 |
El Oro and Exploration Company Limited
|
RECENT ANNOUNCEMENTS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17 March 2009 - Court Sanctions Scheme of Arrangement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
El Oro and Exploration Company p.l.c is pleased to announce that at today's Court Hearing, the Court sanctioned the Scheme and confirmed the Reduction of Capital of the Company. The Scheme will become effective on the delivery by the Company to the Registrar of Companies of a copy of the Court Order and, in relation to the Reduction of Capital, the registration of such Court Order and the related Minute by the Registrar of Companies. This is expected to take place on 18 March 2009. The timetable for the remaining steps to implement the Scheme is set out below. Timetable
Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).
For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Mark Katzenellenbogen
Philip Secrett |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16 March 2009 - Suspension from Trading on AIM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
El Oro and Exploration Company p.l.c announces that, as set out in the notice dated 2 February 2009, today will be the final day of dealings in the Company's Stock Units on AIM. The Company's Stock Units will be suspended on AIM at 7am on 17 March 2009, prior to the Court hearing to sanction the Scheme. The Scheme is subject to final sanction by the Court and is expected to become effective on 18 March 2009. The timetable for the remaining steps to implement the Scheme is set out below. Timetable
Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).
For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Mark Katzenellenbogen
Philip Secrett |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 26 February 2009 - Results of General Meeting and Scheme Meeting | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
El Oro and Exploration Company p.l.c is pleased to announce that at today's meeting of Scheme Stockholders convened by the Court, the required majority of Scheme Stockholders approved the Scheme without modification. At the subsequent General Meeting, also held today, Stockholders passed the resolution which was proposed, as set out in the notice dated 2 February 2009. The Scheme is subject to final sanction by the Court and is expected to become effective on 18 March 2009. An indicative timetable for the remaining steps to implement the Scheme is set out below.
Timetable
Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).
For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Mark Katzenellenbogen
Philip Secrett |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 February 2009 - Posting of Scheme Circular | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Posting of Scheme Circular The Company announces that, further to the announcement made on 22 January 2009, the Scheme Circular was posted to stockholders on 2 February 2009. The Scheme Circular will also be available on the Company's website (www.eloro.co.uk). For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Mark Katzenellenbogen
Philip Secrett |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22 January 2009 - Announcement of Intended Restructuring | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
PROPOSED CREATION OF NEW HOLDING COMPANY, LISTING ON CISX AND CANCELLATION FROM AIM The Directors of El Oro are pleased to announce proposals relating to a change in the corporate structure, strategy and organisation of the El Oro Group. These include creating a new Guernsey incorporated holding company in respect of which application will be made for its shares to be listed on the Official List of the Channel Islands Stock Exchange. The Proposals will be effected by putting in place New El Oro as the new holding company for the El Oro Group by way of a scheme of arrangement under section 899 of the Companies Act, which requires the approval of the Scheme Stockholders and the sanction of the Court. The Board believes El Oro?s options in its current form are limited if it continues to be based only in the UK with its Stock Units admitted to trading on AIM. In essence, the Directors believe that El Oro?s commercial objective is to be a collective investment vehicle. However, it is unable to enjoy the benefits normally associated with these vehicles while based solely in the UK. In order to be competitive with other collective investment funds, the Board believes it is necessary to restructure the El Oro Group so as to allow New El Oro to be subject to a tax regime which makes it more comparable to vehicles such as unit trusts and investment trusts. The move to the CISX will also make the New El Oro Shares eligible to be held in ISAs, which will be attractive to investors. The Directors believe that the CISX is well-regarded as a listing authority for investment funds and imposes administrative obligations which are appropriate for a company such as New El Oro. In line with similar collective investment vehicles, following implementation of the Proposals, New El Oro intends putting in place the necessary arrangements to enable it to announce consolidated net asset value figures on a quarterly basis. This is expected to occur with effect from July 2009. It is intended that the portfolio currently held by El Oro will be segmented into two discrete portfolios which will be managed along distinctly different lines and investment styles. It is currently proposed that:
the portfolio continuing to be vested in El Oro (and so in the UK) will be predominantly an income portfolio, focussing on stocks in relatively mature sectors (e.g. some, but not all, brewing, utility and mining stocks) which are typically characterised by high yields; and the remainder of the portfolio will comprise the stocks selected in pursuit of a blended value / growth investment style which seeks to identify companies which have good growth prospects which have not yet been fully recognised and priced into the market. These stocks will, insofar as possible, be transferred by way of dividend in specie to New El Oro. The Directors, who have been advised by Auden Capital, consider that the Proposals are in the best interests of El Oro and Stockholders as a whole. Accordingly, the Directors will recommend unanimously that Stockholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting, as they intend to do (or procure) in respect of their beneficial and non-beneficial interests, amounting, in aggregate, to 4,566,856 Stock Units, representing approximately 42.6 per cent. of El Oro?s entire issued share capital. The Proposals will be put to Stockholders at a Court Meeting which is expected to be convened on 26 February 2009. The Scheme also requires the sanction of the Court and the passing of the Special Resolution to be proposed at the General Meeting which is also expected to be convened on 26 February 2009. Prior to the Scheme becoming effective, application will be made to the CISX for the New El Oro Shares to be admitted to the Official List and to trading on the CISX?s market for listed securities. It is expected that the New El Oro Shares will be listed on the CISX, and that dealings in them will commence, at 