11 Mar Appendix to Schedule 1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
11 March 2022
Anglesey Mining plc
(‘Anglesey’ or the ‘Company’)
APPENDIX TO SCHEDULE ONE ANNOUNCEMENT
Further information relating to Anglesey Mining plc in connection with the proposed admission of its ordinary shares to trading on AIM
Further to the announcement made at 17:57 on 9 March 2022, the London Stock Exchange has this morning published the correct Schedule One announcement. This Appendix has been prepared in accordance with the requirements of Rule 2 of, and Schedule One (including the Supplement to Schedule One for a quoted applicant) to, the AIM Rules that, for a quoted applicant, all information that is equivalent to that required for an ‘admission document’ which is not currently public shall be made public. Information which is public includes, without limitation, all information available in respect of the Company accessed at the London Stock Exchange (available at www.londonstockexchange.com), all information available in respect of the Company on the FCA’s National Storage Mechanism (available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism), all information available in respect of the Company at the website of Companies House at www.companieshouse.gov.uk, all information available on the Company’s website (https://www.angleseymining.co.uk/) and the contents of this Appendix (together comprising the “Company’s Public Record”).
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA.
A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.
Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers.
The London Stock Exchange has not itself examined or approved the contents of this document.
Nominated Adviser and Brokers
J&E Davy (“Davy“), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively as nominated adviser and broker to the Company in connection with the proposed AIM Admission and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Appendix or in connection with the proposed AIM Admission. The responsibilities of Davy as the Company’s nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of such person’s decision to acquire shares in the Company in reliance on any part of this Appendix. Davy does not accept any responsibility whatsoever for the contents of this Appendix, and no representation or warranty, express or implied, is made by Davy with respect to the accuracy or completeness of this Appendix or any part of it. No representation or warranty, express or implied, is made by Davy as to any of the contents of this Appendix and Davy has not authorised the contents of any part of this Appendix and accepts no liability whatsoever for the accuracy of any information or opinions contained in this Appendix or for the omission of any material information from this Appendix for which the Company and the Directors are solely responsible.
The Company and the Directors, whose names and functions appear on pages 2 and 3 of this Appendix, accept responsibility, individually and collectively, for the information contained in this Appendix including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (having taken all reasonable care to ensure that such is the case), the information contained in this Appendix, for which they are responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS
|Directors||John Kearney (Chairman)|
|Bill Hooley (Deputy Chairman)|
|Jonathan Battershill (Chief Executive Officer)|
|Howard B. Miller (Non-Executive Director)|
|Danesh Varma (Finance Director)|
|Andrew King (Independent Non-Executive Director)|
|Namrata Verma (Independent Non-Executive Director)|
|Company Secretary||Danesh Varma|
|Registered Office||Anglesey Mining plc|
|Tower Bridge House|
|St. Katharine’s Way|
|Broker and Nominated Adviser||J&E Davy|
|49 Dawson Street|
|Legal Advisers to the Company||DLA Piper UK LLP|
|1 St Peter’s Square|
|Tower Bridge House|
|St. Katharine’s Way|
|29 Wellington Street|
|Geological and Mining Consultants||Micon International Limited
Suite 10, Keswick Hall
The definitions set out below apply throughout this document unless the context requires otherwise.
|“2019 Annual Report & Accounts”||the Company’s annual report and accounts for the year ended 31 March 2019;|
|“2020 Annual Report & Accounts”||the Company’s annual report and accounts for the year ended 31 March 2020;|
|“2021 Annual Report & Accounts”||the Company’s annual report and accounts for the year ended 31 March 2021;|
|“2021 Interim Report & Accounts”||the Company’s interim report and accounts for the six months ended 30 September 2021;|
|“AIM”||AIM, a market operated by the London Stock Exchange;|
|“AIM Admission”||the admission of the Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;|
|“AIM Rules”||the “AIM Rules for Companies” published by the London Stock Exchange from time to time;|
|“Anglesey” or the “Company”||Anglesey Mining plc, a company incorporated in England and Wales with registered number 1849957;|
|“Articles of Association”||the articles of association of the Company, as amended from time to time;|
|“Board”||the board of directors of the Company;|
|“Companies Act”||the Companies Act 2006, as amended, modified or re-enacted from time to time;|
|“Company’s Public Record”||information which is in the public domain and which includes, without limitation, all information available in respect of the Company accessed at the London Stock Exchange, all information available in respect of the Company on the FCA’s National Storage Mechanism and all information available in respect of the Company at the website of Companies House at www.companieshouse.gov.uk/ and all information available on the Company’s website at www.angleseymining.co.uk;|
|“Delisting”||the proposed cancellation of the listing of the Company’s Ordinary Shares on the Official List and from trading on the London Stock Exchange’s main market for listed securities;|
|“Directors”||means the directors of the Company at the date of this document and “Director” means any one of them;|
|“Euroclear”||Euroclear UK & Ireland Limited;|
|“FCA” or “Financial Conduct Authority”||the Financial Conduct Authority of the United Kingdom or any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;|
|“FSMA”||the Financial Services and Markets Act 2000, as amended;|
|“GDPR”||the EU General Data Protection Regulation (EU) 2016/679;|
|“Group”||the Company together with its subsidiaries and subsidiary undertakings;|
|“IFRS”||International Financial Reporting Standards as adopted for use by the EU;|
