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European Metals Holdings Limited will re-domicile from the British Virgin Islands to Australia, effective 10 May 2024. This action necessitates the re-admission of 207,444,705 ordinary shares to AIM, with an anticipated market capitalisation of £45.1 million. No capital is being raised on re-admission.
| Date | 7 May 2024 |
| Time | 10:00:01 |
| Category | Corporate updates |
| ID | 4105N |
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ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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COMPANY NAME: |
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European Metals Holdings Limited ("European Metals" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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Current:
c/o Rawlinson & Hunter Limited, Woodbourne Hall, Romasco Place, PO Box 3162, Road Town, VG1110, VG British Virgin Islands
Proposed:
Ground Floor, 41 Colin Street West Perth, Western Australia, 6005
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COUNTRY OF INCORPORATION: |
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Current: British Virgin Islands
Proposed: Australia
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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European Metals is a mineral exploration and development company advancing the Cinovec vertically integrated battery metals project in Czech Republic.
Geomet s.r.o. controls the mineral exploration licenses awarded by the Czech State over the Cinovec Lithium Project. Geomet has been granted a preliminary mining permit by the Ministry of Environment and the Ministry of Industry. The company is owned 49% by European Metals and 51% by CEZ a.s. through its wholly owned subsidiary, Severočeské doly a.s.
The Cinovec Lithium Project hosts a hard rock lithium deposit with a total Measured Mineral Resource of 53.3Mt at 0.48% Li2O, Indicated Mineral Resource of 360.2Mt at 0.44% Li2O and an Inferred Mineral Resource of 294.7Mt at 0.39% Li2O containing a combined 7.39 million tonnes Lithium Carbonate Equivalent, as announced by European Metals on 13 October 2021
European Metals is seeking re-admission to AIM in accordance with AIM Rule 27 following a re-domiciliation from the British Virgin Islands to Australia, to be completed on the date of re-admission. A re-domiciliation of this type does not change the corporate structure of European Metals but simply changes the jurisdiction in which the company is registered and incorporated (maintaining its original legal identity).
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): |
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207,444,705 ordinary shares of no par value ("Ordinary Shares") held via Chess Depository Interests ("CDIs") and Depository Interests ("DIs")
There are no restrictions on the transfer of securities to be admitted.
There are no shares held in treasury.
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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No capital to be raised on re-admission.
Anticipated market capitalisation on re-admission: £45.1 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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8.90%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: |
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The Company is listed on the Australian Securities Exchange (ASX:EMH), on AIM, a market operated by the London Stock Exchange (AIM: EMH) and the OTCQX Best Market Program (OTCQX: EMHXY, ERPNF and EMHLF).
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THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) |
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No
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
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Keith Dudley Coughlan - Executive Chairman Richard Pavlik - Executive Director Kiran Caldas Morzaria - Non-Executive Director Lincoln Palmer Bloomfield, Jr. - Non-Executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
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Significant shareholders before and after re-admission:
*Group total consisted of:
**A portion of Cadence Minerals plc holdings is held under BNP Paribas Nominees and included in BNP Paribas Nominees total.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
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i) 30 June ii) Not applicable - existing issuer re-admitting to AIM iii) Annual report to 30 June 2024 - published by 31 December 2024 Half year report to 31 December 2024 - published by 31 March 2025 Annual report to 30 June 2025 - published by 31 December 2025
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EXPECTED ADMISSION DATE: |
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Re-admission expected on 10 May 2024
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NAME AND ADDRESS OF NOMINATED ADVISER: |
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WH Ireland Limited 24 Martin Lane London EC4R 0DR
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NAME AND ADDRESS OF BROKER: |
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WH Ireland Limited 24 Martin Lane London EC4R 0DR
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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Not applicable. |
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
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The Corporate Governance Principles and Recommendations as published by the ASX Corporate Governance Council |
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DATE OF NOTIFICATION: |
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7 May 2024
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NEW/ UPDATE: |
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UPDATE
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: |
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AIM and ASX
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: |
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10 December 2015
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CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH: |
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Confirmed
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AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: |
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY: |
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European Metals intends to create a sustainable European lithium supply chain with a low carbon footprint that is strategically positioned in Europe to supply the world's elective vehicle market with high margin lithium battery chemicals.
The Company intends to utilise local suppliers and employees to create long-term sustainable development and work to minimise the carbon footprint of the Cinovec Battery Metals Project.
