Investor Relations (AIM Rule 26)
Rule 26 Compliance Report
This web page details compliance with AIM Rule 26. The AIM requirements are shown in red.
General
Description of Business
General Business Description
A description of the company's business can be found at
http://www.griffinmining.com/gm_intro.asp
Investment Strategy
Investment Strategy
Griffin Mining is not an investment company for the purposes of Rule 26.
Geographic
Country of Incorporation & Main Country of Operation
Country of Incorporation and Country of Operation
The Company is incorporated in Bermuda with its principal subsidiaries operating in the Peoples Republic of China. The Company is not resident in the UK for tax purposes.
Constitutional Documents
Articles of Assocation and most recent Aim Admission document
The Company's AIM Admission document is not included on this website. This was published in June 1997 when the Company was named European Mining Finance Ltd and operated as a mining finance company. The name of the Company was changed to Griffin Mining Ltd in January 1998 following a change in management and the business of the Company to that of mining. Accordingly the directors consider that the Company's AIM admission document is out of date and potentially misleading.
The constitution of European Mining Finance (the original name of Griffin Mining) can be downloaded in PDF format here.
AIM Listed Securities
Statement of rights of shareholders (if not UK incorporated)
The rights of shareholders in the Company under Bermuda Company law and the Company's bye-laws may be different from the rights of shareholders in a UK incorporated company.
Restrictions on Transfer of Securities
Transfer Restrictions
There are no restrictions on the transfer of shares.
Aim Securities in Issue
Issued Share Capital
As at 31st August 2008 the share capital of Griffin Mining is as follows:-
| Shares Issued & Outstanding |
181,657,731 |
| Fully Diluted (vested): |
190,232,731 |
| Fully Diluted (including unvested): |
197,132,731 |
Griffin Mining Limited currently has 181,657,731 ordinary shares of par value one cent each in issue.
At 20th February 2007, options had been granted to directors and management over 5,475,000 new ordinary shares, all of which are vested and exercisable up to 28th February 2009 at an exercise price of 65 pence per new ordinary share. Options over a further 10,000,000 new ordinary shares have been granted to directors and management at an exercise price of £1.10 per new ordinary share, which vest in 3 equal annual instalments on 31st December 2007, 2008 and 2009 and which expire on 28th February 2010. In total options over 15,475,000 new ordinary shares in the Company have been granted giving a fully diluted share capital 197,132,731.
Shares held as treasury shares
Treasury
There are no shares held in treasury.
Percentage of shares not in public hands
Shares not in public hands
10% of the Company's issued shares are not in public hands.
Identity and Percentage held of significant shareholders
Significant Shareholders
There is no provision under Bermuda company law or the Company's bye laws to require disclosure of significant shareholdings. The Company is however aware of the following significant shareholdings of 3% or more in the issued share capital of the Company:
Black Rock Inc has an aggregate interest in 23,598,520 shares in the Company representing 12.99% of the issued ordinary shares in the Company.
Majedie Asset Management Ltd has an aggregate interest in 9,520,258 shares in the Company representing 5.19% of the issued ordinary shares in the Company.
Other Exchanges/Trading Platforms
Exchanges
The company's shares are listed on the Alternative Investment Market of the London Stock Exchange. The company's shares are not
listed on any exchanges other than AIM.
Financial Reports (Last full report and all interims since last full)
Annual Report & Accounts
Annual report and accounts for the last 8 financial years are available as Adobe Acrobat PDF (portable document format) files.
To open a file click the appropriate link below. Alternatively, use the right mouse button and select "Save Target As" to save the file to your own computer.