|“London Stock Exchange”||London Stock Exchange plc or its successor(s);|
|“Nominated Adviser & Broker Agreement”||the agreement dated 9 March 2022 entered into between the Company and Davy, details of which are set out in paragraph 10.1 of this Appendix;|
|“Official List”||the list maintained by the UK Listing Authority in accordance with section 74(1) of FSMA for the purpose of Part VI of FSMA;|
|“Ordinary Shares”||ordinary shares of 1 pence each in the capital of the Company;|
|“pounds” or “£” or “pound sterling”||means the lawful currency of the United Kingdom;|
|“QCA Code”||the corporate governance code for small and mid-size companies issued by the Quoted Company Alliance, as amended from time to time;|
|“Reference Date”||10 March 2022, the latest practicable date prior to publication of this document;|
|“Registrar”||Link Asset Services;|
|“Schedule One Announcement”||the announcement by the Company pursuant to Rule 2 and Schedule One to the AIM Rules for Companies, to which this Appendix is attached, in connection with AIM Admission;|
|“shareholder(s)”||means holder(s) of Ordinary Shares;|
|“subsidiary”||has the meaning given in section 1159 of the Companies Act;|
|“subsidiary undertaking”||has the meaning given in section 1162 of the Companies Act;|
|“Takeover Code”||the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time;|
|“Takeover Panel”||the Panel on Takeovers and Mergers;|
|“United Kingdom” or “UK”||the United Kingdom of Great Britain and Northern Ireland;|
INFORMATION relating TO ANGLESEY MINING PLC
- Information and status on the company
1.1 The Company was incorporated and registered in England and Wales under the Companies Act 2006 with registration number 1849957 with the name Peakneat Limited on 21 September 1984. The Company changed its name to Anglesey Mining PLC on 12 November 1984.
1.2 The principal legislation under which the Company operates and which the Ordinary Shares have been, and the new Ordinary Shares will be, issued is the Companies Act and regulations made thereunder. The Company is a public limited company and, accordingly, the liability of its members is limited to the amount paid up or to be paid up on their shares.
1.3 The Company is domiciled in the United Kingdom.
1.4 The business of the Group is the development of mineral properties and its principal activity is exploring and developing its wholly owned Parys Mountain zinc, lead and copper project in North Wales.
1.5 The legal entity identifier of the Company is 213800X8BO8EK2B4HQ71.
1.6 The Company is the holding company for a number of subsidiaries. The Company’s principal subsidiaries and its ownership interests are as follows:
|Name of subsidiary||Country of Incorporation||Percentage of Share Capital held|
|Parys Mountain Land Limited||England & Wales||100|
|Parys Mountain Heritage Limited||England & Wales||100|
|Parys Mountain Mines Limited||England & Wales||100|
- Share capital of the company
2.1 The Company does not have an authorised share capital and does not place any limit on the number of shares which the Company may issue.
2.2 The issued fully paid up share capital of the Company as at (i) the Reference Date; and (ii) the date of the AIM Admission is 248,070,732 Ordinary Shares with an aggregate nominal value of £2,480,707.32.
2.3 All Ordinary Shares in the capital of the Company are created under the Companies Act, registered and may be held in either certificated or uncertificated form.
2.4 The ISIN number for the Ordinary Shares is GB0000320472.
2.5 The Company’s Ordinary Shares are currently admitted to listing on the FCA’s Official List (premium listing segment) and to trading on the London Stock Exchange’s Main Market, having first been so admitted on 18 May 1988. Application will be made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on AIM. It is expected that AIM Admission will become effective and that trading in Ordinary Shares will commence on AIM on or around 8 April 2022 and that admission of the Ordinary Shares to listing on the FCA’s Official List (premium listing segment) and to trading on the London Stock Exchange’s Main Market will simultaneously be cancelled on the same date. The Ordinary Shares will not be admitted to trading on any other investment exchange.
2.6 As at the Reference Date, no Ordinary Shares were held by or on behalf of the Company.
2.7 As at the Reference Date, the Company also had 21,529,451 Deferred A Shares and 116,241,384 Deferred B Shares in issue, however these shares do not carry any rights to vote.
2.8 No person has any rights to purchase the unissued share capital of the Company.
2.9Further information on the share capital of the Company is set out in the Company’s Public Record.
- Articles of association
3.1 The Articles of Association of the Company adopted pursuant to a resolution passed at the annual general meeting of the Company held on 24 September 2010 contain, among others, provisions to the following effect.
The objects of the Company are unrestricted.
The liability of the Company’s members is limited to the amount, if any, unpaid on the shares in the Company held by them.
Subject to any rights attached to existing shares, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the board may decide. Such rights and restrictions shall apply as if they were set out in the Articles of Association. Redeemable shares may be issued, subject to any rights attached to existing shares. The board may determine the terms and conditions and the manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if they were set out in the Articles of Association.
Subject to special rights and restrictions as to voting attached to any class of shares by or in accordance with the Articles of Association, on a vote on a resolution:
(a)on a show of hands every member present in person has one vote and every proxy present who has been duly appointed by one or more members will have one vote, except that if a shareholder votes in person on a resolution then, as regards that resolution, his proxy shall have no vote; and a proxy shall have one vote for and one vote against if the proxy has been duly appointed by more than one member and the proxy has been instructed by one or more members to vote for and by one or more other members to vote against or by one or more members to vote in the same way (whether for or against) and one or more of those members has permitted the proxy discretion as to how to vote; and
(b) on a poll every member has one vote per share held by him and he may vote in person or by one or more proxies.