European Metals intends to work with end users of battery metals to shorten their supply chain, assure consumers of ESG best practices at every stage, and thereby reduce reliance on overseas battery metals, to enable growth in the green energy market within the European Union.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: |
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There has been no significant change in the financial or trading position of the Company since 30 June 2023, being the end of the last financial period for which audited statements have been published, except for the interim results for the six months ended 31 December 2023 (released on 15 March 2024) and certain other developments that have been announced by the Company that are summarised below:
· The interim results for the six months ended 31 December 2023 can be found here: www.europeanmet.com/company-reports/
During the period from 1 July 2023 to 6 May 2024, the Company made the following material announcements:
· On 21 July 2023, European Metals announced that the European Bank for Reconstruction and Development agreed to invest €6 million to support the Company's development of the Cinovec Project in the Czech Republic.
· On 31 July 2023, the Company released quarterly activities report for the quarter ending June 2023.
· On 29 September 2023, the Company released annual accounts for the year ended 30 June 2023.
· On 29 September 2023, the Company released its Annual Governance Statement.
· On 31 October 2023, the Company released its quarterly activities report for the quarter ending September 2023.
· On 09 November 2023, the Company announced the Successful Battery-Grade pilot programme for Cinovec Lithium Project, confirming the robustness of the Cinovec Lithium Chemical Plant process flowsheet and providing a strong foundation for the execution of the Cinovec Project.
· On 22 December 2023, the Company announced that Cinovec's Definitive Feasibility Study is to be completed in Q1 2024.
· On 29 January 2024, the Company announced an extension to all four Cinovec Exploration Licences.
· On 31 January 2024, the Company announced its quarterly activities report for the quarter ending 31 December 2023.
· On 15 March 2024, the Company announced its interim financial report for the half-year ended 31 December 2023.
· On 27 March 2024, the Company provided an updated on the Cinovec Lithium Project in the Czech Republic.
· On 11 April 2024, the Company announced the successful production of lithium hydroxide monohydrate from pregnant leach solution manufactured during the recent larger-scale Cinovec pilot programme.
· On 18 April 2024, the Company announced the proposed appointment of Merrill Gray as a Non-Executive Director to the Board, effective 18 April 2024.
· On 25 April 2024, the Company announced the selection of a new site for the Cinovec Lithium Processing Plant which is anticipated to provide improved permitting and project economics.
· On 30 April 2024, the Company announced an update on its activities during the three-month period ending 31 March 2024.
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: |
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The Directors have no reason to believe that the working capital available to the Company will be insufficient for at least 12 months from the date of Admission.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: |
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N/A
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: |
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To be traded on AIM, securities must be able to be transferred and settled through the CREST system, including CDIs and DIs, to be held in electronic rather than in paper form.
The Australian equivalent of this system is called CHESS. Ordinary Shares held through CHESS on the Australian registry may be transferred into DIs held through CREST on the UK depositary registry and vice versa.
Notwithstanding the proposed re-domiciliation, the Ordinary Shares will remain listed and traded on the ASX, with trades settled electronically on the Australian registry through CHESS.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: |
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
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Please refer to the Notice of Annual General Meeting, posted to shareholders on 06 December 2023 and available on the Company's website (www.europeanmet.com), for the following details:
· Background to migration of the Company to Australia (the "Migration") · Process of Migration · Advantages of the Migration · Disadvantages of the Migration · The New Constitution · Proportional Takeover Provisions
Information on admission and CREST settlement, the new constitution and some additional information are detailed below.
1. Admission and CREST settlement
Upon completion of the Migration, to reflect that the Ordinary Shares will have become shares in a Australian company rather than a British Virgin Island company:
(a) the ISIN of the DIs in Ordinary Shares will change to AU000000EMH5; and
(b) the SEDOL of the DIs in Ordinary Shares will change to BSC9SJ5.
Application will be made to the London Stock Exchange for 207,444,705 Ordinary Shares to be re-admitted to trading on AIM. It is expected that the re-admission will become effective and that dealings in the Ordinary Shares will re-commence on 10 May 2024.
The last day of dealings in the Ordinary Shares before completion of the Migration is expected to be on 9 May 2024. The last day for registration of transfers of the Ordinary Shares and DIs before completion of the Migration is expected to be on 9 May 2024.
These dates may be deferred if there is any delay to the re-admission to AIM.
