Anglo Asian Mining plc / Ticker: AAZ / Index: AIM / Sector: Mining
27 May 2022
Anglo Asian Mining plc
Waiver under Rule 9 of the City Code on Takeovers and Mergers
Posting of Circular and Notice of General Meeting proposing Independent Shareholders' approval of waiver
Anglo Asian Mining plc ("Anglo Asian" or the "Company"), the AIM-listed gold, copper and silver producer focused in Azerbaijan, is pleased to announce that it will seek the approval of the Independent Shareholders of a waiver granted by The Panel on Takeovers and Mergers (the "Panel") of the obligation that would otherwise arise on certain shareholders to make a general offer for the entire issued, and to be issued, share capital of the Company pursuant to Rule 9 of The City Code on Takeovers and Mergers (the "Code") as a result of purchases by the Company of its own ordinary shares.
Accordingly, a general meeting of the Company will be held on 23 June 2022 at 11:30am at 33 St James's Square, London SW1Y 4JS (the "General Meeting") at which the resolution to approve the waiver ("Waiver Resolution") will be proposed. The Waiver Resolution is set out in full in the circular sent to shareholders today (the "Circular").
The Circular, the form of proxy and the consent letter to issue the Circular are available for download on the Company's website at www.angloasianmining.com.
Background to the Rule 9 Waiver and purchase of own shares by the Company
The board believes that the market capitalisation of the Company does not fairly reflect its underlying value and that its ordinary shares are undervalued. The board would also like to increase the number of institutional shareholders in the Company. The board therefore believes it beneficial for the Company to purchase its own ordinary shares in the market. These ordinary shares acquired by the Company will be held as treasury shares and be available for resale. This will enable the Company to accumulate blocks of ordinary shares significantly large enough to be attractive for sale to institutional investors.
Reza Vaziri, Governor Sununu and Limelight Industrial Developments Limited (the "Concert Party") together hold 41.6 per cent. of the issued share capital of the Company and have been deemed to act in concert by the Panel. A waiver has been obtained from the Panel that the Concert Party do not need to make a general offer for the Company following any purchases of ordinary shares by the Company. This waiver requires approval of the non-Concert Party shareholders. A circular to shareholders giving full details of the waiver, and a resolution to approve it, has been posted today to shareholders. The General Meeting to approve the waiver will be held after the Annual General Meeting ("AGM") at 11:30am on 23 June 2022.
Shareholders will also be asked to give a general authority to the Company to purchase up to 10 per cent. of its issued share capital (the "Buyback"). A resolution to this effect will be put to shareholders at the AGM and a further explanation of the resolution is set out in the Chairman's letter to shareholders on page 98 of the 2021 annual report which will accompany the Circular.
The board fully intend to maintain the listing of the Company's ordinary shares on the AIM market of the London Stock Exchange for the foreseeable future.
The Concert Party
The Concert Party as a whole is currently interested in an aggregate 47,569,970 Ordinary Shares in the Company, representing 41.6 per cent. of the issued share capital of the Company. The Concert Party's interest in shares would (assuming no other allotments of Ordinary Shares) increase to 46.2 per cent. of the issued share capital of the Company upon the Company purchasing all of the ordinary shares for which it is seeking authority.
The table below sets out the current number of ordinary shares the members of the Concert Party are interested in:
| Concert Party member | Number of ordinary shares | Per cent. of issued ordinary share capital |
| Reza Vaziri | 32,796,830 | 28.67 |
| Governor John Sununu | 10,734,540 | 9.38 |
| Limelight Industrial Developments Limited | 4,038,600 | 3.53 |
| Michael Sununu | - | - |
| Total Concert Party | 47,569,970 | 41.59 |
If the Waiver Resolution and the Buyback are approved by shareholders, the Company will have the authority to repurchase up to 11,439,202. These repurchased Ordinary Shares would be held in treasury.
Recommendation
The Directors independent of the Concert Party, being Khosrow Zamani and Professor John Monhemius (the "Independent Directors"), strongly encourage shareholders to read the circular in full and exercise their votes in respect of the Waiver Resolution. The Independent Directors, who have been so advised by SP Angel Corporate Finance LLP ("SP Angel"), consider the waiver granted by the Panel of the obligation that would otherwise arise on the members of the Concert Party both individually and collectively, to make a general offer for the entire issued share capital of the Company pursuant to Rule 9 of the Takeover Code as a result of purchases by the Company of Ordinary Shares pursuant to the authority to make market purchases, to be in the best interests of the Company and the Independent Shareholders as a whole. In providing its advice to the Independent Directors, SP Angel has taken account of the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the General Meeting, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, representing 1.6 per cent. The members of the Concert Party are not entitled to vote on the Waiver Resolution.
Terms used and not defined in this announcement shall have the same meanings given to them in the Circular.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014, which was incorporated into UK law by the European Union (Withdrawal) Act 2018, until the release of this announcement.
**ENDS**
For further information please contact:
| Reza Vaziri | Anglo Asian Mining plc | Tel: +994 12 596 3350 |
| Bill Morgan | Anglo Asian Mining plc | Tel: +994 502 910 400 |
| Stephen Westhead | Anglo Asian Mining plc | Tel: +994 502 916 894 |
| Ewan Leggat Adam Cowl | SP Angel Corporate Finance LLP Nominated Adviser and Broker | Tel: +44 (0) 20 3470 0470 |
| Charlie Jack Elfie Kent | Hudson Sandler | Tel: +44(0) 20 7796 4133
|
Notes to editors:
Anglo Asian Mining plc (AIM:AAZ) is a gold, copper and silver producer in Central Asia with a broad portfolio of production and exploration assets in Azerbaijan. The Company produced 64,610 gold equivalent ounces ("GEOs") for the year ended 31 December 2021.
In September 2021, the Company announced a transaction with the Government of Azerbaijan which grants it three additional concessions with a combined area of 882 square kilometres, including the Garadagh porphyry copper deposit, with a Soviet classified resource of over 300,000 tonnes of copper. The transaction is subject to ratification by the parliament of Azerbaijan.
In December 2021, the Company undertook a private placement which acquired 19.8 per cent. of Libero Copper & Gold Corporation ("Libero"). The transaction was completed in January 2022. Libero is listed on the TSX Venture Exchange in Canada and owns, or has the option to acquire, several copper exploration properties in North and South America, including Mocoa in Colombia, one of the world's largest undeveloped copper-molybdenum resources.
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