El Oro Ltd

Announcements 2004

Directors PDMR Shareholding  |  Announced - 29 June 2004

El Oro and Exploration Company p.l.c. was informed on 29th June 2004 by C.R.W. Parish, an executive director of the Company of purchases made in the Company on 28th June at £4.15. The details of these purchases in the Company are shown in the following table and are summarised below.

1. That the Company has purchased and cancelled 9,679 stock units of the Company. Stock units remaining in issue are 11,943,248.

2. That Investigations and Management Limited, a wholly owned subsidiary of the Company has purchased 7,000 stock units.

3. That he and other members of his family, family trusts and a non-family non-executive director have purchased stock units.

  Stock units purchased Stock units held after purchase Stock units in issue after purchase
El Oro and Exploration Company p.l.c.      
Stock units cancelled 9,679 n/a 11,943,248
Investigations and Management      
In own name 7,000 60,700  
C.R.W. Parish      
In his own name 1,000    
In his PEP 1,185    
In L.J. Parish's name 1,000    
In the name of C.R.W. & L.J. Parish Trust A/C A.J.W. Parish 2,000 1,615,981  
The Hon Mrs E.C. Parish      
In her PEP 2,475    
In her ISA 1,675 347,001  
E.W. Houston      
In her own name 12,000    
In her ISA 1,340 1,099,033  
S.B. Kumaramangalam      
In her PEP 835    
In her ISA 5,200 1,048,132  
Mr S.B. and Mrs S.B. Kumaramangalam      
In the name of Mrs E.C. Parish Settlement for Zoe 6,000 518,547  
Mr G. and Mrs C.W. Zegos      
In the name of Mrs E.C. Parish Settlement for Zegos children 4,000 466,547  
E.W. Houston      
In the name of Mrs E.C. Parish Settlement for Houston children 4,750 511,283  
R.L. Wade      
In his own name 2,500 45,712  


C.R.W. Parish - Chairman and Managing Director

Disposal of Danby Registrars Limited  |  Announced - 15 October 2004

Not for release, publication or distribution in whole or in part in, into, or from the United States, Canada, Australia or Japan.

For immediate release 15 October 2004

EL ORO AND EXPLORATION COMPANY P.L.C.

PROPOSED DISPOSAL OF DANBY TO A RELATED PARTY PURSUANT TO A SCHEME OF ARRANGEMENT

Introduction

The Independent Directors of El Oro are pleased to announce that they have reached agreement in principle on the terms of the disposal of Danby to Matchtape, a newly incorporated company wholly owned by the Chairman, Robin Parish. The Disposal is to be implemented via a scheme of arrangement under section 425 of the Act pursuant to which, in return for the share capital in Danby being indirectly acquired by Matchtape, Robin Parish will cancel a number of his existing El Oro Stock Units and Danby will cancel the 154,535 El Oro Stock Units it currently holds.

Based on an independent valuation of Danby's principal asset, Walcot, at £3.1 million, the value of Danby has been agreed at £3.225 million. Accordingly, as consideration for the Disposal, 837,662 existing El Oro Stock Units owned by Robin Parish will be cancelled by way of reduction of capital pursuant to the Scheme. The number of RP Stock Units to be cancelled and reduced has been calculated by reference to the average closing mid-market price for the ten Business Days prior to the date of this announcement (385p).

The Disposal will be conditional, amongst other things, upon:

  • the approval of El Oro Stockholders at a El Oro EGM;
  • the approval of the Class Meeting Stockholders at the Class Meeting; and
  • the sanction of the Scheme by the Court.

Background to and reasons for the Independent Directors' recommendation of the Disposal

The major asset held in Danby is Walcot which is the family home of the Parish Family. A lease has existed since 1957 between the Company and the Hon. Mrs E C Parish, allowing her to live at Walcot as a tenant. Robin Parish and his wife and children have also lived at Walcot since 1999 and pay an annual rent, as has Mrs Kumaramangalam, the eldest daughter of the Hon. Mrs E C Parish, and her family for a considerable number of years.