News
Notifications in last 12 months
Recent News at 19 November 2008 13 November 2008
Griffin announces purchase of 39% interest in Spitfire Oil. 28 October 2008
Griffin announces buy back of 68,000 shares. 28 October 2008
Griffin announces changes to option issues. 01 September 2008
Griffin releases Interim Statement. 04 August 2008
Griffin releases Trading statement. 13 June 2008
Griffin announces results of AGM and update on Caijiaying. 27 May 2008
Griffin announces a share buy back of 79 million shares from Citadel. 13 May 2008
The Griffin 2007 Annual Report is now available to download. 01 May 2008
Griffin announces response to Yukon Zinc. 30 April 2008
Griffin announces preliminary results and declaration of dividend. 28 April 2008
Griffin has been notified by Yukon Zinc that it has received a cash offer from another party for the acquisition of all the issued common stock of Yukon Zinc. 22 April 2008
Griffin announces proposed acquisition of Yukon Zinc Corporation. 07 April 2008
Griffin announces a new mine at Caijiaying. 31 December 2007
Griffin announces first sale of precious metal concentrate. 21 December 2007
Griffin announces that sales of zinc concentrate have recommenced. 17 December 2007
Email problems. 03 December 2007
Griffin announces commissioning of precious metals circuit. 26 November 2007
Griffin announces temporary suspension of sales of zinc concentrate until the new year.
Shareholder documents
Circulars and similar publications sent to shareholders in past 12 months
Circulars
The Company has not sent any circulars to shareholders within the past 7 years. Previous circulars are not included on this website as the directors consider these to be out of date and potentially misleading
Directors
Responsibilities
Although incorporated in Bermuda and therefore not obliged to comply with the code of best practice established by the Combined Code issued by the Committee on Corporate Governance, the Company has reviewed and broadly supports this code. The Company does not comply where compliance would not be commercially justified allowing for the practical limitations
relating to the Company’s size.
The Board of directors includes a number of non executive directors who, other than their shareholding, are independent and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board meets regularly, at least once a quarter, and is responsible for the overall strategy of the Group, its performance, management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s shareholders.
Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:
- preparation of regular financial reports and management accounts
- preparation and review of capital and operational budgets
- preparation of regular operational reports
- prior approval of capital and other significant expenditure
- regular review and assessment of foreign exchange risk and requirements
As part of these procedures all costs incurred on behalf of and by Hebei Hua’ Ao are independently audited and checked by the Chinese authorities and approved by the directors of Hebei Hua’ Ao.
Mladen Ninkov is the Chairman, responsible for ensuring strategic direction set by the board is put into place by management.
Roger Goodwin is the Finance Director with overall responsibility for the Group finances, financial control and reporting.
Dal Brynelsen and William Mulligan are independent non executive directors with responsibility for overseeing the executive and for ensuring that the financial performance of the Company is properly reported upon and monitored, and consider reports from the auditors relating to accounts and internal control systems. They also have responsibility for reviewing the performance of and setting the compensation of the Chairman and executive directors.
Biographies
Mladen Ninkov, Chairman, Australian
Mladen Ninkov, Chairman, Australian, aged 46,
holds a Masters of Law Degree from Trinity Hall,
Cambridge and Bachelor of Laws (with Honours)
and Bachelor of Jurisprudence Degree from the
University of Western Australia. He is a principal of
Keynes Capital. He has a mining, legal, fund
management and investment banking background
and is admitted as a barrister and solicitor of the
Supreme Court of Western Australia. He was a
director and Head of International Corporate
Finance at ANZ Grindlays Bank Plc in London, a
managing director of Maxwell Central and East
European Partners plc in London and a Vice
President of Prudential-Bache Securities Inc. in New
York. He also worked at Skadden Arps Slate Meagher
& Flom in New York and Freehill Hollingdale &
Page in Australia. He was Chairman of Westgold
Resources NL and a director of Ramsgate Resources
NL, both companies listed on the Australian Stock
Exchange, and was also a director of Mt Monger
Gold Project Pty Ltd, Castle Hill Resources NL and
Matu Mining Pty Ltd.