8.00 a.m. on 19 March 2009. It is expected that the Scheme Circular setting out full details of the Proposals will be posted to Stockholders on or around 2 February 2009. Cancellation from Trading on AIM Application will also be made to the London Stock Exchange for the cancellation of the Stock Units from admission to trading on AIM. Based on the current timetable, cancellation of the Stock Units from trading on AIM is expected to occur at 7.00 a.m. on 19 March 2009. Commenting on the Proposals, C. Robin Woodbine Parish, Chairman and Managing Director of El Oro, said: ?This is a major step for the El Oro Group and will make it more comparable to vehicles such as unit trusts and investment trusts. Investors should find our accounts easier to understand and we hope that the overall effect of the proposals will make the New El Oro Group more attractive to investors. The Directors are also pleased that shares in New El Oro will be eligible for ISAs. Given recent market falls and extreme volatility, I also wanted to comment on the current outlook. We announced our preliminary results on 24 October 2008. At the time I noted that the global financial crisis had severely depressed commodity prices and the value of mining shares. I also drew attention to the precipitate falls in our investments in the pub and mining sectors. At current market levels we are not sellers of many of the good companies we hold, even though the outlook remains gloomy, as we cannot predict when it will change. Between 30 June 2008 and the end of the year the decline in El Oro?s share price was broadly commensurate with the fall in the market value of the holdings. In recent weeks, however, the implied discount to underlying net asset value per share has narrowed sharply and some of the lost ground has therefore been recovered. While the fall in the underlying value of our holdings is of course regrettable, it has some recompense as the low market values make the timing of the formation of New El Oro particularly opportune. The stocks making up the portfolio to be held directly by New El Oro will be transferred by way of dividend in specie to New El Oro. This will be treated as a disposal and tax will be payable by El Oro on any resulting gain. At current market valuations any tax charge is likely to be insignificant. My statement in October concluded that the outlook is hugely gloomy, but filled with promise. The Directors believe that the formation of New El Oro will put the El Oro Group in a better position to take advantage of that promise.? For enquiries in relation to this announcement please contact:
C. Robin Woodbine Parish: Chairman
Mark Katzenellenbogen
Philip Secrett ADDITIONAL INFORMATION ON THE PROPOSALS 1. INTRODUCTION El Oro today announces proposals relating to a change in the corporate structure, strategy and organisation of the El Oro Group, including the intention to create a new Guernsey incorporated holding company in respect of which application will be made for its shares to be listed on the Official List of the CISX. The Proposals will be effected by putting in place New El Oro as the new holding company for the El Oro Group by way of a scheme of arrangement under section 899 of the Companies Act, which requires the approval of the Scheme Stockholders and the sanction of the Court. 2. BACKGROUND TO AND REASONS FOR THE PROPOSALS The Board believes El Oro?s options in its current form are limited if it continues to be based only in the UK with its Stock Units admitted to trading on AIM. In essence the Directors believe that El Oro?s commercial objective is to be a collective investment vehicle. However, it is unable to enjoy the benefits normally associated with these vehicles while based solely in the UK. In order to be competitive with other collective investment funds, the Board believes it is necessary to restructure the El Oro Group so as to allow New El Oro to be subject to a tax regime which makes it more comparable to vehicles such as unit trusts and investment trusts. The move to the CISX will also make the New El Oro Shares eligible to be held in ISAs, which will be attractive to investors. The Directors believe that the CISX is well-regarded as a listing authority for investment funds and imposes administrative obligations which are appropriate for a company such as New El Oro. 3. THE PROPOSALS The Proposals will be effected by means of a scheme of arrangement between El Oro and the Scheme Stockholders under section 899 of the Companies Act. Under the Scheme, New El Oro will issue New El Oro Shares to former Stockholders in consideration for the cancellation of their Stock Units and the issue to New El Oro of new ordinary shares by El Oro. The New El Oro Shares will be issued to Scheme Stockholders on a one-for-one basis for their holdings of Scheme Stock Units. Accordingly, Stockholders will cease to own Stock Units and instead will own New El Oro Shares. If the Scheme becomes effective Scheme Stockholders on the register of members of El Oro at the Scheme Record Time will receive: for each Scheme Stock Unit one New El Oro Share. To become effective, the Scheme requires, among other things, the approval of Scheme Stockholders at a Court Meeting which is expected to be convened on 26 February 2009. The Scheme also requires the sanction of the Court and the passing of the Special Resolution to be proposed at the General Meeting which is also expected to be convened on 26 February 2009. Subject to the requisite approvals of the Scheme being obtained from Scheme Stockholders and the sanction of the Court, the Scheme is expected to become effective on 18 March 2009. It is also proposed that, prior to the Scheme becoming effective, application will be made to the CISX for the New El Oro Shares to be admitted to the Official List and to trading on the CISX?s market for listed securities. Application will also be made to the London Stock Exchange for the cancellation of the Stock Units from admission to trading on AIM. It is expected that the New El Oro Shares will be listed on the Official List of the CISX, and that dealings in them will commence, at 8.00 a.m. on 19 March 2009. The cancellation of the Stock Units from admission to, and to trading on, AIM is also expected to occur at 7.00 a.m. on that date. The Scheme will not substantially alter the assets and liabilities of the El Oro Group as a whole. Upon the Scheme becoming effective, a New El Oro Shareholder will have the same proportionate interest in the profits, net assets and dividends of the Enlarged Group as he has as a Stockholder in the profits, net assets and dividends of the El Oro Group before the Scheme becomes effective. 