FPDSavills Limited have valued Walcot, on the basis of its existing condition and the likely protected tenancy of the Hon. Mrs E.C. Parish, at £3.1 million. Other assets currently held in Danby that Matchtape will be acquiring are assorted fixtures and fittings, a loan to, and a 20% shareholding in, Spital Square Limited and small amounts of farming stock and other debtors.

For some time now, the board of El Oro, including Mr Parish himself, has recognised that it is not appropriate for the Company to own the Parish Family home. In addition from a management point of view, Danby is primarily a trading and agricultural concern which, for some time, has not sat easily within El Oro with its focus as a share and securities dealing company.

The Independent Directors consider that the Scheme and the Disposal are in the best interests of El Oro Stockholders for the following reasons:

  • a. Investor perception
  • As outlined above, Danby, Walcot and their associated activities are incompatible with the core El Oro business and divert management time. The board is also concerned that continued ownership of Danby and Walcot by El Oro is unsatisfactory and indeed unacceptable in the views of investors and potential investors in the Company.
  • b. Elimination of losses
  • Danby has sustained a trading loss in each of the last five years and is expected to continue to do so in the foreseeable future. The Disposal is expected to result in the elimination of such losses for El Oro going forward.
  • c. Enhanced El Oro Group net assets per El Oro Stock Unit
  • The cancellation of the Scheme Stock Units will lead to a reduction in the issued share capital and hence an immediate increase in El Oro Group net assets (taking investments at market value) per El Oro Stock Unit, a key performance measurement of El Oro. In the view of the board, any increase in El Oro Group net assets (taking investments at market value) per El Oro Stock Unit should directly flow through to the market price for each El Oro Stock Unit.
  • d. Reduced dividend cost
  • The cancellation of the Scheme Stock Units will lead to a reduction in the cash outlay required to pay dividends to stockholders. The dividend payout for the year ended 31 December 2003 was 11p. At that level the cancellation of the Scheme Stock Units will save the Company £109,142 per annum.

Other options

As an alternative to the Scheme, the Independent Directors have considered the possibility of marketing Walcot more widely and selling it to a third party. However, they have also taken account of the following factors:

  • Walcot is perceived to be a "trophy asset". However, the absence of vacant possession due to the existing likely protected tenancy enjoyed by the Hon. Mrs E C Parish, at a time of a weakening of the property market generally, may, in the view of the Independent Directors, be a significant deterrent to a buyer;
  • Walcot itself is in need of substantial modernisation and redecoration which would be for the account of a new purchaser. In particular there is extensive asbestos throughout the house which would be both hazardous and expensive to remove; and
  • It is likely that a third party buyer may prefer to acquire Walcot rather than Danby, which would leave El Oro to deal with the ongoing loss making accommodation and agricultural businesses.

The Independent Directors consider that the proposed Disposal of Danby pursuant to the Scheme at the present time is a long overdue resolution to an unsatisfactory situation and provides certainty on terms which are attractive to the Company and in the interests of El Oro Stockholders.

El Oro and its advisers are currently preparing a circular that will be sent to stockholders setting out in detail the reasons for the Disposal and details of the Scheme. The document will also contain the advice of the Independent Directors, who are being advised by BDO Stoy Hayward Corporate Finance, recommending El Oro Stockholders to vote in favour of the proposed Disposal. This document will be dispatched to El Oro Stockholders as soon as practicable.

Enquiries:

El Oro and Exploration Company plc - 020 7581 2782

Anthony Wild

David Hunting


BDO Stoy Hayward Corporate Finance - 020 7486 5888

Michael Cobb

Philip Brady

BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is regulated in the United Kingdom by the Financial Services Authority, is acting for El Oro as financial adviser in connection with the Disposal (but not on the terms of the Scheme) and no-one else and will not be responsible to anyone other than El Oro for providing the protections afforded to clients of BDO Stoy Hayward Corporate Finance nor for providing advice in relation to the Disposal.

