Noventa Limited ("Noventa" or the "Company") (TSX: NTA; AIM: NVTA; PLUS: NV) - Result of Class Meeting and Directorate Change

TORONTO, Sept. 29, 2011 /CNW/ -

Result of Class Meeting

Further to the announcement of 2 September 2011, Noventa is pleased to confirm that at the class meeting of the Preference Shareholders held yesterday, the resolution proposed was duly passed.

In accordance with the amendment to the terms and conditions of the Preference Shares whereby certain Preference Shareholders have taken the opportunity to have their Preference Shares redeemed and to receive new Ordinary Shares as consideration for such redemption the Company can confirm, subject to formal confirmation by the Board and approval by the TSX, that it intends to issue 19,157,409 new Ordinary Shares to these Preference Shareholders and that 1,028,075 Preference Shares will remain in issue following this redemption.  The 19,157,409 new Ordinary Shares equate to 16.03 per cent. of the Company's issued ordinary share capital, as enlarged by this issue.

The Preference Redemption was calculated on the basis of the Preference Shares being redeemed at their original issue and redemption price of US$4.218 plus any accrued dividend up to and including 30 September 2011, and reinvested into new Ordinary Shares at the Issue Price of 25p.  A US Dollar to GB Pound exchange rate of $1.62:£1.00 was used in the redemption and reinvestment calculation.

The new Ordinary Shares to be issued pursuant to the Preference Redemption will be credited as fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares.

An Application will be made to the London Stock Exchange plc for the new Ordinary Shares to be admitted to trading on AIM. It is expected that admission to AIM and to PLUS will take place and that dealings in the new Ordinary Shares are expected to commence at 8.00 a.m. on Monday 10 October 2011.

Following the issue of the new Ordinary Shares the Company will have 119,542,843 Shares in issue.  The Company does not hold any Ordinary Shares in treasury.

Board Changes

The board of Noventa announces that Executive Chairman Eric Kohn TD has resigned from his position at Noventa and will be leaving the Company with effect from 30 September 2011.  The Board would like to wish him every success in his future endeavours and thanks him for his contribution to bringing the Company out of care and maintenance, ensuring the Company's survival in very difficult circumstances and moving it towards the construction and commissioning of the Marropino mine.

The Company is actively looking to find a permanent replacement of Mr Kohn as Chairman. In the meantime, Luca Bechis, who was appointed as a Non-Executive Director of the Company with effect from 2 September 2011, has agreed to assume the role of Interim Non-Executive Chairman with effect from 1 October 2011 and will remain in this role until the permanent position is filled. Mr Bechis is a founding partner of Richmond Capital LLP, a London based FSA authorised investment management firm established in 2004.  Prior to this, Mr Bechis was a partner at hedge fund Egerton Capital from 1997 to 2004 and a European equity analyst at Cazenove & Co from 1990 to 1997.  Richmond Capital LLP is the investment advisor to Richmond Partners Master Fund (Cayman Islands), the largest shareholder of the Company.

As previously announced, John Allan will also be stepping down from his current position as CEO of Noventa, which he assumed as on an interim basis in May 2011.  This will take effect from 30 September 2011, after which he will return to his role of Project Director. Fernando Fernandez-Torres, currently the Company's COO, will become the Company's CEO with effect from 1 October 2011.

Eric Kohn commented "I would like to wish the new Management team success in their endeavours and thank John Allan for taking on the CEO appointment earlier on this year".

Update on Operations at Marropino

The Board is pleased to report that since the completion of the Placing at the end of August, encouraging progress has been made regarding the construction and commissioning of the enhanced and expanded plant at the Marropino mine and in the Board's opinion the new plant is on schedule.  The new pipeline, to overcome the water shortages previously announced, is due to commence pumping from the Melela river shortly.  In addition, production from the present plant continues as previously announced.

Further updates regarding progress will be made in due course.

All defined terms in this announcement have the same meaning as in the announcement of 19 August 2011.


Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.

Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated 19 July 2011, which is available on SEDAR at

Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

SOURCE Noventa Limited

For further information:

Noventa Limited:
Zeca Barros
(Chief Financial Officer)

+41 22 8500560
+41 79 5030150
Religare Capital Markets (UK) Limited
(Nominated Adviser)
Rick Thompson / Phil Davies / Emily Staples
+44 20 7444 0800
Religare Capital Markets plc
Daniel Briggs
+44 20 7444 0500

In Canada:
Joe Racanelli
416 815 0700 ext. 243

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