4. EFFECTS OF THE PROPOSALS If the Scheme becomes effective, El Oro will become a wholly-owned subsidiary of New El Oro. The board of directors of New El Oro will comprise C. Robin Woodbine Parish, Robert E. Wade (resident in the United States), and J. Anthony Wild, each of whom is a director of El Oro, and Rupert A.R. Evans and Subbarayan B. Kumaramangalam. Rupert Evans, who is a Guernsey resident, was a partner of Ozannes, a leading firm of Channel Islands lawyers, from 1982 to 2003 and is currently a consultant to the firm. He is also a director of a number of investment companies, some of which are listed. Subbarayan Kumaramangalam is an experienced investor resident in India. New El Oro's business will be the management of the securities vested in New El Oro and its holding of shares in El Oro itself. The portfolio investments and other assets (e.g. contracts for difference (?CFDs?)) owned by El Oro will be managed by El Oro itself. The New El Oro Board will consider the portfolio owned by New El Oro and its investment strategy, and will make decisions as to categories of investments to be held and retained by New El Oro. The El Oro Board will perform the same role in respect of El Oro. In each case, the task of implementing the policies and strategies set by the relevant board of directors for each portfolio will be delegated to a designated individual or team. In each case, this function will initially be carried out by Robin Parish. Mr Parish has been responsible for the El Oro investment strategy as its Managing Director since 1994, having been employed by the El Oro Group since 1978. In light of this experience, the other El Oro Directors and New El Oro Directors are of the opinion that Mr Parish is the most appropriate person to give effect to and implement its investment strategy. The medium term plan is to attract additional or successor management able and qualified to implement the New El Oro Group?s investment policies. It is intended that the portfolio currently held by El Oro will be segmented into two discrete portfolios which will be managed along distinctly different lines and investment styles. It is currently proposed that: the portfolio continuing to be vested in El Oro (and so in the UK) will be predominantly an income portfolio, focussing on stocks in relatively mature sectors (e.g. some, but not all, brewing, utility, and mining stocks) which are typically characterised by high yields. This investment style will be coupled with a hedging and trading program using CFDs and other derivative instruments. This will allow the hedging of long term positions as well as opportunistic trading to complement the basic stability of the income portfolio; and the remainder of the portfolio will comprise the stocks selected in pursuit of a blended value / growth investment style which seeks to identify companies which have good growth prospects which have not yet been fully recognised and priced into the market. These stocks will, insofar as possible, be transferred by way of dividend in specie to New El Oro. This will depend on the book value of the stocks to be so distributed to New El Oro and on there being sufficient distributable reserves to effect the distribution at the relevant time. As at 30 June 2008, there were approximately £39 million of distributable reserves so available and the book value of these stocks was approximately £38 million. The transfer by El Oro to New El Oro of these stocks will be seen as a disposal and tax will be payable by El Oro on any resulting gain. Although the City Code currently applies to El Oro and will apply to New El Oro once the Scheme has become effective, the Panel has confirmed that the Proposals and related documents are not subject to the City Code. 5. RECOMMENDATION The Directors, who have been advised by Auden Capital, consider that the Proposals are in the best interests of El Oro and Stockholders as a whole. Accordingly, the Directors will recommend unanimously that Stockholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting, as they intend to do (or procure) in respect of their beneficial and non-beneficial interests, amounting, in aggregate, to 4,566,856 Stock Units, representing approximately 42.6 per cent. of El Oro?s entire issued share capital. 6. CIRCULAR The Scheme Circular, which will contain full details of the Proposals, will be sent to Stockholders on or around 2 February 2009. The Scheme Circular will also serve as the CISX listing document for New El Oro and will also be available on El Oro?s website (www.eloro.co.uk). 7. CONDITIONS TO IMPLEMENTATION OF PROPOSALS The implementation of the Scheme is conditional upon: the approval of the Scheme at the Court Meeting by a majority in number of the Scheme Stockholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Stock Units so voted; the Scheme becoming effective by not later than 31 May 2009 or such later date as El Oro and New El Oro may agree and the Court may approve, failing which the Scheme will never become effective; the passing of the Special Resolution required to implement the Scheme at the General Meeting or any adjournment of that meeting; and the sanction of the Scheme (with or without any modification agreed to by El Oro and New El Oro) and confirmation of the associated Reduction of Capital by the Court and the delivery of a copy of the Court Order and the related Minute to the Registrar of Companies and, in respect of the Reduction of Capital, the registration of the Court Order and Minute by the Registrar of Companies. In addition, the Directors will not take the necessary steps to enable the Scheme to become effective unless, at the relevant time, the CISX has agreed to admit (subject to the satisfaction of conditions (i) to (iv) above, save to the extent such conditions are already satisfied) the New El Oro Shares to be issued in connection with the Scheme to the Official List and to trading on its market for listed securities and its agreement not being withdrawn prior to the Effective Date. 8. OVERSEAS STOCKHOLDERS The implications of the Proposals for Stockholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Stockholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Further details in relation to Overseas Stockholders will be contained in the Scheme Circular. 9. TIMETABLE Event Time and/or date Scheme and cancellation from AIM notified 22 January 2009 Expected date of posting of Scheme Circular 2 February 2009 Latest time for receipt of blue Forms of Proxy for the Court Meeting 10.00 a.m. on 24 February 2009 Latest time for receipt of pink Forms of Proxy for the General Meeting 10.15 a.m. on 24 February 2009 Voting Record Time 6.00 p.m. on 24 February 2009 Court Meeting 10.00 a.m. on 26 February 2009 General Meeting 10.15 a.m. on 26 February 2009 Scheme Record Time 6.00 p.m. on 16 March 2009 Last day of dealings in, and for registration of transfers of, Stock Units, and disablement in CREST of Stock Units 16 March 2009 Suspension from trading of Stock Units on AIM 7.00 a.m. on 17 March 2009 Court Hearing (to sanction the Scheme and confirm the Reduction of Capital) 17 March 2009 Effective Date of the Scheme 18 March 2009 Cancellation of admission to trading of Stock Units on AIM 7.00 a.m. on 19 March 2009 Admission and first dealing date of New El Oro Shares 19 March 2009 CREST accounts credited 19 March 2009 Latest date for despatch of share certificates in respect of New El Oro Shares 1 April 2009 Unless otherwise stated, all references in this document to times are to London times. The Court Meeting and the General Meeting will be held at the offices of El Oro, 41 Cheval Place, London, SW7 1EW on 26 February 2009. The dates given are based on El Oro?s current expectations and may be subject to change. If the expected date of the Court Hearing changes, El Oro will give adequate notice of the change by issuing an announcement through a Regulatory Information Service. All Stockholders have the right to attend the Court Hearing. 