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Act" the Companies Act 1985 (as amended)
"Australia" the Commonwealth of Australia, its states, territories and possessions
"Business Day" any day on which lending banks in the London inter-banking sterling markets are open for general non-automated business in the City of London
"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof
"Class Meeting" the meeting of the Class Meeting Stockholders to be convened by the Court in connection with the Scheme
"Class Meeting Stockholders" anticipated to comprise all El Oro Stockholders except Robin Parish, the Hon. Mrs E C Parish, Suzanne Kumaramangalam, Danby and Investigations and Management Limited
"Court" the High Court of Justice in England and Wales
"Danby" Danby Registrars Limited, registered in England and Wales with company number 00342210
"Danby Stock Units" 154,535 El Oro Stock Units currently held by Danby which are to be cancelled pursuant to the Reduction
"Disposal" means the disposal by El Oro of Danby by means of an indirect transfer of Danby to Matchtape pursuant to the terms of the Scheme
"El Oro" or the "Company" El Oro and Exploration Company p.l.c. registered in England and Wales with company number 80408
"El Oro Stock Units" stock units of 5p each in the capital of El Oro
"El Oro EGM" the extraordinary general meeting of El Oro Stockholders convened for the purposes of, inter alia, approving the Scheme
"El Oro Group" El Oro, its subsidiaries and subsidiary undertakings
"El Oro Stockholders" holders of El Oro Stock Units
"Independent Directors" D.R.L. Hunting, R.E. Wade and J.A. Wild
"Matchtape" Matchtape Limited, a company registered in England and Wales with company number 05243618 and the share capital of which is wholly owned by Robin Parish
"Parish Family" Mr Parish (the chairman and managing director of the Company) and his immediate family, Emma Woodbine Houston (his sister) and her immediate family, The Hon. Mrs. E C Parish (his mother), Caroline Zegos (his sister) and her immediate family and Suzanne Kumaramangalam (his sister) and her immediate family (and their respective nominees and/or related trusts)
"Reconstruction" the proposed Reconstruction of El Oro to be effected by way of the Scheme described in this document
"Reduction" the reduction of the share capital of El Oro by the cancellation of the Scheme Stock Units by way of a capital reduction under section 135 of the Act
"RP Stock Units" 837,662 of the El Oro Stock Units currently held by Robin Parish which are to be cancelled pursuant to the Reduction
"Scheme" the scheme of arrangement under Section 425 of the Act in order to effect the proposed Reconstruction of El Oro
"Scheme Stock Units" the RP Stock Units and the Danby Stock Units
"Sterling" or "£" pounds sterling and reference to "pence" and "p" shall be construed accordingly
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdictions
"Walcot Hall and
Estate" or "Walcot"
Walcot Hall and Estate, Lydbury North, Shropshire

Directors PDMR Shareholding  |  Announced - 22 October 2004

El Oro & Exploration Company p.l.c. ("El Oro") advises you that on 20th January 2005 following the disposal of one of its subsidiary companies, Danby Registrars Limited ("Danby"), to a related party pursuant to a scheme of arrangement, C. R. W. Parish, an executive director of El Oro has cancelled 837,662 El Oro Stock units at 385p per Stock unit and Danby has cancelled 154,535 El Oro Stock units. The Stock units in issue in El Oro after these cancellations is 10,848,701.

The current holding by directors and the Parish family are as follows:

  Stock units purchased Stock units held after purchase Stock units in issue after purchase
El Oro and Exploration Company p.l.c.      
Stock units cancelled   n/a 11,840,898
C.R.W. Parish      
In his own name 10,000    
In his Pension Fund 38,700    
In his PEP 1,000    
In the name of Mrs E.C. Parish Educational Trust for A.J.W. Parish 500    
In the name of Mrs E.C. Parish Educational Trust for A.G.W. Parish 1,500    
In the name of Mrs E.C. Parish Educational Trust for N.E.W. Parish 250    
In the name of Mrs E.C. Parish Educational Trust for E.C.W. Parish 8,000    
In the name of C.R.W. & L.J. Parish Trust A/C A.J.W. Parish 3,000    
In the name of C.R.W. & L.J. Parish Trust A/C A.J.W. Parish 900    
In the name of C.R.W. & L.J. Parish Trust A/C A.J.W. Parish 50    
In the name of C.R.W. & L.J. Parish Trust A/C A.J.W. Parish 1,000    
In the name of L.J. Parish 1,000    
In the name of L.J. Parish - in her PEP 300    
In the name of L.J. Parish - in her ISA 300 1,682,481

