AMEDEO RESOURCES PLC 
By ("Creon" or "the Company")
Open Offer and Notice of General Meeting
Creon Resources Plc (AIM: CRO), the resources related
investment company, is delighted to announce that it is
seeking to raise up to approximately £12.08 million through
an Open Offer of up to 2,416,429,088 Open Offer Shares at a
price of 0.5p per Open Offer Share, which has been partly
underwritten by the Subscriber pursuant to the Subscription
Agreement. The Notice of General Meeting in connection with
the Open Offer is to be held at the Company's registered
office, 201 Temple Chambers, 3-7 Temple Avenue, London,
EC4Y
0DT on 11 July 2012 at 10.00 a.m.
Full copies of the Open Offer circular, Notice of GM and
Proxy Form have today been posted to shareholders and are
available at the
Company's website www.creonresources.com.
Creon Resources plc | |
Jeswant Natarajan | Tel: + 60 12 212 1332 |
Daniel Stewart & Company plc | |
Nominated Adviser & Broker | |
Paul Shackleton/James Felix | Tel: + 44 (0) 20 7776 6550 |
GTH Communications Limited | |
Toby Hall/Suzanne Johnson-Walsh | Tel: + 44 (0) 20 3103 3900 |
The Company's Investment Policy is to invest principally
but not exclusively in the resources and/or resources
infrastructure sectors, with no specific national or regional
focus. The Company may be either an active investor and
acquire control of a single company or it may acquire
non-controlling shareholdings.
Investments made by the Company may be either quoted or
unquoted; made by direct acquisition or through farm-ins; may
be in companies, partnerships, joint ventures; or direct
interests in resources projects. Target investments will
generally be involved in projects in the exploration and/or
development stage. The Company's equity interest in
investments may range from a minority position to 100 per
cent. ownership.
The Board is delighted to report that the Company is seeking
to raise up to approximately £12.08 million through an Open
Offer of up to
2,416,429,088 Open Offer Shares at a price of 0.5p per Open
Offer Share which has been partly underwritten by the
Subscriber pursuant to the Subscription Agreement. The
Company is undertaking the Open Offer to Shareholders
described in the circular posted to Shareholders today (the
"Circular"). Subject to the terms and conditions of the
Subscription Agreement, the Subscriber has agreed to
subscribe for any New Ordinary Shares not taken by Qualifying
Shareholders in the Open Offer up to the Subscription Maximum
(giving the Subscriber a maximum of 75 per cent. of the
Enlarged Share Capital). The number of New Ordinary Shares to
be allotted to the Subscriber is therefore dependent on how
many, if any, New Ordinary Shares are taken up by the
Qualifying Shareholders under the Open Offer. If the Open
Offer is fully subscribed by Qualifying Shareholders, no New
Ordinary Shares will be available to the Subscriber. Given
the Subscription Maximum and the 75 per cent. limitation on
the Subscriber's post-subscription shareholding, the maximum
amount the Company will raise from the combined Subscription
and Open Offer is approximately £12.08 million and the
minimum is £4.83 million.
The Subscription and Open Offer are conditional, inter alia,
on Resolution 1 being passed at the General Meeting. A notice
convening the
General Meeting has today been sent to Qualifying
Shareholders. The General Meeting will be held at the
Company's registered office at
201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT at
10.00 a.m. on 11 July 2012.
In the event Resolution 1 is not passed and the Open Offer
does not proceed, Mr Jeswant Natarajan, Chief Executive
Officer of the Company, has conditionally agreed to subscribe
for 100,000,000 new Ordinary Shares in the Company at a price
of 0.1 pence per new Ordinary Share raising £100,000 before
expenses (the Initial Director Subscription). Mr Natarajan
has further undertaken to subscribe for up to an additional
100,000,000 new Ordinary Shares at a price of 0.1 pence per
Ordinary Share if requested to do so by the Company within
the 12 month period following the General Meeting subject to
additional conditions (the Further Director Subscription).
The Company currently has sufficient share authorities in
place to issue the initial tranche of 100,000,000 new
Ordinary Shares pursuant to the Initial Director Subscription
without further recourse to Shareholders. The proceeds of the
Initial Director Subscription will be used to pay the
Company's costs incurred in connection with the Subscription
and Open Offer and to provide the Company with additional
working capital to enable it (when taken with its existing
cash balances and the proceeds of the Further Director
Subscription) to continue as a going concern for a period of
12 months from the date of the Initial Director Subscription.
Whether the Company exercises its right to call for Mr
Natarajan to subscribe for the additional 100,000,000
Ordinary Shares pursuant to the Further Director Subscription
will depend on the financial condition of the Company and
availability of alternative sources of funding.