10. GENERAL This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals will be made solely through the Scheme Circular, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any acceptance or other response to the Proposals should be made only on the basis of the information in the Scheme Circular. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposals disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the AIM Rules for Companies, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Circular and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action. This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements' concerning the El Oro Group and/or New El Oro. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. El Oro and New El Oro assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law. Capita Financial Administrators (Jersey) Limited is acting as sponsor in relation to Admission. Capita Financial Administrators (Jersey) Limited is acting exclusively for New El Oro and no-one else in connection with Admission. Auden Capital, which is authorised and regulated in the UK by the FSA, is acting exclusively for El Oro and New El Oro and no-one else in connection with the Proposals and Admission and is not, and will not be, responsible to anyone other than El Oro and New El Oro for providing the protections afforded to clients of Auden Capital, or for providing advice in connection with the Proposals, Admission or the contents of this announcement. The appendix contains the definitions of terms used in this announcement. APPENDIX DEFINITIONS The following definitions apply throughout this announcement unless the context otherwise requires: "Admission"
the admission of the New El Oro Shares on the Official List of the CISX and to trading on the CISX "s market for listed securities in accordance with the CISX Rules
"AIM"
the AIM market operated by the London Stock Exchange
"AIM Rules for Companies"
the rules for companies applying for admission to and whose securities are traded on AIM and published by the London Stock Exchange as amended from time to time
"Auden Capital"
Auden Capital LLP
"Board" or "Directors" or "El Oro Board" or "El Oro Directors"
the board of directors of El Oro
"Business Day"
any day (other than a Saturday, Sunday or public holiday) on which clearing banks in the City of London are generally open for the transaction of normal Sterling banking business
"CISX"
Channel Islands Stock Exchange LBG
"City Code"
the City Code on Takeovers and Mergers
"Companies Act"
the Companies Act 2006 (as amended)
"Companies Act 1985"
the Companies Act 1985 (as amended)
"Court"
the High Court of Justice in England and Wales
"Court Hearing"
the hearing by the Court of the application to sanction the Scheme and to confirm the Reduction of Capital
"Court Meeting"
the meeting of Stockholders to be convened pursuant to an order of the Court pursuant to section 899 of the Companies Act at 41 Cheval Place, London, SW7 1EW on 26 February 2009 for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment), notice of which will be set out at the end of the Scheme Circular, and any adjournment thereof
"Court Order"
the order of the Court sanctioning the Scheme under section 899 of the Companies Act and confirming the Reduction of Capital
"CREST"
the system for the properties settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Regulations
"Effective Date"
the date on which this Scheme becomes effective in accordance with its terms under Clause 5 of the Scheme
"El Oro"
El Oro & Exploration Company p.l.c., a company incorporated in England and Wales with registered number 80408 with its registered office at 41 Cheval Place, London SW7 1EW
"El Oro Group"
El Oro, its subsidiaries, any holding company of El Oro (intermediate or otherwise) and their subsidiary undertakings from time to time, or any of them, as the context requires
"Euroclear"
Euroclear UK & Ireland Limited
"Financial Services Authority" or "FSA"
the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
"Forms of Proxy"
the pink form of proxy to be sent to Stockholders in connection with the General Meeting and the blue form of proxy to be sent to Stockholders in connection with the Court Meeting.
"FSMA"
the Financial Services and Markets Act 2000 (as amended)
"General Meeting"
the general meeting of the Stockholders (and any adjournment thereof), to be convened in connection with the Proposals notice of which is set out at the end of the Scheme Circular
"Hearing Date"
17 March 2009
"Hearing Record Time"
6.00 p.m. on the Business Day immediately preceding the Hearing Date
"holder(s)"
a registered holder, including any person(s) entitled by transmission
"ISA"
an Individual Savings Account, being a financial product available to UK residents for the purpose of investment and savings with a favourable tax status
"London Stock Exchange"
London Stock Exchange plc
"Meetings"
the Court Meeting and/or the General Meeting as the context requires
"Minute"
the minute (approved by the Court) showing with respect to El Oro"s share capital, as altered by the Court Order, the information required by section 138 of the Companies Act 1985
"New El Oro"
El Oro Ltd., a limited liability company incorporated in Guernsey with registered number 49778 with registered office at 22 Smith Street, St Peter Port, Guernsey GY1 2JQ
"New El Oro Board" or "New El Oro Directors"
the board of directors of New El Oro
"New El Oro Group"
New El Oro, its subsidiaries, and their subsidiary undertakings from time to time, or any of them, as the context requires
"New El Oro Shareholders"
a holder for the time being of New El Oro Shares
"New El Oro Shares"
the ordinary shares of no par value in the capital of New El Oro to be issued credited as fully paid to the Scheme Stockholders pursuant to the Scheme
"Official List"
the list of securities or units admitted to listing on the CISX which is published by the CISX on a daily basis
"Overseas Stockholders"
Scheme Stockholders who are resident in, or nationals or citizens of, jurisdictions outside the United Kingdom
"Panel"
the Panel on Takeovers and Mergers
"pounds" or "Sterling", "£", "pence"
the lawful currency of the United Kingdom
"Proposals"
the Scheme and the other matters to be considered at the Meetings
"Reduction of Capital"
the proposed reduction of the share capital of El Oro under section 135 of the Companies Act 1985 by the cancellation and extinguishing of the Scheme Stock Units, to be effected as part of the Scheme
"Registrar of Companies"
the Registrar of Companies of England and Wales
"Regulations"
the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Regulatory Information Service"
has the meaning given in the AIM Rules for Companies
"Scheme" or "Scheme of Arrangement"
the proposed scheme of arrangement under section 899 of the Companies Act between El Oro and the Scheme Stockholders set out in Part 3 of the Scheme Circular, with or subject to any modification thereof or in addition thereto or condition approved or imposed by the Court and agreed by El Oro.
