London Stock Exchange for the cancellation of the admission of the Braemore Shares to trading on AIM to take effect on the business day after the Scheme Effective Date. It is expected that such cancellation will take effect at 7.00 a.m. on 2 November 2009. The notice period of not less than 20 business days prior to cancellation referred to in Rule 41 of the AIM Rules has commenced today. The last day to trade in the Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE. Application will be made to the London Stock Exchange for the suspension of trading in Braemore Shares at 7.00 a.m. on 29 October 2009. The last day of dealings in Braemore Shares on AIM and the Main Board of the JSE is expected to be on the business day reflected in the timetable on page 7 of the Scheme document (it is anticipated that the last dealing day in respect of the Braemore Shares on AIM will be 28 October 2009, the day prior to the Court hearing to approve the Reduction of Capital and sanction the Scheme, whilst the last date for trade in respect of the Braemore Share on the Main Board of the JSE will be 30 October 2009) and no transfers of Braemore Shares on Braemore's UK Register will be registered after 7.00 a.m. on 29 October 2009.
Enquiries:
7608/ 9
1658
3924 This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. This information is provided by RNS The company news service from the London Stock Exchange END
OUPEAFNLFFKNEFE More |
||
| 14-09-09 | RNS |
|
|
RNS Number : 0046Z Braemore Resources PLC 14 September 2009
BRAEMORE RESOURCES PLC ("Braemore") AIM: BRR/ JSE: BRE
JUBILEE PLATINUM PLC ("Jubilee") AIM: JLP/ JSE: JBL OFFER BY JUBILEE TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF BRAEMORE, PURSUANT TO WHICH BRAEMORE SHARES WILL BE CANCELLED FROM TRADING ON AIM AND THE JSE LIMITED (THE "OFFER")
On 3 July 2009 Braemore and Jubilee released a joint announcement relating to a Scheme of arrangement (the "Scheme") in accordance with Part 26 of the UK Companies Act of 2006, as amended (the "Act") that has been proposed by Jubilee between Braemore and Braemore's shareholders (the "Proposal"), in terms of which members recorded in the register of members of Braemore at the appropriate time will receive 1 new Jubilee share for every 15.818 Braemore shares held by Braemore shareholders (the "Consideration"). Upon the Scheme becoming effective, Braemore will become a wholly-owned subsidiary of Jubilee and Braemore's listing on AIM (a market operated by the London Stock Exchange plc) and on the Johannesburg Securities Exchange operated by the JSE Limited (the "JSE") will be cancelled. Any capitalised term used but not defined in this announcement is as defined in the Scheme Document (as defined below). Further to the above announcement, shareholders are advised that on Friday, 11 September 2009, the Court granted an order to Braemore affording Braemore leave to convene a Court Meeting for the purpose of considering and, if deemed fit, approving (with or without modification) the Scheme. The Court Meeting is to be held at 11:00 a.m. on Wednesday, 7 October 2009 at the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB. The implementation of the Scheme will also require the passing by Braemore Shareholders of a special resolution to be proposed at a general meeting to be held at 11:05 a.m. on the same day as the Court Meeting (or as soon thereafter as the Court Meeting shall have been concluded or been adjourned). A Scheme document containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the UK Companies Act 2006), notices of the required meetings, a timetable of principal events and details of the action to be taken by Braemore Shareholders (the "Scheme Document") is being posted today to Braemore Shareholders and will also be available on Braemore's website at www.braemoreresources.com. Copies of (amongst other documents) the Scheme Document are available (during normal business hours) for inspection at the offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB and at Braemore's South African office, Block B, 1st Floor, Stoney Ridge Office Park, Cnr. Witkoppen And Waterford Roads, Kleve Hill Park, 2191, Johannesburg, until the Scheme becomes effective.
Braemore has retained Venmyn Rand (Pty) Limited ("Venmyn") to act as its independent advisor in connection with the Scheme. Venmyn delivered to the Braemore board of directors an opinion that the terms and conditions of the Scheme are fair to the Braemore Shareholders. The directors of Braemore have considered the terms and conditions of the Scheme and, inter alia, the opinion of Venmyn, and are of the unanimous opinion that the Scheme is fair to Braemore Shareholders. Accordingly, the board of directors of Braemore recommends that Braemore Shareholders vote in favour of the Scheme. The directors of Braemore who hold Braemore Shares intend to vote in favour of the Scheme at the Court Meeting in respect of their own beneficial holdings of Braemore Shares.
2009 Latest time for lodging Forms of Proxy for the:
The dates below are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or (if capable of waiver) waived on or prior to such date. Any change will be published on RNS, SENS and in the SA press.