Roger Goodwin, Finance Director, British
Roger Goodwin, Finance Director, British, aged
53, is a Chartered Accountant. He has been with the
Company since 1996 having previously held senior
positions in a number of public and private
companies within the natural resources sector. He has
a strong professional background, including that as a
manager with KPMG, with considerable public
company and corporate finance experience, and
experience of emerging markets particularly in
Africa, the CIS and Eastern Europe. Roger was
named as one of the top 100 UK finance directors of
2004 by Finance Week magazine.
Dal Brynelsen, Director, Canadian
Dal Brynelsen, Director, Canadian, aged 61, is a
graduate of the University of British Columbia in
Urban Land Economics. Mr. Brynelsen has been
involved in the resource industry for over 30 years.
He has been responsible for the discovery,
development and operation of several underground
gold mines during his career. Mr. Brynelsen is the
President and a director of Vangold Resources
Limited and provides independent consulting
services to private clients and institutions.
William Mulligan, Director, American (US)
William Mulligan, Director, USA, aged 64, has a
BSc from Thomas Clarkson University, an MS in
Geological Engineering from the University of
Connecticut and an MBA from NYU Bernard
Baruch School of Business Administration. He is
currently the Managing Director for Global Projects
and Political Risk at AIG Global Trade and Political
Risk Insurance Company, a wholly owned subsidiary
of American International Group Inc., and a director
of AIG Investment Bank (ZAO) Ltd based in
Moscow. From 1994 to 1996 he was Executive Vice
President for Corporate Development at Latin
American Gold Limited. He was a director of Arcon
International Plc, the Dublin based company which
operates the Galmoy zinc mine in Ireland.
Committees
Committees
There are no formal management committees.
Advisers (Nominated Adviser & other advisers)
London Office
Roger Goodwin,
Director and Company Secretary
6th Floor,
60 St James's Street,
London SW1A 1LE.
Tel: +44 (0)20 7629 7772
Fax: +44 (0)20 7629 7773
E-mail: griffin@griffinmining.com
Registered Office
Clarendon House
2 Church St.
Hamilton, HM11
Bermuda
Zhangjiakou Office
No. 25 Mingde South Road
Zhangjiakou City
Hebei Province, China
Site Office
No. 3 Village
Zhangbei County
Zhangjiakou City
Hebei Province, China
China Zinc Australia Office
Level 9, BGC Centre
28 The Esplanade
Perth
Western Australia 6000
Tel: +61 (0)8 9321 7143
Fax: +61 (0)8 9321 7035
Nominated Adviser and Broker for AIM:
Collins Stewart Limited
9th Floor, 88 Wood Street,
London. EC2V 7QR UK.
Auditors:
Grant Thornton UK LLP
31 Carlton Crescent,
Southampton. SO15 2EW. UK.
Solicitors:
Mallesons Stephen Jaques
Unit 2925, South Tower, Beijing Kerry Centre,
1 Guang Hua Road, Chao Yang District,
Beijing 100020. PRC
Conyers Dill & Pearman
Clarendon House, Church Street, P.O. Box HM 666,
Hamilton. HMCX. Bermuda.
Addleshaw Goddard
150 Aldersgate Street
London EC1A 4EJ
Bankers:
National Westminster Bank PLC.
St James's and Piccadilly,
London W1A 2DG
Anglo Irish Bank Corporation plc
31, The Parade
St Helier
Jersey JE4 0WJ
HSBC Bank plc
27-32 Poultry
London EC2P 2BX
The Bank of Bermuda Ltd
6 Front Street
Hamilton HM 11
Bermuda
Registrars & Transfer Agents:
Capita IRG plc
12 Castle Street
St Helier
Jersey JE2 3RT
Codan Services Ltd.
Clarendon House,
2 Church Street
Hamilton, HM11
WebSite
Rule 26 disclosure statement
Rule 26 Disclosure
The information on this web site is disclosed for the purposes of AIM Rule 26.
Date site last updated
Last Update
Website last updated on 20 August 2007.
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