This is subject to any special terms as to voting which are given to any shares or on which shares are held. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
Unless the board decides otherwise, no member shall be entitled to vote at any general meeting or class meeting in respect of any share held by him if any call or other sum then payable by him in respect of that share remains unpaid.
Dividends and Other Distributions
The Company may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the board. Subject to the Companies Act, the board may pay interim dividends, and also any fixed rate dividend, whenever the financial position of the Company, in the opinion of the board, justifies its payment.
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, all dividends shall be declared and paid according to (i) amounts paid up on the shares in respect of which the dividend is declared and paid, but no amount paid up on a share in advance of a call may be treated as paid up on the share; and (ii) the terms on which any share is allotted that provide that such share shall be entitled to a dividend as if the nominal amount of it were fully or partly paid from a particular date (in the past or the future). Except as set out above, dividends may be declared or paid in any currency.
No dividend or other monies payable by the Company on or in respect of any share shall carry a right to receive interest from the Company, unless otherwise provided by the rights attached to the shares.
Variation of Rights
Subject to the Companies Act, rights attached to any class of shares may be varied with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares validly held in accordance with the provisions of these articles, but not otherwise.
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them or by the purchase or redemption by the Company of its own shares.
Transfer of Shares
Subject to the Articles of Association, any member may transfer all or any of his certificated shares by an instrument of transfer in writing in any usual form or in any other form which the board may approve. The instrument of transfer must be signed by or on behalf of the transferor and (in the case of a partly-paid share) the transferee.
The transferor of a share is deemed to remain the holder until the transferee’s name is entered in the register.
The board can decline to register any transfer of any share which is not a fully-paid share or the transfer of a share on which the Company has a lien. The board may also decline to register a transfer of a certificated share unless the instrument of transfer:
(a) is duly stamped (if required);
(b) is in respect of only one class of share;
(c) is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees or renouncees; and
(d) is delivered for registration to the office or such other place as the board may decide, accompanied by the certificate for the shares to which it relates and such other evidence as the board may reasonably require.
The board may convene a general meeting of the Company whenever it thinks fit. If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone the meeting to another date, time and place.
No business shall be transacted at any general meeting unless a quorum of two shareholders is present in person or by proxy and entitled to vote. The absence of a quorum shall not preclude the appointment of a chairman of the meeting in accordance with the provisions of these articles, which shall not be treated as part of the business of the meeting.
(a) Number of directors
There is no maximum number of directors, but the minimum number of directors is three.
(b) Directors’ shareholding qualification
A director is eligible for appointment or reappointment if he is recommended by the board or proposed by a notice from a shareholder entitled to attend and vote at the meeting for appointment or reappointment.
(c) Appointment of directors
Directors may be appointed by the Company by ordinary resolution or by the board. A director appointed by the board holds office only until the next annual general meeting of the Company and shall not retire by rotation at such meeting.
(d) Retirement of directors
At every annual general meeting one third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to but not less than one third, shall retire from office provided that if there are fewer than three directors who are subject to retirement by rotation, one shall retire from office.
If any one or more directors who have been a director at each of the preceding two annual general meetings of the Company:
(i)was not appointed or reappointed at either such general meeting; and
(ii) has otherwise ceased to be a director (whether by resignation, retirement, removal or otherwise) and was not reappointed by general meeting of the Company at or since either such annual general meeting,
he or they shall retire from office and shall be counted in obtaining the number required to retire at the meeting.
(e) Removal of directors by ordinary resolution
The Company may by ordinary resolution remove any director before the expiration of his period of office.
(f) Vacation of office
The office of a director shall be vacated if:
(i) he resigns by notice delivered to the secretary at the office or tendered at a board meeting;
(ii) he is prohibited by a law from being a director;
(iii) he ceases to be a director by virtue of the Companies Act;
(iv) he is removed from office pursuant to the Company’s Articles of Association.
(v) he becomes bankrupt or compounds with his creditors generally;
(vi) a registered medical practitioner writes an opinion to the company stating that he has become physically and mentally incapable of acting as a director;
(vii) he is or has been suffering from mental ill health and a court makes an order which wholly or partly prevents him from personally exercising any powers or rights which he would otherwise have;
(viii) he and his alternate director (if any) are absent without the permission of the board from meetings of the board for six consecutive months and the board resolves that his office is vacated; or
(ix) he is removed from office by a notice addressed to him at his last known address and signed by all his co-directors.
If the office of a director is vacated for any reason, he must cease to be a member of any committee of the board.
(g) Alternate director
Any director may appoint as his alternate director (i) another director; or (ii) another person approved by the board and willing to act, and may at his discretion remove such alternate director. If the alternate director is not already a director, the appointment, unless previously approved by the board, shall have effect only upon and subject to being so approved.
(h) Proceedings of the Board
Subject to the provisions of the Articles of Association, the board may meet for the despatch of business, adjourn and otherwise regulate meetings as it thinks fit. Any director may summon a board meeting at any time by notice served on the members of the board. The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.
Questions arising at any meeting of the board shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.
A resolution in writing signed by all the directors who are at the relevant time entitled to receive notice of a board meeting and who would be entitled to vote on the resolution at a board meeting shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the board (or committee).
The board may delegate any of its powers, authorities and discretions to a committee. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in the Articles of Association for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.