 
The Hon Mrs E.C. Parish      
In her own name 15,000    
In her PEP 800    
In her ISA 50 362,851  
E.W. Houston      
In her own name 10,300    
In her PEP 1000    
In her ISA 50 1,110,383  
E.W. Houston      
In the name of Mrs E.C. Parish Settlement for Houston children 7,750 519,033  
S.W. Kumaramangalam      
In her own name 10,000    
In her PEP 1,000    
In her ISA 200 1,059,332  
S.W. Kumaramangalam      
In the name of Mrs E.C. Parish Settlement for Zoe 15,000 533,547  
C.W. Zegos      
In the name of Mrs E.C. Parish Settlement for Zegos children 10,000 476,547  
R.L. Wade      
In his own name 10,000 55,712  


C.R.W. Parish - Chairman and Managing Director

Disposal of Danby Registrars Limited  |  Announced - 5 November 2004

Not for release, publication or distribution in whole or in part in, into, or from the United States, Canada, Australia or Japan

For immediate release 5 November 2004

EL ORO AND EXPLORATION COMPANY P.L.C.

PROPOSED DISPOSAL OF DANBY TO A RELATED PARTY PURSUANT TO A SCHEME OF ARRANGEMENT

DESPATCH OF CIRCULAR TO STOCKHOLDERS

It was announced on 15 October 2004 that the Independent Directors of El Oro had reached agreement in principle on the terms of the disposal of Danby to Perceval Limited (formerly Matchtape Limited), a newly incorporated company wholly owned by the Chairman, Robin Parish. The value of Danby has been agreed at £3.225 million.

As described in the earlier announcement, the Disposal is to be implemented via a scheme of arrangement under section 425 of the Act pursuant to which, in return for the share capital in Danby being indirectly acquired by Perceval, Robin Parish will cancel 837,662 existing El Oro Stock Units at the agreed price per share of 385p and Danby will cancel the 154,535 El Oro Stock Units it currently holds.

The formal sale and purchase agreement between El Oro and Brickleaf Limited a wholly owned subsidiary of El Oro) (the "SPA") has now been entered into. It is intended that the SPA will be assigned to Perceval pursuant to the Scheme. The circular to El Oro Stockholders setting out in detail the reasons for the Disposal, the details of the Scheme and the advice of the Independent Directors, who are being advised by BDO Stoy Hayward Corporate Finance, recommending El Oro Stockholders to vote in favour of the proposed Disposal, will be despatched later today. The circular also contains details of the EGM and Court Meeting which have been convened for 29 November 2004.

Definitions used in the announcement of 15 October 2004 apply in this announcement.

Enquiries:

El Oro and Exploration Company p.l.c. - 020 7581 2782

Anthony Wild

David Hunting


BDO Stoy Hayward Corporate Finance - 020 7486 5888

Michael Cobb

Philip Brady


BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is regulated in the United Kingdom by the Financial Services Authority, is acting for El Oro as financial adviser in connection with the Disposal (but not on the terms of the Scheme) and no-one else and will not be responsible to anyone other than El Oro for providing the protections afforded to clients of BDO Stoy Hayward Corporate Finance nor for providing advice in relation to the Disposal.

Disposal of Danby Registrars Limited  |  Announced - 29 November 2004

PROPOSED DISPOSAL OF DANBY TO A RELATED PARTY PURSUANT TO A SCHEME OF ARRANGEMENT ("SCHEME")

El Oro and Exploration Company p.l.c. ("El Oro") is pleased to announce the results of the Stockholders Meetings held this morning.

The resolution considered at the Court Meeting of the Court Meeting Stockholders held on 29 November 2004, was duly passed on a poll. 96.7% of those Court Meeting Stockholders present in person or by proxy and voting voted in favour of the resolution, representing 98.9% by value of the Stock Units held by those Court Meeting Stockholders present and voting.

The four resolutions considered at the Extraordinary General Meeting held on 29 November 2004, were duly passed on polls.

The Court Hearing of El Oro's petition to sanction the Scheme and the Capital Reduction is expected to take place in mid January 2004.

Site by jantsDesign