Amber Capital UK LLP

December 03, 2015 14:14 ET

Amber Capital UK LLP: Press Release and Early Warning Report

LONDON, UNITED KINGDOM--(Marketwired - Dec. 3, 2015) -

1. Name and address of the offeror.

Amber Capital UK LLP
14-17 Market Place
London, W1W 8AJ
United Kingdom

2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On December 3, 2015, Amber Capital UK LLP, on behalf of Amber Global Opportunities Master Fund Ltd., which is an investment fund managed by it (collectively, the "Offeror"), acquired ownership and control of 1,470,000 ordinary shares (the "Acquired Shares") of Lydian International Limited (the "Company"). The Acquired Shares represent approximately 0.8% of the issued and outstanding ordinary shares of the Company (based upon the 184,632,587 ordinary shares stated to be outstanding as of November 13, 2015 by the Company in the Company's Management's Discussion and Analysis for the interim period ended September 30, 2015, filed with Canadian securities regulators on November 13, 2015).

3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

After giving effect to the acquisition noted in item 2 above, the Offeror beneficially owns and controls 18,474,641 ordinary shares in the capital of the Company, representing in the aggregate approximately 10% of the outstanding ordinary shares of the Company (based upon the 184,632,587 ordinary shares stated by the Company to be outstanding as of November 13, 2015).

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

i. the offeror, either alone or together with joint actors, has ownership and control,

After giving effect to the acquisition noted in item 2 above, the Offeror beneficially owns and controls 18,474,641 ordinary shares in the capital of the Company, representing in the aggregate approximately 10% of the outstanding ordinary shares of the Company (based upon the 184,632,587 ordinary shares stated by the Company to be outstanding as of November 13, 2015).

ii. the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor,

Not applicable.

iii. the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

The Toronto Stock Exchange ("TSX").

6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

The Acquired Shares were purchased on the TSX at an average price of $0.29 per ordinary share.

7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The Offeror acquired the Acquired Shares for investment purposes and may or may not purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's investment decisions, and reserves the right to dispose of any or all of its securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the securities.

The Offeror may seek to influence the strategic direction of the Company, which may occur through discussions with representatives of the Company or by influencing control of the Company's board of directors.

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

Not applicable.

9. The names of any joint actors in connection with the disclosure required by this form.

Not applicable.

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror.

Not applicable.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities.

Not applicable.

12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

Not applicable.

Contact Information

  • Amber Capital UK LLP
    Jamie Craver
    Tel: 44-207-079-4774