"Scheme Circular"
the circular to be sent to Stockholders relating to the Proposals
"Scheme Record Time"
6.00 p.m. on the Business Day immediately preceding the Hearing Date
"Scheme Stockholder"
a holder of Scheme Stock Units
"Scheme Stock Units"
the Stock Units:
"Special Resolution"
the special resolution to be proposed by El Oro at the General Meeting in connection with, amongst other things, amendments to be made to the Articles, the approval of the Scheme and the confirmation of the Reduction of Capital
"Stockholders"
holders of Stock Units
"Stock Units"
the ordinary stock units of 5p each in the capital of El Oro
"subsidiary, subsidiary undertaking, associated undertaking and undertaking"
have the meanings ascribed to them under the Companies Act
"UK" or "United Kingdom"
United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"
in respect of a share or other security, where that share or security is recorded on the relevant register of the share or security concerned as being in uncertificated form, in CREST and title to which may be transferred by means of CREST
"Voting Record Time"
in relation to both the Court Meeting and the General Meeting, 6.00 p.m. on the day prior to the day immediately before the Court Meeting or, if either the Court Meeting or the General Meeting is adjourned, 48 hours before the time set for any such adjourned meeting
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24 October 2008 - Preliminary Announcement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
CHAIRMAN?S STATEMENT The Group profit before tax for the year-ended 30 June 2008 was £6,699,292 (year-ended 30 June 2007 was £5,427,232) under IFRS. The Group?s net assets at 30 June 2008 under IFRS were £74,638,810 or 692.6 pence per stock unit (2007: £85,511,984 or 793.5 pence per stock unit). The Board has declared a first and only interim dividend of 14.0 pence per stock unit for the full year ended 30 June 2008, with the dividend paid on 24 October 2008 to Members registered on the books of the Company at the close of business on 3 October 2008. The attempt by scientists supervising the Large Hadron Collider, to replicate the conditions leading to Big Bang has been overshadowed by the implosion occurring in the world's Financial markets: the gruesome truth has emerged that Bankers and their hired-hand Magicians, intoxicated by greed and dancing with the devilry of Derivatives, far from fostering a Golden Goose, have succeeded in producing Solfataric emissions so toxic to have nearly extinguished the Western Financial system. Those of us who retain that deluded belief in Gold, that Barbarous Relic, fortified by its mystique and durability over thousands of years, can only wonder at the swift acceptance of the ultimately insane trust in Swaps and Derivatives, incomprehensible to all but their progenitors, and very likely including them: sadly one of the oldest Human vices pervaded the ranks of the financial sector, and suborned the politicians, who saw their electorate and themselves suddenly enriched by unbelievable asset growth. The warnings of the wise against 'Financial Weapons of Mass Destruction' went unheeded and the downward spiral of the United States into a humiliated entity led by a former Master of the Universe, and teetering on the edge of Bankruptcy, threatens to bring down the Banking system as it has evolved over centuries. The Emperor has been discovered to have no clothes, and his cohorts have been found to be swimming naked. In scenes reminiscent of the retreat of the Romans from Britain, the banking battalions have relinquished the ramparts, with no 'cohorts gleaming in purple and gold', but surreptitiously and swiftly; the Satraps have been abandoned, and their toys and trivia will clutter the auction catalogues for years to come. The Financial tornado that has torn apart the core of Capitalism has destroyed value more quickly than in any preceding period, and leaves the world in a position markedly similar in its differences to the World pre-1914 to that pertaining at the conclusion of the Great War. The sweeping aside of Emperors, Kaisers, Kings and Sultans has been replicated over the last few weeks as the upper echelons of the Banking community have been eradicated or belittled; power has shifted irresistibly Eastwards and into the hands of Regulators. Whether either of those groups have the talent or ability to resurrect an effective alternative, remains to be seen. Seldom can the predictions and forebodings of the pessimists have been so suddenly realised, even though their denouement has been deferred for so long: sadly, the consequences of that deferral now threaten impoverishment on a scale and breadth far beyond what more cautious and restrictive management of the economy could have achieved: this applies as much to the United States and Britain, as it does to the Southern perimeter of the European Union, where the housing bust is now engulfing Ireland and Spain, not to mention parts of Scandinavia and Iceland, due to wrong but equal levels of interest rates. James V. vv 1,2: Sadly for your portfolio the good times have come to a grinding halt, and our layers of protection prepared for these latter days have yet to fully justify their potential, steadfast as we remain in believing in the ultimate sanctuary of Gold. The Pub sector in particular has seen substantial falls, precipitated by the decline in property prices, but more disturbingly driven by dismally disastrous Government interference: this has been catalogued in far greater detail by many chief executives, outlining the devastating effects of the smoking ban, allied to the plethora of asinine and ridiculous regulations and outrageous increases in beer duty: the survival of a sector historically at the heart of many communities and villages has been undermined and its existence threatened, often by unelected officials and at the behest of the cappuccino classes from Islington and Edinburgh. We hear from Shropshire of the imposition of new fire Regulations, and the requirement to spend huge sums to be able to resume and continue a business that has traded satisfactorily and safely to the enjoyment of many, for nigh on 30 years. In the opinion of the Gauleiters, this was deserving of instant closure, posing an 'imminent threat to life'. We read of many similar stories, and doubt whether many of the smaller businesses will be able to survive this assault of recent and largely irrelevant regulation. No doubt the officials of this caustic new order are fulfilling their obligations to the letter; as with the demise of the Douglas Dakota, and the QE2, whether at the diktat of the UK or EU, we are uncertain: what is sure is that the costs for some, at a time when the economy is predicted to cool rapidly, if not fall off a cliff, may be terminal. Amongst the endless absurdities of the Health and Safety Executive and its minions, we learn that Champagne bottles may no longer be opened in the offices of a leading firm of accountants (presumably only the insolvency side would be considering such an action); The estimable Ian from Burton on Trent Civic Society, reports that on advising the Council where they would be planting bulbs as had been their practice for many years, he was told a Risk Assessment would be required, and submitted to 5 different departments. In consequence: No Bulbs for Burton. Our property holdings have suffered with the drought in commercial lending, and downward