(i) Remuneration of directors
Each of the executive directors (but not alternate directors) shall be paid a fee at such rate as may from time to time be determined by the board, and may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the board.
Each director may be paid his reasonable travelling, hotel and incidental expenses of attending meetings of the board, or committees of the board or of the Company or any other meeting which as a director he is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a director.
(j) Pensions and gratuities for directors
The board may exercise the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a director of (i) the Company; (ii) a company which is or was a subsidiary undertaking of the Company; (iii) a company which is or was allied to or associated with the Company or a subsidiary undertaking of the Company; or (iv) a predecessor in business of the Company or of a subsidiary undertaking of the Company, (or in each case, for any member of his family, including a spouse or former spouse or a person who is or was dependent on him).
(k) Directors’ interests
The board may authorise any matter which would otherwise involve a director breaching his duty under the Companies Act to avoid conflicts of interest.
The board may give any such authorisation upon such terms as it thinks fit and may revoke or vary such authority at any time.
Subject to the provisions of the Companies Act, and provided he has declared the nature and extent of his interest to the board as required by the Companies Act, a director may:
(i) be party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company has a direct or indirect interest;
(ii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor);
(iii) be a director or other officer of, or employed by or a party to a transaction or arrangement with, or otherwise be interested in any body corporate in which the Company may be interested, and a director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit realised by reason of having an interest permitted as described above or by reason of having a conflict of interest authorised by the board and no contract shall be liable to be avoided on the grounds of a director having any such interest.
(l) Restrictions on voting
Subject to certain exceptions set out in the Articles of Association, no director may vote on or be counted in the quorum in relation to any resolution of the board concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest.
No director may vote on, or be counted in a quorum in relation to, any resolution of the board or committee concerning his own appointment.
Subject to the Companies Act, the Company may by ordinary resolution suspend or relax to any extent the provisions relating to directors’ interests or the restrictions on voting or ratify any transaction not duly authorised by reason of a contravention of the provisions.
(m) Borrowing powers
Subject to the Articles of Association and the provision of the Companies Act, the board may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property, and assets (present or future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.
The board must restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure that, save with the previous sanction of an ordinary resolution, no money shall be borrowed if the aggregate principal amount outstanding of all borrowings by the Group then exceeds, or would as a result of such borrowing exceed, an amount equal to two times the adjusted capital and reserves (as defined in the Articles of Association).
3.2 A complete copy of the Articles of Association may be accessed at www.angleseymining.co.uk
- Risk factors
In addition to the risk factors relating to the Company and its industry set out in the 2021 Annual Report & Accounts, the risk factors set out in this paragraph 4 relating to the Ordinary Shares should be considered carefully when evaluating whether to make an investment in the Company. An investment in the Company is only suitable for investors who are capable or evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which might result from such investment. If you are in any doubt as to the action you should take, you should consult a professional adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This summary of risk factors is not intended to be exhaustive.
4.1 The price of the Ordinary Shares may fluctuate
The value of an investment in the Ordinary Shares may go down as well as up. The price of the Ordinary Shares may fall in response to a range of external factors including the results of the Group, appointments to and resignations from the board of directors and executive management team, speculation in the market regarding the Group’s business or other events affecting the Group and general stock market conditions. In addition, significant sales of Ordinary Shares by major shareholders, could have a material adverse effect on the market price of Ordinary Shares as a whole.
4.2 Investment in AIM securities
An investment in companies whose shares are traded on AIM is perceived to involve a higher degree of risk and be less liquid than an investment in companies whose shares are listed on the Official List. AIM is a market designed primarily for emerging or smaller companies. An investment in the Ordinary Shares may be difficult to realise. Existing and prospective investors should be aware that the value of an investment in the Company may go down as well as up and that the market price of the Ordinary Shares may not reflect the underlying value of the Company. Investors may realise less than their investment. Further, a quotation on AIM will afford shareholders a lower level of regulatory protection than that afforded to shareholders in a company with its shares listed on the premium segment of the Official List.
- Information on the directors
5.1 As at the Reference Date and immediately following AIM Admission becoming effective in accordance with the AIM Rules, the interests (including related financial products as defined in the AIM Rules) of the Directors (including persons connected with the Directors within the meaning of section 252 of the Companies Act and any member of the Director’s family (as defined in the AIM Rules)) in the issued share capital of the Company are as follows:
|Director||Legally owned Ordinary Shares||Share options|
|Howard B. Miller||–||–|
5.2 Save as stated above:
(i) None of the Directors (nor any person connected with any of them within the meaning of section 252 of the Companies Act) has any interest, whether beneficial or non-beneficial, in the share or loan capital in the Company or any company in the Group or in any related financial product (as defined in the AIM Rules) referenced to the Ordinary Shares;
(ii) There are no outstanding loans granted or guarantees provided by any member of the Group to or for the benefit of the Directors or provided by any Director to any member of the Group;
(iii)None of the Directors has any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by, or leased to, any member of the Group;
(iv) None of the Directors has any option or warrant to subscribe for any shares in the Company; and
(v) None of the Directors has any interest, direct or indirect, in any contract or arrangement which is or was unusual in its nature or conditions or significant to the business of the Group taken as a whole, which were effected by any member of the Group and which remains in any respect outstanding or unperformed.
5.3 The Directors hold, or have during the five years preceding the date of this Appendix held, the following directorships or partnerships:
|Director||Age||Current Directorships / Partnerships||Past Directorships / Partnerships|
|John Kearney||71||Buchans Resources Limited
Canadian Manganese Company Inc.
Labrador Iron Mines Holdings Limited
Conquest Resources Limited
Energold Minerals Inc.
681358 Alberta Limited
Getty Resources Inc.
Karbonate Minerals Corporation
Pelly River Mines Limited
Rose Creek Vangorda Mines Limited
Golden Sun Resources
Oncologica UK Limited
Saskatchewan Mining and Minerals Inc.
Minco Exploration Plc
Northgate Exploration Limited
|African Gold Plc
Canadian Zinc Corporation
Avnel Gold Mining Limited
|Bill Hooley||74||Labrador Iron Mines Holdings Limited
Grängesberg Iron AB
|Jonathan Battershill||51||Silver Mines Limited
Black Dragon Gold Corporation
Alien Metals Limited
E-Cycle Metals Limited
JJB Advisory Limited
|Howard B. Miller||78||–||Avnel Gold Mining Limited|
|Danesh Varma||72||Brook Payroll Services Limited
Brookfield Investments Corp.
Buchans Resources Limited
Labrador Iron Mines Holdings Limited
Canadian Manganese Company Inc.
Grängesberg Iron AB
Minco Exploration plc
Andromeda Life Sciences Limited
Traders Own Ltd
Brook Corporate Finance Limited
KCA Nominees Limited
Kennard Cousins & Associates Limited
Centaur Seaplane Limited
GPS Wealth Limited
Global Presentation Strategies Limited
Brook Precious Metals Limited
Prima Properties Management Limited
Minco Mining Limited
Crowd for Angels (UK) Limited
Brookfield Infrastructure Partners
Aviary Films Limited
|Andrew King||57||Scanmetals (UK) Limited
|Avnel Gold Mining Limited
Highland Metals Pte. Ltd.
Mil-Ver Metal Company Limited
Brookside Metal Corporation Limited
Amalgamated Metal Corporation Plc
Ceramics & Alloy Specialists (Pty) Ltd
Consolidated Tin Smelters Limited
Amalgamated Metal Investment Holdings Limited
British Amalgamated Metal Investments Limited
British Metal Corporation Limited
The British Metal Corporation (India) Pty. Ltd.
The British Metal Corporation (South Africa) (Pty) Ltd.
Alloys Metals and Ceramics Holdings (Pty) Ltd
AMT Futures Limited
African Panther Resources (U) Limited
|Namrata Verma||42||Terrafranca Capital Partners Limited
Terrafranca Advisory Limited
5.4 None of the Directors has:
(i) any unspent convictions relating to indictable offences;
(ii) had a bankruptcy order made against them or entered into any individual voluntary arrangements;
(iii) been a director of a company which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation or administration or entered into a company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst they were a director of that company at the time of, or within the twelve months preceding, such events;
(iv) been a partner of a firm which has been placed in compulsory liquidation or administration or which has entered into a partnership voluntary arrangement whilst they were a partner of that firm at the time of, or within twelve months preceding, such events;
(v) had any asset belonging to them placed in receivership or been a partner of a partnership any of whose assets have been placed in receivership whilst they were a partner at the time of, or within twelve months preceding, such receivership; or
(vi) been publicly criticised by any statutory or regulatory authority (including any recognised professional body) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.
- Major shareholders
6.1 The names and shareholdings in the Company held by ‘significant shareholders’ (being persons holding 3% or more of the Ordinary Shares in the Company), with such shareholdings expressed as a percentage of the Company’s issued share capital both before and upon AIM Admission are set out in the Schedule One announcement.
6.2 As at the Reference Date, no major shareholder has any different voting rights to the other holders of Ordinary Shares in the capital of the Company.
6.3 The Company is not aware of any person or persons who, directly or indirectly, jointly or severally, exercise(s) or could exercise control of the Company or any arrangements the operation of which may, at a subsequent date, result in a change in the control of the Company.
- Company’s financial information
7.1 The Group’s audited consolidated financial statements included in the Group’s 2021 Annual Report and Accounts, the Group’s Annual Report and Accounts for FY 2019/20 and the Group’s Annual Report and Accounts for FY 2018/19, respectively, together with the audit reports thereon, are incorporated by reference into this document. The Group’s audited consolidated financial statements for FY 2020/21, FY 2019/2020 and FY 2018/19 were prepared in accordance with IFRS. The Group’s unaudited interim results for the six-month period ended 30 September 2021, which contain comparative statements for the same period in the prior financial year, are also incorporated by reference into this document. These documents are all available from the Company’s website at www.angleseymining.co.uk:
|Reference document||Information incorporated by reference||Page number in the reference document|
|Anglesey Mining Half Yearly Report for the six months to 30 September 2021||Unaudited Condensed Consolidated Income Statement||Page 4|
|Unaudited Condensed Consolidated Statement of Financial Position||Page 5|
|Unaudited Condensed Consolidated Statement of Cash Flows||Page 6|
|Unaudited Condensed Consolidated Statement of Changes in Group Equity||Page 7|
|Notes to the Condensed Consolidated Financial Statements||Pages 8 to 11|
|Anglesey Mining Annual Report for the year to 31 March 2021||Group Income Statement||Page 43|
|Group Statement of Comprehensive Income||Page 43|
|Group Statement of Financial Position||Page 44|
|Company Statement of Financial Position||Page 45|
|Statement of Changes in Equity||Page 46|
|Group Statement of Cash Flows||Page 47|
|Company Statement of Cash Flows||Page 48|
|Notes to the Financial Statements||Pages 49 – 63|
|Anglesey Mining Annual Report for the year to 31 March 2020||Group Income Statement||Page 35|
|Group Statement of Comprehensive Income||Page 35|
|Group Statement of Financial Position||Page 36|
|Company Statement of Financial Position||Page 37|
|Statement of Changes in Equity||Page 38|
|Group Statement of Cash Flows||Page 39|
|Company Statement of Cash Flows||Page 40|
|Notes to the Financial Statements||Pages 41 – 55|
|Anglesey Mining Annual Report for the year to 31 March 2019||Group Income Statement||Page 27|
|Group Statement of Comprehensive Income||Page 27|
|Group Statement of Financial Position||Page 28|
|Company Statement of Financial Position||Page 29|
|Statement of Changes in Equity||Page 30|
|Group Statement of Cash Flows||Page 31|
|Company Statement of Cash Flows||Page 32|
|Notes to the Financial Statements||Pages 33 – 49|
7.2 Mazars LLP of Tower Bridge House, St Katharine’s Way, London E1W 1DD, United Kingdom are the current auditors of the Company.