Notes: 1 Braemore's South African shareholders should note that, as Braemore is trading in the STRATE environment, settlement for trade takes place five business days after the relevant trade has taken place. Therefore, Braemore members who acquire Braemore shares after the last day to trade Braemore shares on the JSE, being Friday, 30 October 2009, in order to be recorded in the register of Braemore members by the record date, being Friday, 6 November 2009, will not be eligible to receive the Consideration.
5 No dematerialisation or rematerialisation of Braemore Shares will take place after Friday, 30 October 2009.
7 Certificated Braemore Shareholders are required to complete their surrender and transfer form to be received by the transfer secretaries by the record date of the Scheme.
As set out in the joint announcement released on 3 July 2009, it was a condition to issuing the Scheme document that Jubilee or Braemore have issued, or agree to issue prior to or conditional only upon the Scheme becoming effective or Offer becoming unconditional, Jubilee Shares or Braemore Shares for cash with an aggregate subscription price of not less than ZAR 50 million (or such lesser amount as Jubilee (in its sole discretion) shall specify in writing to Braemore) on such terms as Braemore or Jubilee may agree, acting reasonably. Braemore Shareholders are advised that Jubilee and Braemore have agreed that this condition has been fulfilled by the conditional issuance of Jubilee ordinary share to institutional investors in order to raise £13.25 million before costs. 5. BRAEMORE SHAREHOLDER SUPPORT As per the joint announcement of 3 July 2009, Jubilee had received irrevocable undertakings to vote in favour of the Scheme Resolutions in respect of 394,959,641 Braemore Shares, representing approximately 50.04 per cent. of the existing issued share capital of Braemore. These irrevocable undertakings were to lapse if, inter alia, the Scheme Document was not published on or before 31 August 2009. Braemore Shareholders are advised that these irrevocable undertakings were subsequently amended so that such undertakings would lapse if, inter alia, the Scheme Document was not published on or before 31 October 2009. 6. AMENDMENT TO IMPLEMENTATION AGREEMENT As mentioned in the joint announcement released on 3 July 2009, Braemore and Jubilee entered into the Implementation Agreement on 3 July 2009 which sets out the arrangements between them in relation to the implementation of the Scheme. Each party to the Implementation Agreement agreed to implement the Scheme and to co-operate with the other on the terms set out therein. In addition, each of Braemore and Jubilee gave certain undertakings concerning the conduct of its business during that period. The Implementation Agreement was amended on 14 September 2009 to include, at the request of the South African Securities Regulation Panel, a definition of the term "material" as further set out on page 45 of the Scheme document. 7. SUSPENSION OF TRADING AND CANCELLATION OF ADMISSION It is expected that the order of the Court sanctioning this Scheme under Part 26 of the UK Companies Act 2006 and confirming the reduction of capital under section 137 of the UK Companies Act 1985 will be registered with the Registrar of Companies at 4.30 p.m. on the Scheme Effective Date. Prior to and conditional on the Scheme becoming effective, Braemore intends to make an application to the London Stock Exchange for the cancellation of the admission of the Braemore Shares to trading on AIM to take effect on the business day after the Scheme Effective Date. It is expected that such cancellation will take effect at 7.00 a.m. on 2 November 2009. The notice period of not less than 20 business days prior to cancellation referred to in Rule 41 of the AIM Rules has commenced today. The last day to trade in the Braemore Shares on the JSE will be the Scheme Effective Date and the JSE has agreed to terminate the listing of Braemore Shares on the JSE with effect from the commencement of business on 9 November 2009, or such later date as may be requested by Braemore and approved by the JSE. Application will be made to the London Stock Exchange for the suspension of trading in Braemore Shares at 7.00 a.m. on 29 October 2009. The last day of dealings in Braemore Shares on AIM and the Main Board of the JSE is expected to be on the business day reflected in the timetable on page 7 of the Scheme document (it is anticipated that the last dealing day in respect of the Braemore Shares on AIM will be 28 October 2009, the day prior to the Court hearing to approve the Reduction of Capital and sanction the Scheme, whilst the last date for trade in respect of the Braemore Share on the Main Board of the JSE will be 30 October 2009) and no transfers of Braemore Shares on Braemore's UK Register will be registered after 7.00 a.m. on 29 October 2009. 14 September 2009
This announcement is not intended to, and does not constitute or form part of, any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Braemore Shareholders are advised to read carefully the formal documentation in relation to the Proposal. The availability of the Proposal to persons outside the United Kingdom might be affected by the laws of other jurisdictions. Such persons should inform themselves about, and observe any applicable requirements of, those jurisdictions. Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document. Enquiries:
1658
3924 This information is provided by RNS The company news service from the London Stock Exchange END
OUPSFFFFLSUSEFU More |
||