revisions to Asset Values, exacerbated amongst AIM listed trading companies, such as Adnams and Young's by the 80% increase in Capital Gains applicable to that sector. If ever there was a case of Government action being timed to perfection to make a bad situation worse, this is a fine example. Several deals within our own portfolio, promising at the time of their announcement, now appear in jeopardy due to the dearth of liquidity. The pressure has been particularly severe in the mining sector: commodity prices have declined precipitously, in some cases by more than 50%, accentuated by the cessation of production in parts of China during the Olympics, thereby perhaps helping our Oarsmen, women and cyclists to gain more Silver, Gold and Glory during that refreshing interlude to summer squalls and financial mayhem. Mining share prices have declined by an even greater extent, and such earlier stalwarts as Albidon and International Ferro Metals that were until recently riding the crest of the Resources wave, have been dumped onto the reef. Doubtless there has been distress selling as funds dispose of their profitable positions in the quest for liquidity or facing redemptions; this, combined with the belief by many that the Bubble has burst for Resources, has greatly reduced values across the board, whilst the Platinum price has halved, faced by reduced demand for cars, the travails of the United States' motor industry, and consequent lower demand for Catalytic converters. We are not convinced that China's slowdown justifies such dramatic and persistent falls, though we can be rebuked for failing to follow Warren Buffet's maxim of trying to be ' fearful when others are greedy', despite some modest reductions in our profitable positions. Perhaps the counterpoint to that quote is now applicable:' to be greedy when others are fearful'. The rapid retreat of the price of Gold after surpassing $1,000 in March has also been double-echoed by the falls in the prices of our Gold mining shares, and in some cases, such as recently announced by Serabi Mining, their impending closure. Troy has at least paid a dividend, albeit reduced, and we are heartened by the fortuitous timing of its sale of the Comaplex holding, and the development of its Iron ore project in conjunction with its Andorinhas Gold Mine. Two new mines, 50,000 ounces of gold per annum, and half the share price underpinned by cash, would indicate to us some sort of bottom; how wrong we have been so far. We do believe that Troy is well poised to benefit from a change in sentiment or an increase in the price of Gold and that applies to many cash or ounce-rich Companies, and the Promised Land remains on the horizon, even if just out of reach: we think of Archipelago with production now in sight after such a fraught wait, and many other projects hit by the double-whammy of a falling price and restricted credit. We congratulate the directors of Sunshine Gas on brightening our bedraggled summer with their proposed merger with Queensland Gas, and a sizeable uplift on our own position: another win for Rhodesian refugees from the monster Mugabe. We are now confronted by the nationalisation of the United States' Financial system and the priming of the printing presses by the combination of one of the Investment Banks' foremost beneficiaries, with an academic who declared he was prepared to drop money from helicopters to avoid deflation: thereby bringing us closer to the abyss than ever before. Anyone who can seriously regard the United States as a going concern, confronted by One, or even Three trillion Dollar liability to bail out the Banks and housing sector, is more sanguine and optimistic than befits these pages. The refusal of the National Audit Office to sign off the United Kingdom's accounts due to the uncertainty surrounding Northern Rock indicates the possible insolvency of the United Kingdom; all this before HBOS and Bradford and Bingley hit the buffers. Lord Healey will no doubt be watching with wry amusement the impending arrival of the IMF, with a rescue package and obligatory spending cuts, not so long ago the preserve of Asia during their crisis in 1998. The death throes of this magnificently and boundlessly incompetent administration and its enormous client state, constructed with such guardianista glee for the past 11 years, will inflict pain and suffering across a huge swathe of British society. So much so that those Gurkhas awarded the Victoria Cross for Gallantry fighting for Britain, and yet, until recently denied entry by junior bureaucrats as having 'insufficient connection with Britain', may well think twice about re-applying; whilst perhaps some of the 10,500 Afghans already granted citizenship will look elsewhere. Perhaps. Almost every Government initiative has made a bad situation worse, and raised costs at a time of rising prices due to food and energy increases: closing excellent and viable schools, whilst offering to provide nursery places for 2 year olds; the Climate change levy, Congestion charges, Rubbish charges, HIPS inflicted on an already dying housing market, the Energy Efficiency Survey on let property; the Power of Attorney has not escaped the grasp of these mad meddlers, so that a brief visit to a solicitor has been replaced by up to three-month's wait and a bill for as much as £1,000. Perhaps most ominous and catastrophic of all, the compliance with the European Directive on Renewable Energy threatens to precipitate the closure of most of our Nuclear Power Stations, and rely on the fantasy of some grossly ineffective windmills and 'renewables' providing power to Britain: thus risking running rapidly out of energy and greatly inflating the price of power to the populace and industry; mainly undertaken as a sop to the increasingly strident and economically naive-Green lobby so that even former civil servants in the Power sector are now warning of the 'Energy Poverty Trap'. Our Government, in selling British Energy, has decided to depend on the French for our future nuclear power, with all its ominous connotations for the British Civil Engineering sector, thereby abnegating its role as provider of last resort, to concentrate no doubt, on expanding the Civil Service. Surely the final ignominy is the proposal by the Ministry of Defence to investigate the sale of H.M.S. Victory, due to the cost of its upkeep: having so disgracefully underfunded our serving soldiers and services, it now proposes disposing of one of the greatest of all emblems of Britain's Power and Glory, which gave us mastery of the Oceans for the nearly 150 years. The sale of Damien Hirst's Golden Calf summarises succinctly the excess and folly of these final days of heaven: occurring as it did at the same moment that the US financial system was being sacrificed on the altar of State intervention. We do not think its purchasers will fare any better than those who worshipped Aaron's original. We do not share the sentiment of the following quote, recently received from the successors to the late and lamented Ian Notley: "Gold is not necessary. I have no interest in gold. We'll build a solid state without an ounce of gold behind it." Adolf Hitler. Echoed in the U.S.A.: by the order of President Roosevelt, anyone found hoarding over $100 in gold or gold certificates was made subject to two years imprisonment and $10,000 fine. Perhaps the days of confiscation are already at hand, just as short-selling has been stopped on