Oracle Power
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should immediately consult an independent professional adviser authorised under the Financial Services and Markets Act 2000, as amended (“FSMA”), who specialises in advising on the acquisition of shares and other securities, or another appropriate adviser if you are in a country outside the United Kingdom, before taking any action. This document comprises an AIM admission document which has been prepared in accordance with the AIM Rules for Companies and has been issued in connection with the application for Admission. This document does not constitute a prospectus for the purposes of the Prospectus Rules made under section 73A of FSMA and contains no offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise. This document has not been, and will not be, approved or examined by the Financial Services Authority (“FSA”) pursuant to section 85 of FSMA and a copy has not been delivered to the FSA under regulation 3.2 of the Prospectus Rules, the UK Listing Authority or any other authority which could be a competent authority for the purposes of the Prospectus Directive. PROSPECTIVE INVESTORS SHOULD READ THE WHOLE OF THE TEXT OF THIS DOCUMENT AND SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF THE ENTIRE INVESTMENT AND MAY NOT BE SUITABLE FOR ALL RECIPIENTS OF THIS DOCUMENT. IN PARTICULAR, PROSPECTIVE INVESTORS’ ATTENTION IS DRAWN TO THE SECTION ENTITLED “RISK FACTORS” IN PART II OF THIS DOCUMENT. The Ordinary Share Capital is currently traded on PLUS. Application has been made for the Enlarged Share Capital of the Comapany to be admitted to trading on AIM. It is expected that Admission will take place and that unconditional dealings in the Enlarged Share Capital will commence on 20 April 2011. The Company will de-list from PLUS at the close of business on 19 April 2011. It is emphasised that no application has been made or is being made for the Enlarged Share Capital to be admitted to the Official List of the UK Listing Authority and that the AIM Rules for Companies are less demanding than those of the Official List of the UK Listing Authority. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List and the AIM Rules for Companies are less demanding than those of the Official List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. It is emphasised that no application is being made for admission of the Ordinary Shares to trading on the Official List. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The Existing Ordinary Shares are admitted to trading on PLUS Markets. Apart from the application for Admission, no other such application has been or is intended to be made. The Company, together with the Directors, whose names are set out on page 32 of this document, accept responsibility both individually and collectively, for the information contained in this document and the Directors accept full responsibility, collectively and individually for the Company’s compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect its import. In connection with this document and/or Admission, no person is authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. This document has not been approved by Libertas Capital Corporate Finance Limited (“Libertas”) for the purposes of section 21(2)(b) of FSMA. ORACLE COALFIELDS PLC (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 5867160) Proposed placing of 30,000,000 Ordinary Shares of 0.1p each at a price of 10p per Ordinary Share and Admission to trading on AIM Nominated Adviser and Broker LIBERTAS CAPITAL CORPORATE FINANCE LIMITED Share Capital on Admission Issued and fully paid Number of Ordinary Shares Amount 214,211,000 £214,211 The Placing Shares will, on Admission, rank pari passu with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the Existing Ordinary Shares after the date of this document. Libertas, which is authorised and regulated in the United Kingdom by the FSA, is acting as nominated adviser to the Company in connection with the proposed admission of the Enlarged Share Capital to trading on AIM. Its responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this document. Libertas are not acting for anyone else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the contents of this document or the Placing or Admission. No representation or warranty, express or implied, is made by Libertas as to the contents of this document, without limiting the statutory rights of any person to whom this document is issued. Neither will Libertas be offering advice, nor will they otherwise be responsible for providing client protections to recipients of this document or for advising them on the contents of this document or any other matter. The information contained in this document is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. This document does not constitute an offer to sell, or solicitation of an offer to subscribe for or buy, Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. In particular, this document is not being and must not be mailed, copied or otherwise distributed or sent in or into or from the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and they may not be offered or sold directly or indirectly within the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. CONTENTS Page PLACING STATISTICS 3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 EXCHANGE RATES 3 DEFINITIONS 4 GLOSSARY OF SELECTED TECHNICAL TERMS 9 DIRECTORS, SECRETARY AND ADVISERS 15 PART I: INFORMATION ON THE GROUP 17 PART II: RISK FACTORS 37 PART III: COMPETENT PERSON’S REPORT 54 PART IV: FINANCIAL INFORMATION ON THE GROUP 151 Section A: Accountant’s Report on the financial information on the Group 151 Section B: Financial information relating to the Group for the period from 1 January 2008 to 31 December 2010 153 PART V: ADDITIONAL INFORMATION 173 FORWARD LOOKING STATEMENTS This document contains forward-looking statements that involve risks and uncertainties. Any statements, other than statements of historical facts, contained in this document, including statements regarding the Group’s future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this document use words like “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and similar terms. The Group’s actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by the Group which are described in Part II and elsewhere in this document. Investors are urged to read this entire document carefully before making an investment decision. The forward-looking statements in this document are based on the relevant Director’s beliefs and assumptions and information only as of the date of this document, and the forward-looking events discussed in this document might not occur.