The purpose of the Circular is to provide you with details
of, and the background to, the Subscription and Open Offer
and to explain why the Directors believe them to be in the
best interests of the Company and the Shareholders as a
whole.
The Company has also today announced its unaudited
preliminary results for the year ended 31 January 2012.
The Company's Investing Policy as adopted at the general
meeting of the Company held on 16 December 2011 is to invest
principally, but not exclusively, in the resources and/or
resources infrastructure sectors, with no specific national
or regional focus. The Company may be either an active
investor and acquire control of a single company or it may
acquire non-controlling shareholdings in companies. The
proposed investments to be made by the Company may be either
quoted or unquoted; made by direct acquisitions or through
farm-ins in companies, partnerships, joint ventures; or
direct interests in resources related projects. Target
investments will generally be involved in projects in the
exploration and/or development stage. The Company's equity
interest in a proposed investment may range from a minority
position to 100 per cent. ownership. The Company has also
stated that it would initially focus on projects located in
the Middle East and Asia but will also consider investments
in other geographical regions.
The Company will identify and assess potential investment
targets and, where it believes further investigation is
required, intends to appoint appropriately qualified advisers
to assist.
The Company has also stated that it would carry out thorough
project review processes in which all material aspects of any
potential investment would be subject to appropriate due
diligence. It also stated that it was likely that the
Company's financial resources would be invested in a small
number of projects or potentially in just one investment
which may be deemed to be a reverse takeover under the AIM
Rules.
Where this is the case, the Company intends to mitigate risks
by undertaking appropriate due diligence processes. Any
transaction constituting a reverse takeover under the AIM
Rules will require Shareholder approval. The possibility of
building a broader portfolio of investment assets has not,
however, been excluded.
The Company's intent is to deliver shareholder returns
principally through capital growth rather than capital
distribution via dividends. Given the nature of the Company's
Investing Policy, the Company does not intend to make regular
periodic disclosures or calculations of net asset value.
In December 2011, the Company raised £278,000 through the
issue of 278,000,000 Ordinary Shares at a price of 0.1p per
Ordinary Share. The proceeds of the December fundraising have
been applied in settling the Company's outstanding creditors,
funding its running costs and exploring ways to take the
Company forward. The circular to Shareholders dated 30
November 2011, relating to the December 2011 fundraising,
stated that it was likely that the Company would undertake a
further fundraising to provide it with additional capital
both to fund its day-to-day operations and to further its
investment policy.
The Board has been carefully monitoring the Company's cash
position and has concluded that, in order to pursue its
Investing Policy and to meet its on-going working capital
requirements, the Company needs to raise funds
immediately.
More specifically, the Company will require additional and
substantial funding to pursue and execute investment
opportunities as and when they materialise. At the present
time, the Company has been examining several opportunities as
part of a continuing process. In line with its Investing
Policy, the Company has recently identified a potential joint
venture investment and has entered into preliminary
discussions. However, no formal commitment has been made by
any party and, consequently, there is no certainty that this
investment will take place. Should the Board decide to
proceed further with this investment opportunity, a
substantial portion of the funds raised from the Subscription
and Open Offer may be used in advancing future discussions
and, if those discussions conclude successfully, in making
the investment. The potential investment involved is in the
oil and gas infrastructure sector, associated with offshore
installations and equipment. Should the Company be successful
in raising the required capital, it may have to move fast to
secure this inv estment opportunity. However, should
discussions and negotiations fail, the Company will move on
to exploring other opportunities available to it. The Company
and the board are not bound to pursue this opportunity, and
will only pursue this or any other opportunity, in the
interests of the Company.
In the event that the Company successfully concludes
negotiations to make the joint venture investment, further
announcements will be released in due course and the Company
may need to raise further funds for working capital and other
investment opportunities.
The Company has secured the commitment of the Subscriber to
subscribe for the Subscription Shares at the Offer Price.
This would enable the Company to raise a maximum of
approximately £12.08 million (before expenses) for the
Company provided Qualifying Shareholders take up not less
than 362,500,000 Open Offer Shares. If the Open Offer is
fully taken up by Qualifying Shareholders, no Subscriber
Shares will be issued. The Directors note that the Offer
Price represents a significant premium to the Company's
unaudited net asset value as at
31 January 2012 of £0.0002 per Ordinary Share, albeit it
represents a discount to the current market price of the
Ordinary Shares.
Furthermore, the Offer Price is five times the price achieved
in the December 2011 fundraising.
