African Pioneer plc

November 05, 2012 03:00 ET

First Day of Dealings

                                                                                                    5 November 2012
                                                African Pioneer PLC
                                        ("African Pioneer" or the "Company")
                                               First Day of Dealings

The  Directors of African Pioneer are pleased to announce that the Company's issued ordinary shares of no par value
("Ordinary Shares") have today been admitted to trading on the ICAP Securities & Derivatives Exchange ("ISDX").

Admission price of Ordinary Shares               1p
Ordinary Shares in issue                         112,300,002
Market capitalisation on admission               GBP1,123,000
Sector classification                            Speciality and Other Finance
Corporate Adviser                                St Helens Capital Partners LLP
ISDX Symbol                                      APPP
ISIN Number                                      IM00B8COHK22


African  Pioneer was incorporated on 20 July 2012 as an Investment Vehicle to identify investment opportunities  in
the  mining sector in Sub-Saharan Africa, with a focus on base metals including, copper, nickel, lead and zinc. The
Directors believe that there are a number of investment opportunities in the Sub-Saharan Africa mining sector which
could enable the Company to achieve its objective of delivering substantial capital growth for Shareholders through
the creation and progression of a significant company in that sector.

In connection with Admission, the Company has raised a total of GBP403,000 (before expenses).

Investment Strategy

The  Directors intend that the Company's investment strategy will focus on exploration opportunities  in  the  base
metals  mining  sector  in  Sub-Saharan Africa, with a view to establishing  a  portfolio  of  significant  mineral
prospectivity.  The  Directors  believe that Sub-Saharan Africa is a particularly promising  part  of  the  African
continent for base metal prospecting and that its geology and the practicality of acquiring licences there make  it
an  attractive investment proposition. Moreover, the Directors believe that their combined experience in the mining
sector in Africa will enable them to identify a range of appropriate investment opportunities for the Company.

Potential  areas  for  investment will be assessed by reference to criteria which include  a  stable  economy,  the
prevailing rule of law, minimal regulations regarding the export of capital and minimal currency constraints. It is
also  envisaged  that  any  business (or businesses) which the Company invests in or  acquires  will  meet  certain
conditions  which,  the  Directors  believe, will best position the Company to maximise  Shareholder  value.  These
conditions include that:

*  the  Company  can  enhance the prospects and the future value of the investment target via an injection  of  new
 finance or specialist management;

* the investment target will be able to benefit from the Directors' existing network of contacts;

* the investment target has the potential for rapid sustainable growth; and

* the investment target will have the potential to deliver significant returns for the Company.

The above investment criteria are not intended to be exhaustive and the Directors may make an investment which does
not  fulfil any or all of the investment criteria if they believe it is in the interests of Shareholders as a whole
to  proceed  with such an investment. In the event that the Company finds a suitable opportunity outside  the  Sub-
Saharan Africa base metal mining sector, Shareholder approval will be sought for such acquisition opportunity.

The Directors believe that their broad collective experience together with their extensive network of contacts will
assist  them in the identification, evaluation and funding of appropriate investment opportunities. When necessary,
other  external  professionals  will be engaged to assist in the due diligence on  prospective  targets  and  their
management  teams.  The  Directors will also consider appointing additional directors with relevant  experience  if

Following  Admission, the Directors will commence the search for suitable investment and acquisition opportunities.
They  have  not, however, at this stage carried out any due diligence on any targets and no commitments  have  been
entered  into. Once a suitable opportunity has been identified, initial due diligence will be carried  out  by  the
Directors where it is believed to be appropriate or necessary.

The Company may seek to raise additional funding either prior to or at the same time as the Company carries out any
substantial  acquisition  or  investment. The Directors intend to fund such investments  or  acquisitions  using  a
mixture  of  cash,  equity and/or debt. The Directors believe that the status of the Company as a  publicly  traded
Investment Vehicle will enable it to obtain favourable terms in providing capital investment for companies in which
it invests.

Colin  Bird,  Non-Executive Chairman and Raju Samtani, Executive Director, have agreed not to draw any remuneration
from  the  Company  until  such time as the Company has made an acquisition or investment in  accordance  with  its
investment  strategy.  In  the  intervening  period,  Colin Bird  and  Raju  Samtani  will  accrue  entitlement  to
remuneration. All expenditure by the Company will be kept to a minimum until the Company has made an acquisition or
investment  as  set  out  above. At that time, the remuneration of the entire Board will be reviewed  and  suitable
remuneration arrangements shall be agreed with the Board and any new persons appointed to the Board.

If the Company has not made a material investment within one year following Admission, the Directors intend to seek
Shareholder approval for the continuation of its investment strategy. The Directors also intend that such  approval
will be sought in each subsequent year if it has not made by then a material investment.

The cash held by the Company following Admission will principally be used to cover costs incurred by the Company in
identifying  potential  acquisitions  and investments. Operating costs will be  maintained  at  the  minimum  level
consistent with the Company's status as a publicly quoted company. The Company will not acquire premises of its own
or engage any full-time employees before making a significant investment or acquisition.

Directors' and Other Interests

The  interests  (including rights to subscribe and short positions) of the Directors (all of which are  beneficial,
unless otherwise stated) (so far as is known to the Directors, or could with reasonable diligence be ascertained by
them) or any connected persons in the issued share capital of the Company is as follows:

        Director                               Number of Ordinary Shares       % of Issued Share
        Colin Bird                                    10,000,000                     8.90
        Raju Samtani                                  10,000,000                     8.90
        James Cunningham-Davis                            Nil                         Nil

In  addition  to  the  holdings disclosed above the Company has been notified of the following  holdings  which  on
Admission, represent more than 3 per cent. of the issued share capital or voting rights of the Company:

        Name                                   Number of Ordinary Shares       % of Issued Share
        Tiger Resource Finance Plc                    57,000,002                     50.76
        McNolan Holdings Limited*                     10,000,000                     8.90
        Ronald Bruce Rowan                            10,000,000                     8.90
        Pershing Nominees Ltd                          4,000,000                     3.56

        *  McNolan Holdings Limited (a company registered in the Republic of Ireland with registered number 516317)
        is  50  per  cent.  beneficially owned by Michael Nolan and 50 per cent. beneficially owned  by  his  wife,
        Christine McElhinney.

Admission Document

Copies  of the Company's Admission Document are available free of charge during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) at the offices of the Company's ISDX Corporate Adviser, St Helens
Capital  Partners LLP, 223a Kensington High Street, London W8 6SG and will also be available via African  Pioneer's
page on the ISDX website,

For further information please contact:

African Pioneer
Raju Samtani                                                     0777 594 6676

St Helens Capital Partners LLP
Mark Anwyl or Guy Miller                                         020 7368 6959

Contact Information

  • African Pioneer plc