Allied Gold Mining
Total Page：16
File Type：pdf, Size：1020Kb
MERRILL CORPORATION PHARDIM//16-JUN-11 04:28 DISK106:[11ZBG1.11ZBG11601]BE11601A.;21 mrll_0909.fmt Free: 150DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;91 8 C Cs: 60773 This document comprises a Prospectus relating to Allied Gold Mining PLC (the Company) and has been prepared in accordance with the Prospectus Rules of the Financial Services Authority (FSA) made under section 73A of FSMA, has been filed with the FSA and has been made available to the public as required by the Prospectus Rules. This Prospectus is being made available to Shareholders for information purposes only and does not require any action to be taken by Shareholders of the Company. This Prospectus does not constitute an offer or invitation to any person to subscribe for or purchase any securities in the Company or any other entity. Application has been made to (i) the FSA for all of the Ordinary Shares to be admitted to the premium segment of the Official List of the FSA (Official List) and (ii) the London Stock Exchange plc (London Stock Exchange) for the Ordinary Shares to be admitted to trading on its main market for listed securities (together, Admission). Admission to trading on the London Stock Exchange constitutes admission to trading on a regulated market. It is expected that Admission of the Ordinary Shares will become effective and that dealings will commence in the Ordinary Shares on the London Stock Exchange, at 8.00 a.m. (London time) on 30 June 2011. The Company and its Directors (whose names appear on page 30 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Your attention is drawn to the risk factors in relation to the Group on pages 12 to 29 of this Prospectus. ALLIED GOLD MINING PLC (Incorporated in England and Wales with Registered Number 7553802) Prospectus Admission to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange Expected share capital immediately following Admission Ordinary Shares of 10p each Issued and fully paid Number Amount (£) 199,756,259† 19,975,626 † Subject to adjustments for fractional entitlements. On Admission, all the Ordinary Shares in issue will rank pari passu in all respects including for all dividends and other distributions declared, made or paid. In the United States, this Prospectus is being made available only to Shareholders for information purposes only. This Prospectus does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Ordinary Shares. The Ordinary Shares will not be, and are not required to be, registered under the US Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption from registration provided by Section 3(a)(10) thereof. The Ordinary Shares will not be registered under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States by persons deemed to be ‘‘affiliates’’ of the Company under the rules of the Securities Act except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Neither the US Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has approved or disapproved the Ordinary Shares or passed an opinion on the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. RBC Capital Markets is acting as financial adviser and sponsor for the Company and no-one else in connection with Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBC Capital Markets or providing advice in relation to Admission or any other matters described in this Prospectus. Apart from responsibilities and liabilities, if any, which may be imposed on RBC Capital Markets by FSMA or the regulatory regime established thereunder, RBC Capital Markets does not accept any responsibility whatsoever, and makes no representation or warranty express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or Admission. RBC Capital Markets accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. Papua New Guinea This document is not a prospectus in Papua New Guinea and has not been lodged with the Papua New Guinea Registrar of Companies. The Shares cannot be offered for subscription or purchase to the public in Papua New Guinea, but an offer or invitation to any person where the amount payable by that person is at least PGK500,000 will not constitute an offer of the Shares to the public. Shiraz Prospectus Proj: P10616LON11 Job: 11ZBG11601 (11-10616-1) Page Dim: 8.250⍯ X 11.750⍯ Copy Dim: 40. X 64. File: BE11601A.;21 MERRILL CORPORATION PHARDIM//16-JUN-11 04:28 DISK106:[11ZBG1.11ZBG11601]BG11601A.;16 mrll_0909.fmt Free: 1320DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;91 8 C Cs: 59076 CONTENTS Page SUMMARY ........................................................... 1 RISK FACTORS ........................................................ 12 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS ................... 30 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ................................ 32 IMPORTANT INFORMATION ............................................... 33 PART I—INFORMATION ON THE GROUP ..................................... 37 PART II—MANAGEMENT, CORPORATE GOVERNANCE AND EMPLOYEES . 54 PART III—PAPUA NEW GUINEA ............................................ 61 SECTION A—GENERAL INFORMATION ...................................... 61 SECTION B—THE GROUP’S LICENCES ...................................... 65 PART IV—SOLOMON ISLANDS ............................................ 69 SECTION A—GENERAL INFORMATION ...................................... 69 SECTION B—LICENSING REGIME & THE GROUP’S LICENCES ..................... 72 PART V—MARKET AND INDUSTRY OVERVIEW ................................. 75 PART VI—SELECTED FINANCIAL INFORMATION ............................... 77 PART VII—OPERATING AND FINANCIAL REVIEW ............................... 79 PART VIII—CAPITALISATION AND INDEBTEDNESS STATEMENT . 108 PART IX—HISTORICAL FINANCIAL INFORMATION .............................. 109 SECTION A—FINANCIAL STATEMENTS FOR YEARS ENDED 30 JUNE 2010, 2009 AND 2008 .............................................................. 109 SECTION B—FINANCIAL STATEMENTS FOR SIX MONTHS ENDED 31 DECEMBER 2010 . 173 PART X—ADMISSION ................................................... 231 PART XI—TAXATION .................................................... 232 PART XII—ADDITIONAL INFORMATION ....................................... 236 PART XIII—INTERPRETATION .............................................. 265 SECTION A—DEFINITIONS ............................................... 265 SECTION B—GLOSSARY OF TECHNICAL TERMS .............................. 270 PART XIV—COMPETENT PERSON’S REPORTS ................................ 274 SECTION A—SUMMARY ................................................. 275 SECTION B—SIMBERI PROJECT COMPETENT PERSON’S REPORT . 290 SECTION C—GOLD RIDGE PROJECT COMPETENT PERSON’S REPORT . 476 i Shiraz Prospectus Proj: P10616LON11 Job: 11ZBG11601 (11-10616-1) Page Dim: 8.250⍯ X 11.750⍯ Copy Dim: 38. X 62. File: BG11601A.;16 MERRILL CORPORATION JDICKSO//17-JUN-11 02:56 DISK106:[11ZBG1.11ZBG11601]CA11601A.;27 mrll_0909.fmt Free: 80D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;91 8 C Cs: 52103 SUMMARY This summary should be read as an introduction to the Prospectus. Investors should read the whole of this Prospectus and not just rely upon key or summarised information. Any decision to invest in the Company should be based on the consideration of this Prospectus as a whole by the investor and not just this summary. Where a claim relating to the information contained in this Prospectus is brought before a court, the investor bringing the claim might, under the national legislation of the EEA States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for the summary including any translations of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of the Prospectus. 1 Overview Allied Gold Mining PLC is an emerging Pacific Rim gold producer with two producing gold mines in Papua New Guinea (PNG)