- Dividend policy
The Group does not pay a dividend.
- Litigation and arbitration
Neither the Company nor any other member of the Group is, nor has it been at any time during the 12 months immediately preceding the date of this Appendix, involved in any governmental, legal or arbitration proceedings, which may have, or have had in the recent past, a significant effect on the Company’s and/or the Group’s financial position or profitability and there are no such proceedings of which the Company is aware which are pending or threatened.
- Material contracts
The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Group in the two years prior to the date of this Appendix and are, or may be, material to the Group or have been entered into by any member of the Group at any time and contain obligations or entitlements which are, or may be, material to the Group, in each case as at the date of this Appendix:
10.1 Nominated Adviser and Broker Agreement
On 9 March 2022, the Company entered into an agreement with Davy under which Davy agreed to act as nominated adviser and broker to the Company, as required under the AIM Rules for Companies. Following Admission, the Nominated Adviser and Broker Agreement is terminable by either party on sixty days’ notice and Davy will be entitled to terminate the agreement in certain customary circumstances, including if there has been a material breach by the Company of its obligations under the agreement or if the Ordinary Shares cease to be admitted to trading on AIM. The Company has given customary undertakings, warranties and indemnities to Davy.
10.2 Project Development and Cooperation Agreement
On 26 November 2018, the Company entered into an agreement with QME Mining Technical Services (“QME”), a division of QME Ltd pursuant to which QME agreed to carry out an agreed programme of design, engineering and optimisation studies relating to the future development of Parys Mountain. Subsequent to the agreement, QME carried out a detailed review of various development and mining alternatives for Parys Mountain and delivered the results to the Company. In consideration for services rendered, the Company has granted QME various rights and options relating to the future development of Parys Mountain, including:
(i) awarding exclusive contracts for the development of the decline and underground mind development on terms to be agreed;
(ii) in the event that the Company and QME are not able to agree terms AYM may offer such contracts to third parties, subject to a right of first refusal in favour of QME, and subject to a payment by AYM to QME, upon the award of such contracts to a third-party, of a break-fee; and
(iii) a right and option granted to QME, upon completion of the pre-feasibility study to undertake, at QME’s cost and investment, the mine development component of the Parys Mountain project, including decline and related underground development and shaft development, with a scope to be agreed, to the point of commencement of production, in consideration of which QME would earn a 30% undivided joint venture interest in the Parys Mountain project.
- Corporate governance
11.1 Up to the date of AIM Admission, the recognised corporate governance code that the Board has been and will be applying is the UK Corporate Governance Code. The Corporate Governance Report is set out on pages 29 to 34 of the 2021 Annual Report and outlines how the Company seeks to apply the Principles of the UK Corporate Governance Code under five sections, the actions the Company has taken and some resulting outcomes.
11.2 The recognised corporate governance code that the Board will comply with following the AIM Admission is the QCA Code.
- The Takeover Code and the Companies Act
12.1 Mandatory takeover bids
(i) The Takeover Code applies to all takeover and merger transactions in relation to the Company and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The Takeover Code provides an orderly framework within which takeovers are conducted and the Takeover Panel has now been placed on a statutory footing.
(ii) The Takeover Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company, the other holders of securities must be protected. This is reinforced by Rule 9 of the Takeover Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30 per cent. or more of the voting rights to make a general offer. “Voting rights” for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Takeover Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights.
(iii) There are not in existence any current mandatory takeover bids in relation to the Company.
12.2 Squeeze out
Section 979 of the Companies Act provides that if, within certain time limits, an offer is made for the share capital of the Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to any remaining minority shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the Company to hold on trust for such shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration available under the takeover offer.
12.3 Sell out
Section 983 of the Companies Act permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in the Company which amount to not less than 90 per cent. in value of all the voting shares in the Company and carry not less than 90 per cent. of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.
The following summary is intended as a general guide only for Shareholders who are UK tax resident as to their tax position under current UK tax legislation and HMRC practice as at the date of this Appendix. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time.
The Company is at the date of this Appendix resident for tax purposes in the United Kingdom and the following is based on that status.
