El Oro Ltd

Announcements 2009

Announcement of Intended Restructuring  |  Announced - 22 January 2009

The Directors of El Oro are pleased to announce proposals relating to a change in the corporate structure, strategy and organisation of the El Oro Group. These include creating a new Guernsey incorporated holding company in respect of which application will be made for its shares to be listed on the Official List of the Channel Islands Stock Exchange.

The Proposals will be effected by putting in place New El Oro as the new holding company for the El Oro Group by way of a scheme of arrangement under section 899 of the Companies Act, which requires the approval of the Scheme Stockholders and the sanction of the Court.

The Board believes El Oro's options in its current form are limited if it continues to be based only in the UK with its Stock Units admitted to trading on AIM. In essence, the Directors believe that El Oro's commercial objective is to be a collective investment vehicle. However, it is unable to enjoy the benefits normally associated with these vehicles while based solely in the UK.

In order to be competitive with other collective investment funds, the Board believes it is necessary to restructure the El Oro Group so as to allow New El Oro to be subject to a tax regime which makes it more comparable to vehicles such as unit trusts and investment trusts.

The move to the CISX will also make the New El Oro Shares eligible to be held in ISAs, which will be attractive to investors. The Directors believe that the CISX is well-regarded as a listing authority for investment funds and imposes administrative obligations which are appropriate for a company such as New El Oro.

In line with similar collective investment vehicles, following implementation of the Proposals, New El Oro intends putting in place the necessary arrangements to enable it to announce consolidated net asset value figures on a quarterly basis. This is expected to occur with effect from July 2009.

It is intended that the portfolio currently held by El Oro will be segmented into two discrete portfolios which will be managed along distinctly different lines and investment styles. It is currently proposed that:

  • i) the portfolio continuing to be vested in El Oro (and so in the UK) will be predominantly an income portfolio, focussing on stocks in relatively mature sectors (e.g. some, but not all, brewing, utility and mining stocks) which are typically characterised by high yields; and

  • ii) the remainder of the portfolio will comprise the stocks selected in pursuit of a blended value / growth investment style which seeks to identify companies which have good growth prospects which have not yet been fully recognised and priced into the market. These stocks will, insofar as possible, be transferred by way of dividend in specie to New El Oro.

The Directors, who have been advised by Auden Capital, consider that the Proposals are in the best interests of El Oro and Stockholders as a whole. Accordingly, the Directors will recommend unanimously that Stockholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting, as they intend to do (or procure) in respect of their beneficial and non-beneficial interests, amounting, in aggregate, to 4,566,856 Stock Units, representing approximately 42.6 per cent. of El Oro's entire issued share capital.

The Proposals will be put to Stockholders at a Court Meeting which is expected to be convened on 26 February 2009. The Scheme also requires the sanction of the Court and the passing of the Special Resolution to be proposed at the General Meeting which is also expected to be convened on 26 February 2009.

Prior to the Scheme becoming effective, application will be made to the CISX for the New El Oro Shares to be admitted to the Official List and to trading on the CISX's market for listed securities. It is expected that the New El Oro Shares will be listed on the CISX, and that dealings in them will commence, at 8.00 a.m. on 19 March 2009.

It is expected that the Scheme Circular setting out full details of the Proposals will be posted to Stockholders on or around 2 February 2009.

Posting of Scheme Circular  |  Announced - 2 February 2009

The Company announces that, further to the announcement made on 22 January 2009, the Scheme Circular was posted to stockholders on 2 February 2009. The Scheme Circular will also be available on the Company's website (www.eloro.co.uk).

For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Steven McKeane: Company Secretary
El Oro and Exploration Company p.l.c.
Tel: 020 7581 2782

Mark Katzenellenbogen
Auden Capital LLP (financial adviser to El Oro)
Tel: 020 3008 8832

Philip Secrett
Grant Thornton UK LLP (Nominated Adviser)
Tel: 020 7383 5100

Scheme Circular  |  Announced - 2 February 2009

Extracts from the scheme circular are set out below.

