GUERNSEY, Channel Islands, May 22 /CNW/ - Audley European Opportunities
Master Fund Limited and its manager, Audley Capital Management Limited,
announced today that the Fund has entered into an irrevocable agreement to
vote its 29,142,484 million shares of Cambrian Mining Plc in favour of a
proposed transaction whereby Cambrian will become a wholly-owned subsidiary of
Western Canadian Coal Corp. The proposed transaction will be completed by way
of a scheme of arrangement under English law, involving a reduction of
Cambrian's capital, pursuant to which all of the existing Cambrian shares will
be cancelled and new Cambrian shares will be issued to WCC. Existing holders
of Cambrian shares will receive 0.75 WCC share in consideration for the
cancellation of each Cambrian share held.
The Fund currently owns approximately 40 million WCC shares, warrants to
acquire an additional 1,330,000 WCC shares and options to acquire an
additional 290,000 WCC shares, collectively representing approximately 19.8%
of the WCC Shares that would be outstanding after the exercise of such
warrants and options. Audley Capital also controls the WCC shares and warrants
owned by the Fund. The Fund and Audley Capital do not currently own or
exercise control over any other securities of WCC.
The Fund holds the WCC shares for investment purposes only. Subject to
compliance with applicable laws, the Fund and Audley Capital Management
Limited may from time to time acquire additional securities of WCC or dispose
of securities of WCC in the open market, by private agreement or otherwise.
Assuming no further Cambrian shares are issued prior to completion of the
proposed transaction, under the proposed transaction WCC will issue up to
approximately 21.9 million WCC shares to the Fund in consideration for the
cancellation of the 29,142,484 Cambrian shares currently held by the Fund.
Together with the WCC shares the Fund already owns, this would represent
approximately 25.2% of the WCC Shares outstanding after completion of the
proposed transaction excluding the approximately 72.1 million WCC shares held
by Cambrian (subject to tax and other structuring considerations, these 72.1
million WCC shares may be cancelled).
The 21.9 million WCC shares to be acquired by the Fund, together with the
WCC shares already owned by the Fund and the WCC shares issuable to it, Audley
Capital and other persons who may be considered to be acting jointly or in
concert with the Fund pursuant to WCC convertible securities, collectively
represent approximately 74.1% of the WCC shares that would be outstanding
after conversion convertible securities held by those persons after completion
of the proposed transaction (excluding the approximately 72.1 million WCC
shares held by Cambrian).
The proposed transaction is conditional on, among other things, obtaining
requisite approvals by Cambrian shareholders and WCC shareholders. The Fund's
irrevocable agreement to vote for the proposed transaction will cease to be
binding if, among other things, a competing offer is made for Cambrian which
is more favourable to Cambrian shareholders from a financial point of view
than the proposed transaction.
For further information:
For further information: Julian Treger, Audley Capital Advisors LLP on
behalf of: Audley Capital Management Limited, Audley European Opportunities
Master Fund Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey,
GY1 3QL, 44-207-529-6940