This summary is not a complete and exhaustive analysis of all the potential UK tax consequences for holders of Ordinary Shares. It addresses certain limited aspects of the UK taxation position applicable to shareholders resident and domiciled for tax purposes in the United Kingdom (except in so far as express reference is made to the treatment of non-UK residents) and who are absolute beneficial owners of their Ordinary Shares (as applicable) and who hold their Ordinary Shares as an investment and not as party to an arrangement that would produce a return that is economically equivalent to interest or which has the main purpose, or one of the main purposes, the obtaining of a tax advantage. This summary does not address the position of certain classes of shareholders who (together with associates) have a 10 per cent. or greater interest in the Company, or such as dealers in securities, market makers, brokers, intermediaries, collective investment schemes, pension funds, charities or UK insurance companies or whose shares are held under a self-invested personal pension or an individual savings account or are ’employment related securities’ as defined in section 421B of the Income Tax (Earnings and Pensions) Act 2003.
Any person who is in any doubt as to his tax position or who is subject to taxation in a jurisdiction other than the United Kingdom should consult his or her professional advisers immediately as to the taxation consequences of his or her ownership and disposition of Ordinary Shares.
This summary is based on current United Kingdom tax legislation. Shareholders should be aware that future legislative, administrative and judicial changes could affect the taxation consequences described below.
13.1 Taxation of Dividends
Under current UK taxation legislation, there is no UK withholding tax on dividends, including cases where dividends are paid to a shareholder who is not resident (for tax purposes) in the United Kingdom.
UK tax resident and domiciled or deemed domiciled individual shareholders
All dividends received from the Company by an individual shareholder who is resident and domiciled (or deemed domiciled) in the UK will, except to the extent that they are earned through an ISA, self-invested pension plan or other regime which exempts the dividend from tax, form part of the shareholder’s total income for income tax purposes and will represent the highest part of that income.
A nil rate of income tax applies to the first £2,000 of dividend income received by an individual shareholder in a tax year (the “Nil Rate Amount”), regardless of what tax rate would otherwise apply to that dividend income. If an individual receives dividends in excess of this allowance in a tax year, the excess will be taxed at 7.5 per cent (due to increase to 8.75 per cent on 6 April 2022). (for individuals not liable to tax at a rate above the basic rate), 32.5 per cent. (due to increase to 33.75 per cent on 6 April 2022) (for individuals subject to the higher rate of income tax) and 38.1 per cent. (due to increase to 39.35 per cent on 6 April 2022) (for individuals subject to the additional rate of income tax) for 2020/21.
To the extent that total income exceeds any remaining standard rate band (maximum £1,000), trustees of discretionary trusts receiving dividends from shares are liable to account for income tax at the dividend trust rate, currently 38.1 per cent (due to increase to 39.35 per cent on 6 April 2022) (a rate of 7.5 per cent (8.75 per cent from 6 April 2022)) applies to dividend income within the standard rate band). Trustees do not qualify for the £2,000 dividend allowance available to individuals. This is a complex area and trustees of such trusts should consult their own tax advisers.
UK pension funds and charities are generally exempt from tax on dividends which they receive.
Corporate shareholders within the charge to UK corporation tax
Shareholders within the charge to UK corporation tax which are ‘small companies’ for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 will generally not be subject to UK corporation tax on any dividend received provided certain conditions are met (including an anti-avoidance condition).
A UK resident corporate shareholder (which is not a ‘small company’ for the purposes of the UK taxation of dividends legislation in Part 9A of the Corporation Tax Act 2009) will be liable to UK corporation tax (currently at a rate of 19 per cent as from 1 April 2020) unless the dividend falls within one of the exempt classes set out in Part 9A. Examples of exempt classes (as defined in Chapter 3 of Part 9A of the Corporation Tax Act 2009) include dividends paid on shares that are ‘ordinary shares’ (that is shares that do not carry any present or future preferential right to dividends or to the Company’s assets on its winding up) and which are not ‘redeemable’, and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital in respect of which the distribution is made). However, the exemptions are not comprehensive and are subject to various conditions and anti-avoidance rules.
Non-UK resident corporate shareholders are not generally subject to UK tax on dividend receipts.
Non-UK resident individual shareholders who receive a dividend from the Company are treated as having paid UK income tax on their dividend income at the dividend ordinary rate (7.5 per cent, due to increase to 8.75 per cent on 6 April 2022). Such income tax will not be repayable to a non-UK resident individual shareholder. A non-UK resident individual shareholder is not generally subject to further UK tax on dividend receipts.
Non-UK resident shareholders may however be subject to taxation on dividend income under local law, in their country or jurisdiction of residence and/or citizenship. Non-UK resident shareholders should consult their own tax advisers in respect of the application of such provisions, their liabilities on dividend payments and/or what relief or credit may be claimed in the jurisdiction in which they are resident.
13.2 Taxation of Chargeable Gains
If an individual shareholder is within the charge to UK capital gains tax, a disposal (or deemed disposal) of all or some of his or her Ordinary Shares may give rise to a chargeable gain or an allowable loss for the purposes of capital gains tax, depending on his or her circumstances. The rate of capital gains tax on disposal of shares is 10 per cent. (current and proposed 2022/2023) for individuals who are subject to income tax at the basic rate and 20 per cent. (current and proposed for 2022/2023) for individuals who are subject to income tax at the higher or additional rates. An individual shareholder is entitled to realise an annual exempt amount (£12,300 from 6 April 2022).