Click here to download the document

Results of General and Scheme Meeting  |  Announced - 26 February 2009

El Oro and Exploration Company p.l.c is pleased to announce that at today's meeting of Scheme Stockholders convened by the Court, the required majority of Scheme Stockholders approved the Scheme without modification. At the subsequent General Meeting, also held today, Stockholders passed the resolution which was proposed, as set out in the notice dated 2 February 2009.

The Scheme is subject to final sanction by the Court and is expected to become effective on 18 March 2009.

An indicative timetable for the remaining steps to implement the Scheme is set out below.

Timetable

Scheme Record Time - 6.00 p.m. on 16 March 2009
Last day of dealings in, and for registration of transfers of, Stock Units, and disablement in CREST of Stock Units - 16 March 2009
Suspension from trading of Stock Units on AIM - 7.00 a.m. on 17 March 2009
Court Hearing (to sanction the Scheme and confirm the Reduction of Capital) - 17 March 2009
Effective Date of the Scheme - 18 March 2009
Cancellation of admission to trading of Stock Units on AIM - 7.00 a.m. on 19 March 2009
Admission and first dealing date of New El Oro Shares - 19 March 2009
CREST accounts credited - 19 March 2009
Latest date for despatch of share certificates in respect of New El Oro Shares - 1 April 2009

Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).

For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Steven McKeane: Company Secretary
El Oro and Exploration Company p.l.c.
Tel: 020 7581 2782

Mark Katzenellenbogen
Auden Capital LLP (financial adviser to the Company)
Tel: 020 3008 8832

Philip Secrett
Grant Thornton UK LLP (Nominated Adviser)
Tel: 020 7383 5100

Suspension from Trading on AIM  |  Announced - 16 March 2009

El Oro and Exploration Company p.l.c announces that, as set out in the notice dated 2 February 2009, today will be the final day of dealings in the Company's Stock Units on AIM. The Company's Stock Units will be suspended on AIM at 7am on 17 March 2009, prior to the Court hearing to sanction the Scheme.

The Scheme is subject to final sanction by the Court and is expected to become effective on 18 March 2009.

The timetable for the remaining steps to implement the Scheme is set out below.

Timetable

Suspension from trading of Stock Units on AIM - 7.00 a.m. on 17 March 2009
Court Hearing (to sanction the Scheme and confirm the Reduction of Capital) - 17 March 2009
Effective Date of the Scheme - 18 March 2009
Cancellation of admission to trading of Stock Units on AIM - 7.00 a.m. on 19 March 2009
Admission and first dealing date of New El Oro Shares on CISX - 19 March 2009
CREST accounts credited - 19 March 2009
Latest date for despatch of share certificates in respect of New El Oro Shares - 1 April 2009

Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).

For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Steven McKeane: Company Secretary
El Oro and Exploration Company p.l.c.
Tel: 020 7581 2782

Mark Katzenellenbogen
Auden Capital LLP (financial adviser to the Company)
Tel: 020 3008 8832

Philip Secrett
Grant Thornton UK LLP (Nominated Adviser)
Tel: 020 7383 5100

Court Sanctions Scheme of Arrangement  |  Announced - 17 March 2009

El Oro and Exploration Company p.l.c is pleased to announce that at today's Court Hearing, the Court sanctioned the Scheme and confirmed the Reduction of Capital of the Company.

The Scheme will become effective on the delivery by the Company to the Registrar of Companies of a copy of the Court Order and, in relation to the Reduction of Capital, the registration of such Court Order and the related Minute by the Registrar of Companies. This is expected to take place on 18 March 2009.

The timetable for the remaining steps to implement the Scheme is set out below.

Timetable

Effective Date of the Scheme - 18 March 2009
Cancellation of admission to trading of Stock Units on AIM - 7.00 a.m. on 19 March 2009
Admission and first dealing date of New El Oro Shares on CISX - 19 March 2009
CREST accounts credited - 19 March 2009
Latest date for despatch of share certificates in respect of New El Oro Shares - 1 April 2009

Any term used but not defined in this announcement is as defined in the scheme document sent to the Company’s stockholders on 2 February 2009. All dates and times are London times. Any changes to the above timetable will be announced and made available on the Company's website (www.eloro.co.uk).

For enquiries please contact:
C. Robin Woodbine Parish: Chairman
Steven McKeane: Company Secretary
El Oro and Exploration Company p.l.c.
Tel: 020 7581 2782

Mark Katzenellenbogen
Auden Capital LLP (financial adviser to the Company)
Tel: 020 3008 8832

Philip Secrett
Grant Thornton UK LLP (Nominated Adviser)
Tel: 020 7383 5100

NAV announcement - 18 March 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, ST Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
18 March 2009
Valuation date 18 March 2009
Currency GBP
NAV 3550 pence

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Admission to the CISX Official List  |  Announced - 19 March 2009

The following securities have been admitted to the Official List of the Channel Islands Stock Exchange with effect from the time and date of this notice.

The listing of the following securities takes effect from 19 March 2009 at 08:00.

El Oro Ltd
10,766,501 ordinary no par value shares
ISIN - GG00B3L9RC72

Director PDMR Shareholding  |  Announced - 22 May 2009

El Oro Ltd., ("the Company") has been informed of the purchase of 2,000 stock units by CRW Parish, an executive director of the Company of purchases made by members of his family in the Company in two lots of 1,500 and 500 shares at 375 pence and 400 pence respectively. The details of these purchases in the Company are shown in the following table.

CRW Parish on behalf of: Shares purchased
Mrs LJ Parish - ISA Account 1,500
Mrs LJ Parish - ISA Account 500
  2,000

Following these dealings:
Mr CRW Parish has a beneficial holding in the Company following the notification of this appropriation of 913,614 stock units representing 8.48% of the Company together with a non-beneficial holding of 1,599,493 stock units, representing 14.84% of the Company. This represents an interest of 23.32% in the total voting rights of the Company.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Interim Dividend to 30 June 2009 - Amended date  |  Announced - 26 November 2009

The Company’s registrar, Capita Registrars advised that there has been an inadvertent delay in the implementation of BACS payment facilities for the dividend. The time-table for the dividend announcement made on 19 November 2009 has therefore been revised as follows:

On 19 November 2009, the Directors of El Oro Ltd declared a first and only interim dividend of 14.0 pence per stock unit for the year-ended 30 June 2009.

This cash dividend is payable on 23 December 2009 to shareholders on the Register, at close of business on 4 December 2009.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Director PDMR Shareholding  |  Announced - 2 July 2009

El Oro Ltd., ("the Company") has been informed of the purchase of 1,880 stock units by CRW Parish, an executive director of the Company of purchases made by members of his family in the Company in one lot of 1,880 shares at 375 pence.

Following these dealings:
Mr CRW Parish has a beneficial holding in the Company following the notification of this appropriation of 915,494 stock units representing 8.50% of the Company together with a non-beneficial holding of 1,599,493 stock units, representing 14.84% of the Company. This represents an interest of 23.34% in the total voting rights of the Company.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

NAV announcement - 30 June 2009  |  Announced - 31 July 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, ST Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
31 July 2009
Valuation date 30 June 2009
Currency GBP
NAV 557.3 pence

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Director PDMR Shareholding  |  Announced - 11 August 2009

The Company has been informed of the following transactions in its ordinary shares by Directors of the Company and a subsidiary company (El Oro and Exploration Company Limited) on 29 June 2009 as follows:

The Hon. Mrs EC Parish, a non-executive Director of the subsidiary company, transferred 321,462 ordinary shares in the Company at £3.50 per stock unit. This transfer comprises 321,462 ordinary shares which were transferred on behalf of accounts of her grandchildren who are adults (85,436 ordinary shares) and minors (236,026 ordinary shares) and that Mr CRW Parish and Mrs EW Houston are trustees.

Mrs EW Houston, a non-executive Director of the Company, received 107,154 ordinary shares in the Company at £3.50 per share. This transfer comprised 107,154 ordinary shares received on behalf of an account of her children, three of whom are minors and that Mrs. EW Houston and Mr CRW Parish is a trustee of which.

Mr CRW Parish, an executive director of the Company, received 134,872 ordinary shares in the Company at £3.50 per share. This transfer comprised 134,872 ordinary shares received on behalf of an account of his children, all of whom are minors and that Mr CRW Parish is a trustee of which.

Mr CRW Parish, an executive director of the Company, received a further 79,436 ordinary shares in the Company at £3.50 per share. This transfer comprised 79,436 ordinary shares received on behalf of an account of his sister’s children, two of whom are adults (12,000 ordinary shares) and two of whom are minors (67,436 ordinary shares) and that Mr CRW Parish is a trustee of which.

The holdings for The Hon. Mrs. EC Parish, Mrs EW Houston and Mr CRW Parish have been adjusted to reflect the reallocation of underlying trust accounts. The result of this is that 321,462 ordinary shares in the Company have been reallocated from The Hon. Mrs EC Parish's beneficial holding to Mrs EW Houston and Mr CRW Parish's beneficial and non-beneficial holdings in the Company.

Following these transactions:
The Hon. Mrs EC Parish has a beneficial holding in the Company, following the notification of this sale, of 10,001 ordinary shares representing 0.09% of the Company. This represents an interest of 0.09% in the total voting rights of the Company.

Mrs EW Houston has a beneficial holding in the Company, following the notification of these transactions, of 1,091,023 representing 10.12% of the Company together with a non-beneficial holding of 671,457 ordinary shares representing 6.23% of the Company. This represents an interest of 16.35% in the total voting rights of the Company.

Mr CRW Parish has a beneficial holding in the Company, following the notification of these transactions, of 1,058,216 ordinary shares representing 9.80% of the Company together with a non-beneficial holding of 1,786,083 ordinary shares representing 16.57% of the Company. This represents an interest of 26.37% in the total voting rights of the Company.

For further information, please contact:
C Robin Woodbine Parish
Chairman
El Oro Ltd
Tel: 020 7581 2782

S McKeane
El Oro Ltd
Tel: 020 7581 2782

Interim Dividend to 30 June 2009  |  Announced - 20 November 2009

On 19 November 2009, the Directors of El Oro Ltd declared a first and only interim dividend of 14.0 pence per stock unit for the year-ended 30 June 2009.

This cash dividend is payable on 30 November 2009 to shareholders on the Register, at close of business on 27 November 2009.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

NAV announcement - 30 September 2009  |  Announced - 8 December 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, ST Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
Valuation date 30 September 2009
Currency GBP
NAV 600.5 pence

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Final Results - 30 June 2009  |  Announced - 21 December 2009

El Oro Ltd announces its final results for the year ended 30 June 2009.

Extracts from the final results are set out below.

For further information, please contact:
C Robin Woodbine Parish: Chairman
Steven McKeane
El Oro Ltd
Tel: 020 7581 2782

Click here to download the document

NAV announcement - 31 October 2009  |  Announced - 22 December 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, St Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
Valuation date 31 October 2009
Currency GBP
NAV 608.2 pence

Update:
The initial NAV released for 30 June 2009 was shown based upon the information available to the Company at that point in time. It has subsequently come to light that the Company’s initial tax advice on the creation of a provision for tax on unrealised losses was incorrect; the correction in the annual accounts resulted in an NAV as at 30 June 2009 of 480.8 pence.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

NAV update - 30 June 2009  |  Announced - 22 December 2009

The Board of Directors would like to advise that the initial NAV released for 30 June 2009 was shown based upon the information available to the Company at that point in time. It has subsequently come to light that the Company’s initial tax advice on the creation of a provision for tax on unrealised losses was incorrect; the correction in the annual accounts resulted in an NAV as at 30 June 2009 of 480.8 pence.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

NAV announcement - 30 November 2009  |  Announced - 23 December 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, St Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
Valuation date 30 November 2009
Currency GBP
NAV 632.3 pence

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

NAV announcement - 31 December 2009

El Oro Ltd. ("the Company") Registration No: 49778 of 22 Smith Street, St Peter Port,
Guernsey, GY1 2JQ Channel Islands.

Immediate Announcement:
Net Asset Value
Valuation date 31 December 2009
Currency GBP
NAV 646.5 pence

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Annual Report at 30 June 2009  |  Announced - 31 December 2009

The Directors are pleased to announce the audited Financial Statements for the year ended 30 June 2009 for the Company.

The audited Financial Statements for the Company are attached to this announcement.

For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd.
Tel: 020 7581 2782

Click here to download the document
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