financial stocks: it is possible that the price is already indicating the death of confidence in those great edifices constructed by man's ingenuity and cunning. As we see the demise of Britain's once solid economy, destroyed by vacuousness and vapidity, we hear of scions of British industry in tears as workers are laid off from empires carefully constructed after years of endeavour, great estates put up for sale, and most tragic of all, the death of those unable to cope with the humiliation of losing their homes or businesses. We recall the words of Joel: That which the palmerworm hath left hath the locust eaten; that which the locust hath left hath the cankerworm eaten; and that which the cankerworm hath left hath the caterpillar eaten. (Joel 1.v 4). We cannot pretend to any pleasure in seeing such wanton destruction wreaked over our country, and over your portfolio, even though we remain convinced, however unappealing the reasons will prove, that Gold will underpin our own recovery. We also own a wide spread of stocks in excellent companies, that will thrive again in due course once this leaden weight of lunatic interference is removed. Now that growth has dissolved into the ether perhaps even the Conservatives will think about cutting the monstrous excess of state spending, and release the people from the tyranny of Government interference on all fronts. It is even possible that the British financial sector will emerge in a stronger position, if that of the United States is regulated to extinction, under its new hair-shirt regime of salving the sensibilities of Main Street. The United States has eschewed the advice of its finest statesmen, such as Paul Volcker, Warren Buffet and Charlie Munger; and is paying a heavy price for such denial. It does however, have vitality powerfully visible in the singing of the incomparable Boss, Bruce Springsteen, when performing at Manchester not long after the triumph over Russian money of the United team in Moscow. To perform for two and a half hours non-stop with such gusto cannot but help restore one's confidence in the endurance and ability of America's finest. To encounter San Franciscan Marjorie on the train from Omaha to Sacramento was another serendipitous occasion and restorer of faith: she survived fraud at her night-clubs in an early business venture; unabashed set up in succession a telephone answering-service, a language school, and two newspapers; whilst travelling between 8 different houses; and at the age of 83 still made time before boarding the train in Chicago to visit Pastor Wright's Church, to gain first-hand experience of Prospective President Barack Obama's place of worship: these are the people whose tenacity and vigour and curiosity and resilience have made America great, and whose spirit will do so again. Whatever the effortless accumulation of wealth amongst overweight Russians, quaffing champagne and ogling scantily dressed ladies at St. Tropez, or the emergence of a country whose entrepreneurs are prepared to poison its own people for a little extra profit margin, the model of the United States economy remains supreme, and is molested at the peril of the entire world. The cancellation or removal of the Credit Default Swaps, presently sucking the lifeblood out of the Western World's financial system, holds the key to our survival. Cauterising this fetid wound will require radical and prolonged treatment, and will inevitably involve vast write-downs and considerable suffering, but is now imperative and unavoidable. Outlook The outlook is hugely gloomy, but filled with promise: It only remains for me to thank my co-directors for their resilience and support in a year which began with so many high hopes, and also to our loyal staff, Steven, Abbie and Vicky, coping gallantly and cheerfully with the slings and arrows of outrageous fortune. C. Robin Woodbine Parish CONSOLIDATED INCOME STATEMENT (Unaudited)
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE unaudited for the year ended 30 June 2008
C Robin Woodbine Parish: Chairman
Philip Secrett: Nominated Adviser |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9 April 2008 - Directors Shareholding | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
El Oro and Exploration Company plc (the "Company") Directors Shareholding The Company has been informed of the following transactions in stock units by Directors of the Company as follows: The Hon. Mrs EC Parish, a non-executive Director of the Company, sold 1,750 ordinary 5 pence stock units in the Company at £6.30 per stock unit. This sale comprises 1,750 stock units sold on behalf of an account of her grandchildren who are minors and that Mr. CRW Parish and Mrs. EW Houston are trustees. Mrs. EW Houston, a non-executive Director of the Company, purchased 1,750 ordinary 5 pence stock units in the Company at £6.32 per stock unit. Mrs. EW Houston purchased the 1,750 stock units on her own behalf. Mrs. EW Houston, a non-executive Director of the Company, sold 12,964 ordinary 5 pence stock units in the Company at £5.90 per stock unit. Mrs. EW Houston sold the 12,964 stock units on her own behalf. Mrs. EW Houston, a non-executive Director of the Company, purchased 12,964 ordinary 5 pence stock units in the Company at £5.90 per stock unit. This purchase comprises 12,964 stock units purchased on behalf of an account of her children, three of whom are minors, that Mrs. EW Houston and Mr CRW Parish are trustees of. Mr. Robert E. Wade, a non-executive Director of the Company, purchased 2,000 stock units at £5.96 per stock unit in the Company. Mr. CRW Parish, an executive director of the Company, sold 10,000 ordinary 5 pence stock units in the Company at £5.70 per stock unit. This sale comprises 10,000 stock units sold on his own account. Mr CRW Parish, an executive director of the Company, purchased 10,000 ordinary 5 pence stock units in the Company at £5.703 per stock unit. This purchase comprises 10,000 stock units purchased on behalf of a family trust that Mr CRW Parish is a trustee of. In addition, the holdings for The Hon. Mrs. EC Parish and Mr CRW Parish have been adjusted to reflect the reallocation of underlying trust accounts. As a result of this, 5,271 stock units have been reallocated from The Hon. Mrs. EC Parish's beneficial holding to Mr CRW Parish's beneficial and non-beneficial holdings in the Company. Following these dealings: The Hon. Mrs. EC Parish has a beneficial holding in the Company, following the notification of this sale, of 331,463 stock units representing 3.08% of the Company. This represents an interest of 3.08% in the total voting rights of the Company. Mrs. EW Houston has a beneficial holding in the Company, following the notification of these transactions, of 1,091,023 representing 10.12% of the Company together with a non-beneficial holding of 564,303 stock units, representing 5.24% of the Company. This represents an interest of 15.36% in the total voting rights of the Company. Mr CRW Parish has a beneficial holding in the Company, following the notification of these transactions, of 911,614 stock units representing 8.46% of the Company together with a non-beneficial holding of 1,599,493 stock units, representing 14.84% of the Company. This represents an interest of 23.30% in the total voting rights of the Company. Mr. RE Wade holds 67,712 stock units, representing 0.63% of the Company. This represents an interest of 0.63% in the total voting rights of the Company.
