On 4 December 2008, the London Stock Exchange (LSE) announced that it was imposing a public censure on Minmet plc for various breaches of the AIM Rules for Companies between October 2006 and January 2008. Minmet, whose principal activity is oil and gas, mineral and mining exploration, was publicly censured for breaches relating to various transactions in respect of which the company failed to release announcements without delay regarding a reverse takeover and certain substantial and/or related party transactions; failed to include material information in certain announcements when made; failed to comply with the requirements of the AIM Rules concerning reverse takeovers, including (but not limited to) seeking shareholder consent; and failed to liaise with its nomad. The company was found to have breached the following AIM Rules:
- AIM Rule 10 – which provides that an AIM company must take reasonable care to ensure that information notified by it is not misleading, false or deceptive and does not omit anything likely to affect the import of such information;
- AIM Rule 11 – which provides that an AIM company must issue notification without delay of any new developments which are not public knowledge concerning a change in (amongst other things) its expectation of its performance which, if made public, would be likely to lead to a substantial movement in the price of its shares;
- AIM Rule 12 – which provides that an AIM company must issue notification without delay of any substantial transactions agreed (broadly, a transaction which exceeds 10% in any of the class tests contained in Schedule Three to the AIM Rules);
- AIM Rule 13 – which provides that an AIM company must issue notification without delay of any transaction whatsoever with a related party which exceeds 5% in any of the class tests;
- AIM Rule 14 – which provides that any agreement that would effect a reverse takeover must be conditional on the consent of shareholders at a general meeting, notified without delay and accompanied by the publication of an admission document in respect of the proposed enlarged entity; and
- AIM Rule 31 – which provides (amongst other things) that an AIM company must seek advice from its nominated adviser regarding compliance with the AIM Rules whenever appropriate and take that advice into account.
Due to the financial condition of Minmet, the LSE decided not to impose a fine in this instance.
View the LSE AIM disciplinary notice (8 page pdf).