UPDATE ON UNCONDITIONAL OFFER
Asa Resource Group plc (in Administration)
("Asa," or the "Company")
Update on 24 November 2017
The Company notes the announcement on 21 November 2017 by Rich Pro Investments Limited ("RPI") stating that RPI's offer for the Company (details of which were set out in the offer document dated 25 July 2017) ("Offer") was unconditional in all respects with effect from that date. The offer remains open for acceptances.
Asa wishes to clarify certain matters relating to the Company.
The announcement on 21 November 2017 was made without pre-notifying the Company's Joint Administrators and shortly before litigation between RPI and the Joint Administrators is due to be heard in Court in the week commencing 27 November 2017 ("the Hearing").
Given that there are a number of matters which are due to be heard before the Court next week, the announcement by RPI came as a surprise both to the Company and to the Joint Administrators.
Effect of a change of control
In considering the interests of all the Company's stakeholders, the Joint Administrators have also raised a serious concern about the effect of any takeover on the assets of the Company's subsidiaries in Zimbabwe, which constitute the majority of the Company's underlying assets. A substantial risk results form a change of control of the Company unless such change of control is pre-approved by the Minister of Mines in Zimbabwe. This point is disputed by RPI and there is a difference of opinion with RPI in relation to this issue. However, whether or not there is such a risk will not be determined at the Hearing, but will be left open for further consideration.
Potential acquisition of the Company's assets
The Joint Administrators have now received a non-binding and conditional offer from a substantial publically listed company to acquire the Company's 100% shareholding in ASA Headco Limited ("Headco"), its immediate subsidiary holding company which in turn owns, directly and indirectly, all of the Company's material assets.
The Joint Administrators believe that, if this offer is accepted, and the applicable conditions are satisfied, all the creditors of the Company would be paid in full, and from the balance of the proceeds of the sale, shareholders of the Company should receive significantly more than the 2.1p per share offered by RPI.
Shareholders should note that, as set out in RPI's announcement on 21 November 2017, RPI has also made a non-binding offer to acquire 100% of the issued shares in Headco. RPI's offer will be considered on its merits.
The question as to whether any offer to purchase the shares in Headco should be accepted will not be determined at the Hearing but will be left open for further consideration.
Appointment of an additional administrator
RPI is also demanding the appointment of an additional administrator to the Company and argues that suchadministrator should have sole charge of any process relating to the marketing or sale of Headco and/or the appropriate mechanism for the Company exiting administration ("the Sale Functions").
The Joint administrators have not objected to the appointment of an additional administrator and are willing to proceed on this basis. However the Joint Administrators' view is that any additional administrator appointed must be properly qualified and able to take a joint role and should be appointed jointly and severally with the Joint Administrators to carry out the Sale Functions. The Joint Administrators have proposed that a protocol should be approved delineating the role of the additional administrator. The role of the additional administrator is a matter that will be determined at the Hearing.
In connection with the appointment of the additional administrator, the Company's former director Mr Ning Yat Hoi and his associated company China International Mining Group Corporation have challenged the validity of the Joint Administrators' appointment. As a result, as part of the Hearing, a retrospective administration order is being sought by one of the Company's creditors to deal with the suggestion that there is any issue with the validity of the appointment. Notwithstanding this retrospective application, the Joint Administrators consider that they are validly appointed.
Access to Court filings
A number of shareholders and creditors of the Company have requested access to all Court filings in relation to this matter and the Company. Under Rule 12.39 of the Insolvency Rules 2016, where documents are filed in connection with insolvency proceedings, creditors and shareholders are entitled to access to information on the Court file.
Accordingly, the Joint Administrators will make these documents accessible to creditors and shareholders of the Company on an online portal, details of which will be provided directly to shareholders and creditors.
All documents filed at Court in relation to this matter will be available by close of business on Friday 24 November 2017.
Creditors or shareholders of the Company who would like access to this documentation should contact firstname.lastname@example.org and if they have any issues that they wish to raise with the Joint Administrators in relation to the Hearing or that they would wish the Joint Administrators to convey to the Court, they should contact the Joint Administrators on the same email address or 020 7089 0918.
Asa Resource Group plc (in Administration)
One Fleet Place, London EC4M 7WS
Nominated Adviser and Broker
SP Angel Corporate Finance LLP
John Mackay, Jeff Keating, Caroline Rowe
Tel: +44 (0) 20 3470 0470
This information is provided by RNS