For a corporate shareholder within the charge to UK corporation tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain at the rate of corporation tax applicable to that shareholder (currently 19 per cent, due to increase to 25 per cent from 1 April 2023) or an allowable loss for the purposes of UK corporation tax. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax by increasing the chargeable gains tax base cost of an asset in accordance with the rise in the retail prices index from the month of acquisition up to 31 December 2017. Indexation allowance is currently ‘frozen’ so that it does not increase the chargeable gains tax base cost for any period from 1 January 2018 onwards, even if the date of disposal occurs at a later point in time.
A shareholder who is not resident in the United Kingdom for tax purposes, but who carries on a trade, profession or vocation in the United Kingdom through a permanent establishment (where the shareholder is a company) or through a branch or agency (where the shareholder is not a company) and has used, held or acquired the Ordinary Shares for the purposes of such trade, profession or vocation or such permanent establishment, branch or agency (as appropriate) may be subject to UK tax on capital gains on the disposal of Ordinary Shares.
In addition, holders of Ordinary Shares who are individuals and who dispose of Ordinary Shares while they are temporarily non-resident may be treated as disposing of them in the tax year in which they again become resident in the United Kingdom.
13.3 Inheritance Tax
Individual and trustee Shareholders domiciled or deemed to be domiciled in any part of the United Kingdom may be liable on occasions to inheritance tax (“IHT”) on the value of any Ordinary Shares held by them. Under current law, the primary occasions on which IHT is charged are on the death of the Shareholder, on any gifts made during the seven years prior to the death of the Shareholder (which will also be brought into account when calculating the IHT on the death of the Shareholder), and on certain lifetime transfers, including transfers to trusts or appointments out of trusts to beneficiaries, save in very limited and exceptional circumstances.
However, a relief from IHT known as business property relief (“BPR”) may apply to ordinary shares or preference shares in unlisted trading companies once these have been held with such status for two years by the Shareholder. This relief may apply notwithstanding that a company’s shares will be admitted to trading on AIM (although it does not apply to companies whose shares are listed on the Official List, which was the case for the Ordinary Shares prior to admission to AIM). BPR operates by reducing the value of shares by 100 per cent. for IHT purposes which means that there will be no IHT to pay.
Shareholders should consult an appropriate professional adviser if they intend to make a gift of any kind or intend to hold any Ordinary Shares through trust arrangements. They should also seek professional advice in a situation where there is a potential for a double charge to UK IHT and an equivalent tax in another country.
13.4 Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)
Neither UK stamp duty nor SDRT should arise on transfers of Ordinary Shares on AIM (including instruments transferring Ordinary Shares and agreements to transfer Ordinary Shares) based on the following assumptions:
(i) the Ordinary Shares are admitted to trading on AIM, but are not listed on any market (with the term ‘listed’ being construed in accordance with section 99A of the Finance Act 1986) , and this has been certified to Euroclear; and
(ii) AIM continues to be accepted as a ‘recognised growth market’ (as construed in accordance with section 99A of the Finance Act 1986). In the event that either of the above assumptions does not apply, stamp duty or SDRT may apply to transfers of Ordinary Shares in certain circumstances, at the rate of 0.5 per cent. of the amount or value of the consideration (rounded up in the case of stamp duty to the nearest £5).
Companies whose shares trade on AIM are deemed unlisted for the purposes of certain areas of UK taxation. Following the AIM Admission, Ordinary Shares held by individuals for at least two years from the AIM Admission may qualify for more generous exemptions from inheritance tax on death or in relation to lifetime transfers of those Ordinary Shares. Shareholders should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether the tax benefit referred to above may be available to them.
The comments set out above are intended only as a general guide to the current tax position in the United Kingdom at the date of this Appendix. The rates and basis of taxation can change and will be dependent on a shareholder’s personal circumstances.
Neither the Company nor its advisers warrant in any way the tax position outlined above which, in any event, is subject to changes in the relevant legislation and its interpretation and application.
- Related party transactions
Details of related party transactions are set out in note 14 to the 2021 Interim Report & Accounts, in note 24 to the 2021 Annual Report & Accounts, in note 24 to 2020 Annual Report & Accounts and in note 25 to the 2019 Annual Report & Accounts.
Details of the Group’s investments are set out in note 10 to the 2021 Interim Report & Accounts, in note 13 to the 2021 Annual Report & Accounts, in note 13 to the 2020 Annual Report & Accounts and in note 13 to the 2019 Annual Report & Accounts.
For the six months ended 30 September 2021, the Group had one full-time employee.
17.1 Davy has given and not withdrawn its written consent to the issue of this Appendix with the inclusion of its name and references to it in the form and context in which it is included.
17.2 The independent Preliminary Economic Assessment (“PEA”) on the Parys Mountain project completed by Micon International Limited and a letter by Micon International Limited stating that there had been no significant change to the PEA as at 7 March 2022 are incorporated by reference in full into this document and are available on the Company’s website at www.angleseymining.co.uk.
17.3 No public takeover bids have been made by third parties in respect of the Company’s issued share capital during the six months ended 30 September 2021 or during the current accounting period up to the date of this Appendix.
17.4 There are no environmental issues that affect the Group’s utilisation of its tangible fixed assets.
17.5 Save as disclosed in the Company’s Public Record, the Directors are not aware of any known trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on the Company’s prospects for at least the current financial year.
– Ends –