For further information, please contact:
C Robin Woodbine Parish: Chairman
Philip Secrett: Nominated Adviser |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8 March 2008 - Interim Results | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
El Oro and Exploration Company plc (the "Company") announces its interim results for the six months ended 31 December 2007. The interim results for the six months ended 31 December 2007 will be posted to shareholders and are available on the Company?s website www.eloro.co.uk. Extracts from these financial statements are set out below. For further information, please contact:
C Robin Woodbine Parish: Chairman
Philip Secrett: Nominated Adviser |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 31 December 2007 - Chairman's Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
CHAIRMAN'S STATEMENT Results for the period ended 31 December 2007 The Group profit before tax for the six months to 31 December 2007 was £4,810,071 (six months to 31 December 2006: £3,049,025). Group net assets at 31 December 2007 under IFRS, taking all assets at fair value were £81,588,816 equal to 757p per stock unit, (31 December 2006: £77,167,354 equal to 712p per stock unit). ?When them as wallers in sin thinks they?s getting by with it, she said, that?s when He strikes em in His holy wrath. He jest bides His time?. ?Cormac McCarthy - The Orchard Keeper?. The results for the half-year have since been overshadowed, by continuing turmoil in the financial markets; the collapse of funds such as Peloton, Focus and Carlyle Capital amongst others, and more significantly the rescue of Bear Stearns, underline the gravity of storms swirling through Western economies. An analysis of the indebtedness of some Baltic and East European nations, along with Iceland and Turkey, can only exacerbate this sense of foreboding. Sadly, in no wise is this the story of events unforetold: the consistent condemnation of derivatives from the hallowed halls of Omaha and Pasadena, warnings from the Governor of the Bank of England and the unremitting Cassandra-like criticism of the US credit boom by the late Dr. Richebacher amongst others, were all happily ignored in the Gadarene rush to amass ever more Gargantuan empires based, as it now appears, on foundations of sand. The monstrous maelstrom mowing down the mighty and the minnows has made the proud and powerful into mendicant monks seeking salvage from the Federal Reserve or the Bank of England; meanwhile their erstwhile leaders set off into the sun clutching their Brobdingnagian booty, regardless of seeming success or apparent failure. We have not been immune to declines in the price of property assets as the market anticipates a falling residential and commercial property market. With a wearyingly familiar sense of inevitability, where market conditions of themselves are challenging, Government action has or will exacerbate the situation: in the case of property by imposing rates on vacant property, along with the ridiculous HIPS on residential property; in the case of our Brewery Estate investments, by the malicious assault on smoking within the confines of the pubs, followed hard on its heels by the determination to banish the sale of cigarette vending machines; the decline in profits is beginning to become apparent, albeit in the dim light of dawn. This attack on the pub sector has been compounded by raising the tax on alcohol over and above inflation. Historically, well managed and monitored pubs have presented a secure and agreeable venue for moderate drinking and convivial encounter; wholly at variance with the effects of the G overnment?s 24-hour drinking and changes to the licensing laws; to which a Parliamentary committee has attributed the spread of lager louts in city centres, and other unattractive phenomena. As if this madness was not enough, the eponymous Harman now proposes to ban repartee and terms of endearment from bars and stores, to give those litigious members of society another chance to sue for supposed or imagined slights. What a desperate state of affairs, to see our vocabulary monitored by the legal profession, under the guise of preventing ?sex discrimination? and our hostelries emasculated and age-old beverages consigned to history by ministers and civil-servants in their plush glass palaces drinking lattes and frattes, whilst imposing ever-more onerous taxes and restrictions on the traditional tipples and tittle-tattle of the British people. This urge to interfere and 'act', rather than 'sitting pretty, doing nothing' is only too apparent, now that the Government has seen the light and embraced the birth of a new Nuclear Age: sadly, it sold Westinghouse, the leader in that field, to Toshiba, in the same futile fashion it flicked away Qinetiq to Carlyle, and our historic Gold reserves: all first-class National assets. The British Government has paid obscene obeisance to the European Union, ignoring every promise and poll to align us with that unholy herd, and now assaults the Old Commonwealth and its rights of entry, despite the longevious and formidable ties of blood, trade, tradition and civilisation shared over so many years, with its huge contribution to trade and economy for all parties. Such a perverse policy reaches its nadir in the refusal of residence rights to the Gurkha soldiers who have fought so valiantly to defend us; whilst Post Offices and Village Schools fall to the same Statist or Stalinist philosophy; hill farms and the landscape are discarded, and non-doms are sacrificed for a mess of pottage; playing-fields, including those of Jersey, are pillaged, and even mince-meat, a staple of the beef industry, is confronted with a mad new EU directive; it is remarkable indeed, given the vast reduction in public swimming pools, despite an obligation for their provision, and almost complete destruction of diving-boards, that England can suddenly discover a European Diving Champion. The attack on ?Risk? is now a central plank of national ?elf and safety? policy, producing generations less and less able to cope with the every day and more substantial crises of life. It also engenders a vast infrastructure which, as the FSA has proved, is horrendously expensive and ultimately incapable of dealing with situations once resolved discreetly, or managed with a raised eyebrow in the confines of the old establishment, but mostly driven by common sense and discernment. The necessity and obligation facing our economy to cut both taxes and spending significantly has been denied by all parties, particularly the Conservatives in their Cyclops-post-Odysseus blindness driven by the inchoate urging of their spineless strategists. The symbolism of Banana Republic?s arrival in Britain is perhaps apposite. The deflation of domestic residences whose rise had created the credit boom both in Britain and the United States is now making its sombre black marks in the history books: quite possibly further wreckage may yet descend from the ether as the deflated balloon subsides across the Western world and beyond. This has profound and negative consequences for consumer spending which is no longer underpinned by an annual increase in the value of an underlying asset. For the first time since 1945 the share of equity held by the individual in homes in the United States has fallen below 50%. Proverbs 11 v 13 state; ?Happy is the man that findeth wisdom and the man that getteth understanding. For the merchandise of it is better than the merchandise of silver and the gain thereof than fine gold.? Wisdom and vision have been sadly lacking amongst our political and business leaders and the day of Reckoning is upon them. Given this absence, our vision is for the continued accumulation of the alternative, both Silver and Gold and the shares thereof. We congratulate Colin Loosemore of Archipelago in finally securing the remit to develop the exciting mine at Toka Tindung. We have visited other promising projects in Chile and Argentina whilst remaining wary of political interference in various parts of the world. The inability of South Africa to provide adequate power for its burgeoning population and industry has enhanced metal prices for both Gold and Platinum. We are also increasing our exposure to the production of food, fertilizer and agricultural products and are heartened by the continued rise in MP Evans, an outstanding performer in the portfolio. In conclusion the outlook for retail and housing remains distinctly gloomy, whilst the continuing rise in inter-bank rates bodes ill for the entire financial sector. We would be surprised albeit happy at any pick up in property prices. We are however well placed in our traditional areas of strength particularly Basic Resources, Energy and Precious Metals. We would expect the latter especially to thrive in the current climate, and will attempt to restrain our excitement. My thanks are due to my peripatetic Directors, our numerous advisers around the world, and the increasingly formidable team in Cheval Place led by Steve McKeane, Abbie playing in Midfield, and Vicky solid in defence: the Rooney, Ronaldo, Vidic triumvirate. Onwards to Victory.
Robin Woodbine Parish CONSOLIDATED INCOME STATEMENT (Unaudited)
CONSOLIDATED STATEMENT OF CHANGES IN INCOME AND EXPENSE (Unaudited)
CONSOLIDATED STATEMENT OF CHANGES IN INCOME AND EXPENSE (Unaudited)
CONSOLIDATED CASH FLOW STATEMENT (Unaudited)
|