The unaudited preliminary results of the Company for the year ended 31 January 2012 were announced today and are available to download from the Company's website at www.creonresources.com. The Company recorded a loss after tax of (£645,276) (2011: (£79,638)) for the year ended 31 January 2012 and had net assets of £72,861 at the same date (2011: £416,137).
Details of the Subscription
Under the terms of the Subscription Agreement, the Subscriber
has agreed to subscribe for any New Ordinary Shares not taken
by Shareholders pursuant to the Open Offer subject to the
Subscription Maximum being a maximum (a) 2,053,929,088 New
Ordinary Shares or (b) such number of New Ordinary Shares as
are equal to three times the number of Ordinary Shares
comprised in the Enlarged Pre- Subscription Share Capital,
whichever is the lesser. The Subscription is conditional upon
Resolution 1 being passed by the Shareholders at the General
Meeting.
The number of New Ordinary Shares to be allotted to the
Subscriber is dependent on how many New Ordinary Shares are
taken up by Shareholders under the Open Offer. If the Open
Offer is fully subscribed, no New Ordinary Shares will be
available to the Subscriber. If no New Ordinary Shares are
taken up under the Open Offer, the Subscriber will be
allotted no more than 966,571,635 New Ordinary Shares
although it is not possible to state how many New Ordinary
Shares will be allotted to the Subscriber until the Open
Offer is closed and all applications from Qualifying
Shareholders have been assessed.
The Subscriber is a Labuan incorporated entity owned by Mr
Ghanim Saad M. Alsaad Al-Kuwari, a prominent Qatari
businessman.
The Open Offer is being conducted in accordance with section 561 of the Companies Act 2006. Qualifying Shareholders shall be entitled under the Open Offer to apply for Open Offer Shares on the following basis:
15 Open Offer Shares at 0.5p per share for every 2 Existing Ordinary Shares
held and registered in their name on the Record Date. The
Open Offer Shares will, when issued, be credited as fully
paid and will rank equally in all respects with the Existing
Ordinary Shares, including the right to receive all dividends
and other distributions declared, made or paid in respect of
such Ordinary Shares after the date of issue of the Open
Offer Shares.
It should be noted that the Open Offer is not a rights issue.
The Application Form is not a document of title and cannot be
traded.
If a Qualifying Shareholder does not take up any of his Open
Offer Entitlement, his proportionate ownership and voting
rights in the
Company will be diluted by a minimum of 75 per cent. and a
maximum of 88.24 per cent. by the issue of the New Ordinary
Shares.
The latest date and time for acceptance and payment in full
under the Open Offer is 11 a.m. on 10 July 2012. Full details
of the terms and conditions of the Open Offer and how to
apply are set out in Part IV of the Open Offer circular today
sent to shareholders.
Shareholders should note that there is no excess application
facility being made available as part of the Open Offer and
therefore you cannot apply for Open Offer Shares in excess of
your Open Offer Entitlement.
In the event Resolution 1 is not passed and the Open Offer
does not proceed, Mr Jeswant Natarajan, CEO of the Company,
has conditionally agreed to subscribe for 100,000,000 new
Ordinary Shares in the Company at a price of 0.1 pence per
new Ordinary Share raising £100,000 before expenses. The
Company has sufficient share authorities in place to issue
the new Ordinary Shares pursuant to the Initial Director
Subscription without further recourse to Shareholders. The
proceeds of the Initial Director Subscription will be used to
pay the Company's costs incurred in connection with the
Subscription and Open Offer and to provide the Company with
additional working capital.
In the event that the Initial Director Subscription takes
place, Mr Natarajan who currently holds 10,000,000 Ordinary
Shares representing
3.10 per cent. of the ordinary share capital of the Company
will hold 110,000,000 Ordinary Shares representing 26.10 per
cent. of the ordinary share capital of the Company.
Furthermore, in the event that the Initial Director
Subscription proceeds, Mr Natarajan has agreed to subscribe
for up to a further
100,000,000 new Ordinary Shares at a price of 0.1 pence each
should the Company request him to do so during the period of
12 months following the General Meeting. The Further Director
Subscription will be conditional on the requisite shareholder
authorities to issue the additional shares free of
pre-emption rights being obtained and Mr Natarajan being
granted a waiver by the Panel from an obligation to make a
Rule 9 Offer (if applicable). In the event that all the
additional Ordinary Shares are subscribed by Mr Natarajan
pursuant to the Further Director Subscription, and assuming
that no other Ordinary Shares are issued in the intervening
period, Mr Natarajan will hold
210,000,000 Ordinary Shares representing approximately 40.21
per cent. of the ordinary share capital of the Company.
The Company intends to use the net proceeds of the Subscription and Open Offer:
