Norseman Gold PLC Company Update (5368T)
14 12월 2012 - 4:02PM
UK Regulatory
TIDMNGL
RNS Number : 5368T
Norseman Gold PLC
14 December 2012
ASX: NGX
AIM: NGL
14 December 2012
Norseman Gold plc
Company Update - December 2012
The Directors of Norseman Gold plc ("Norseman" or "Company")
wish to provide a further update to shareholders following the
announcement of 3 October 2012 relating to the appointment of an
Administrator to Norseman's principal operating subsidiary Central
Norseman Gold Corporation Limited (Administrator Appointed)
("CNGC").
Administration of CNGC
The voluntary administrator of CNGC, Ron Dean-Willcocks of
Dean-Willcocks Shepard, has released to creditors an interim report
dated 10 December 2012.
The preliminary report does not include any proposed Deed of
Company Arrangement ("DOCA") or any recommendations by the
Administrator as to the future of CNGC.
The report to creditors which is required pursuant to section
439A of the Act ("439A Report") will now be issued no later than 26
February 2013.
The Administrator has stated that, in the event of liquidation,
absent recoveries from matters arising from the
administrator's/liquidator's investigations, there will be
insufficient moneys to pay any dividend to employee priority
creditors and unsecured creditors and likely a shortfall to secured
creditors.
The voluntary administrator was appointed on 3 October 2012
pursuant to a resolution of the board of directors of the Company
on that date. By orders granted in the Federal Court, the convening
period was extended to 10 December 2012 with the meeting of
creditors pursuant to section 439A of the Act to be held no later
than 17 December 2012.
The Administrator, with the support of the Committee of
Creditors, approached the Federal Court for orders to further
extend the convening period until 28 February 2013. Those orders
were granted on the 4 December 2012. Consequently now the meeting
of creditors to be held pursuant to section 439A of the Act is to
be held no later than 7 March 2013.
Summary of process and status
The purpose of the appointment of an administrator is to allow
for an independent insolvency practitioner to take control of and
investigate the affairs of an insolvent company. During the period
of administration creditors' claims are put on hold. At the end of
that period the administrator is required to provide creditors with
information and recommendations to assist creditors to decide upon
the company's future.
In addition to reviewing CNGC's business operations and
financial position, the investigation by the voluntary
administrator considers whether all assets of CNGC have been
accounted for, examines the relationship between CNGC and related
persons and entities and considers whether CNGC officers have
committed any offences in relation to the management of the
company. The purpose of the investigation is also to determine
whether there are any transactions where money, property or other
benefits could be recoverable by a liquidator (in the event a
liquidator is appointed).
Since the appointment, the Administrator has undertaken the
following investigations to prepare his report:
-- Conducted a review of CNGC assets available including land
and buildings, plant and equipment, mine infrastructure and mining
and exploration tenements. The Administrator has obtained the
following independent valuations:
(i) O'Mara's Valuers and Auctioneers - Plant and equipment,
motor vehicles, infrastructure assets.
(ii) SRK Consulting (Australia) Pty Ltd ("SRK") has prepared an
independent asset valuation of the mineral resources and ore
reserves held by CNGC ("Resources Valuation").
(iii) Mera Corporate Finance Pty Ltd has prepared an independent
valuation of goodwill and intangible assets and reviewed the
Resources Valuation prepared by SRK against probable market value
under a sale transaction, based on publicly available information
on market transactions and discounted cash flows.
(iv) Opteon have provided an independent valuation of CNGC's land and buildings.
-- Conducted a review of CNGC books and records
-- Analysed historical CNGC financial accounts
-- Reviewed security documents
-- Reviewed transactions between CNGC and related entities
-- To the extent possible conducted a review of likely creditors
-- Considered breaches of director's and officer's duties
-- Considered potentially voidable transactions including unfair preferences
-- Considered a possible date of insolvency and considered potential insolvent trading claim
-- Considered the possibility of offences committed by directors and officers
-- Obtained two Critical OHS Audit reports from Rightway
Training & Safety and implemented the majority of the
recommendations contained therein.
The Administrator has continued to trade the operations of CNGC
and has been provided with an indemnity from Tulla Resources Group
Pty Limited ("Tulla") and Farrer Place Holdings Pty Limited
("Farrer") (a company associated with Tulla). Cash losses have been
significant in the administration to date. Pursuant to current
budgets prepared by CNGC those losses are likely to continue for
some time, however are projected to significantly reduce.
Tulla and/or directors of CNGC confirm that they are likely to
propose a DOCA, however, they wish to consider actual results of
CNGC for December to February. Significant retrenchments have now
been effected and it is likely CNGC will proceed for the
foreseeable future on the basis that it will mill tailings only and
maintain relevant tenements plus care for and maintain the mine
site generally. In addition, Tulla and the Directors of CNGC and
Norseman Gold plc are continuing their discussions with several
interested parties in relation to recapitalisation of the ultimate
holding company, Norseman Gold plc and/or possible farm in or joint
venture arrangements in CNGC.
Norseman will continue to provide updates to shareholders when
further information is available and a summary of the status when
the Administrator provides the report as required under Section
439A of the Corporations Act.
* * ENDS * *
For further information visit www.norsemangoldplc.com, email
investors@ngold.com.au or contact:
David Steinepreis Norseman Gold Plc. Tel: +44 (0) 7913402727
William Vandyk Northland Capital Partners Ltd Tel: 020 7796
8800
Guy Wilkes Ocean Equities Ltd Tel: 020 7786 4370
Susie Geliher / Hugo de Salis St Brides Media & Finance Ltd
Tel: 020 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
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