On the effective date of the Migration, all existing share certificates representing Ordinary Shares will not be cancelled and will continue to represent Ordinary Shares following the Migration; however, upon a transfer of Ordinary Shares represented by an existing share certificate, a new share certificate in the form adopted by the Company following the Migration will be issued to the transferee.
As a result of the Migration, the DIs over British Virgin Island shares that are currently traded on AIM in London will be DIs over Australian shares, which have a new ISIN and SEDOL. Under the AIM Rules, this requires a re-admission of the Company's shares to trading on AIM, albeit as a "quoted applicant," as defined in Rule 2 of the AIM Rules and, accordingly, the re-admission will not require a full admission document, but rather a Schedule 1 to be submitted to AIM, no less than 20 business days prior to the date of re-admission. The Schedule 1 will be made available on the Company's website. It is not expected that this process will create any further interruption to the normal trading facilities of AIM afforded to Shareholders.
For shareholders who hold their existing Ordinary Shares in electronic form in a CREST account by way of the DIs established by the Company as at close of business on 9 May 2024, they will be replaced by new DIs in the Ordinary Shares (reflecting that European Metals will have become an Australian company) which will be credited to their CREST accounts on 10 May 2024.
However, if a DI holder has a preference under the Migration to receive shares on the Company's Australian share register rather than receive the new Australian DIs, then the following process should be applied:
· A DI holder should submit a CREST withdrawal instruction to convert on a 1:1 basis their BVI DI holding into a holding of CDIs on the Australian register, maintained by the Company's Australian registrar Computershare Investor Services Pty Limited. CDIs can be held on the Australian register through CHESS or in Issuer sponsored form; · the BVI DIs shall then be withdrawn from CREST in the name of holder being registered with the CDIs, and if the CDIs are being delivered to a custody arrangement the Australian custodian shall be advised to accept their delivery; and · when the Migration is effected on the Australian CDI register, all CDIs will be automatically converted to shares.
Alternatively, once the new Australian DIs are issued, a DI holder of the new Australian DIs, if they wish, can request to withdraw the new Australian DIs and convert them on a 1:1 basis into shares on the Australian share register.
The Company will apply for the DIs to be re-admitted to CREST with effect from the re-admission.
2. New Constitution
European Metals will adopt a memorandum of association and new articles of association, referred to as a constitution in Australia (the "New Articles" or "New Constitution") (together the "M&A") upon completion of the Migration, in replacement of the existing articles of incorporation and by-laws (the "Existing Articles").
The New Articles seek to keep the constitution upon Migration generally similar to the constitution pre-Migration and generally only to incorporate those changes required or expected by Australian law, AIM market practice or where European Metals wants to introduce enhanced shareholder rights and protections. The key differences in the New Articles as compared to the Existing Articles are as follows:
(a) a right of shareholders holding at least 5% of the share capital to require a resolution to be put to shareholders at a general meeting along with minimum notice requirements will be included in the New Constitution; (b) the New Constitution will incorporate rights given to European Metals to sell shares that constitute less than a marketable parcel of shares in a class a class of shares, subject to the terms of the New Constitution and the listing rules of ASX; (c) provisions allowing for preference shares to be issued by European Metals at the directors' discretion; (d) restrictions on the offers of shares involving monetary consideration under employee incentive schemes; (e) increasing the minimum number of directors from one to three and placing a cap on the number of directors that can be appointed at any given time to ten; (f) the New Constitution includes the Proportional Takeover Provisions under Australian Law; and (g) certain administrative provisions differ between the Existing Articles and the New Constitution such as the treatment of calls, closure of registers, prohibition on transferring shares to infants and occasions when voting via polls is required.
The New Articles will be made available on the Company's website: www.europeanmet.com
3. Additional Information
a) Directors' service agreements and letters of appointments
The directors' annual salaries are as follows:
Plus bonuses paid in November 2023: Keith Coughlan AUD116,978 Richard Pavlik AUD61,660
Keith Coughlan · 800,000 Class A performance rights - issued 2/3/2022 · 800,000 Class B performance rights - issued 2/3/2022 · 800,000 Class C performance rights - issued 2/3/2022
Richard Pavlik · 400,000 Class A performance rights - issued 2/3/2022 · 400,000 Class B performance rights - issued 2/3/2022 · 400,000 Class C performance rights - issued 2/3/2022
b) Directors' other directorships
In addition to being directors of the Company, the directors have held or hold the following directorships and/or has been/is a partner in the following partnerships within the last five years immediately prior to the date of this document:
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: |
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THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
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None
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