Who We Are
MONGOLIA’S PREMIER MINING SERVICES BUSINESS
Nova Resources is the first and only AIM quoted company to invest in mining services in Mongolia, which has one of the world’s fastest growing mining industries. Incorporated in Bermuda in March 2007, we listed on AIM in May 2007. The Company’s initial investment strategy was to identify and acquire Asian financial services businesses. Since September 2011, this strategy changed to specifically focus on exploiting mining services opportunities in Mongolia, presented as a result of the country’s rapidly growing mining industry. In line with the change in strategic direction, we changed our name to Nova Resources in December 2011.
A first contract was awarded for transporting coking coal from the Ukhaa Khudag coal mine in the South Gobi desert to the Chinese border on behalf of Energy Resources, in January 2012 and trucking commenced in June 2012. Going forward, through our wholly owned subsidiary, Nova Trans LLC (formerly ZHCH Mining LLC), we intend to:
- Leverage the strength of our relationships in Mongolia to secure further opportunities in the country’s mining services and logistics industry
- Develop a position as the provider of choice for mining services and logistics in Mongolia
- Play an integral role in the development of the Mongolian mining industry, which, due to its geographical proximity to China and Russia, offers exciting growth opportunities
- Develop a profitable, high margin business with rapid growth potential that is capable of delivering sustainable returns for our investors
Directors and Management
Chan Fook Meng, Interim Chairman and Chief Executive Officer
Mr. Chan obtained a law degree from the National University of Singapore in 1985 and was called to the Singapore Bar on 12 February 1986. He has since then practiced as an advocate and solicitor in Singapore in various firms. In the course of his work, Mr. Chan has handled and been involved in a number of corporate finance matters and various mergers and acquisitions.
Mr. Chan was on the board of directors of a SESDAQ listed entity in Singapore for approximately 18 months until April 2005. During this time, he dealt with issues relating to the rescue and restructuring of the business and its acquisition of several businesses. Mr. Chan is a Director of Tricor plc (AIM Listed) and Mandarin Mining plc (PLUS Listed).
Chung Dongwook, Deputy Chairman (Executive)
Mr. Chung is a businessman living in Mongolia and has been involved in a number of natural resources ventures. He has a network of contacts in Mongolia.
Nazim Khan, Non-Executive Director
Mr. Khan, a solicitor, was called to the Bar in 1990 and subsequently to the Singapore Bar in 1992. He has worked as a commercial attorney for several law firms in Singapore before moving into corporate finance, restructuring and mergers and acquisitions.
Mr. Khan has also been active in energy and resource based work in emerging markets. He is currently on the board of Tricor plc.
Christopher Morgan, Non-Executive Director
Mr. Morgan, currently serves on the board of a number of investment companies and acts as a consultant, addressing the needs and requirements of an assortment of high net worth individuals, as well as providing legal and investigatory services and management to various multi-million dollar corporate litigations and criminal investigations.
He has served previously with the Metropolitan Police and the National Criminal Intelligence Service where he received a number of Commendations.
Enrique Lopez de Mesa, President, Nova East Capital
Mr. Lopez de Mesa is a senior natural resources and finance professional possessing capital markets experience. He has been active with mining groups including Sino Vanadium Inc., Alpaca Resources Inc. (a Peruvian mining exploration company) and Southern Oregon Gold Corp. In addition he has served as director of several TSX-V, NASDAQ, OTC and PLUS-traded resources companies, including Veraz and Petrolympic, where he served as Chairman. For the past 15 years, he has had an Asian practice involving a range of companies with a focus on China and Mongolia. Previously he was a Canadian vice-president for a leading Hong Kong mid-market financial services group. His investment banking and corporate finance experience at PWC Securities and Barclays plc's investment bank included debt and equity issues, mergers and acquisitions and valuations; he has completed over 50 transactions, principally in natural resources. Recently he was involved in the acquisition and development of an iron ore mine in Mongolia
Park Ji Won, President, Nova Trans
Mr. Park has significant public company strategic planning experience. Previously he has led in areas of business development, company restructuring, merger and acquisition, and negotiating international transactions. He has successfully listed four companies on the Korean stock exchange (Kosdaq). He was Chief Executive Officer of the Korean-equivalent of Yahoo, NVL soft Corp Inc, and also a director of publicly-listed Taff System Co. Ltd. He has been featured in numerous international business publications including The Economist and Forbes. Mr. Park graduated from Kwang Woon University and Hanyang Cyber University respectively (International Business, Computer Engineering).
CASH GENERATIVE, HIGH MARGIN BUSINESS MODEL
On 17 January 2012 Nova Trans LLC, a wholly owned subsidiary of Nova Resources, entered into a contract with Energy Resources LLC, one of Mongolia’s largest coking coal producers, to transport up to 3 million tonnes per annum of coking coal 245 kilometres from Energy Resources’ Ukhaa Khudag coal mine in the South Gobi desert to Tsagaan Khad in Mongolia, on the Chinese border. Key contract details are:
- The contract is for an initial one-year period with the option to extend for a second year, taking the contract up to 15 April 2014.
- Trucking operations has commenced – contracted to truck 1.5 million tonnes of coking coal a year, with the option to increase this figure up to 3 million tonnes.
- We have initially purchased 16 vehicles, each comprising a truck and two trailers, to deliver the contract, but expect that the fleet of vehicles will increase over time, as will our driver workforce and support network, which currently stands at over 50 employees.
- Each vehicle (acquired at a cost of c. $180,000 per vehicle) has a loading capacity of 130 million tonnes and is expected to generate annual revenue of c. $700,000
- Simple, cash generative, high margin business model
Mining in Mongolia
RAPIDLY GROWING MARKET
Mongolia is a country of incredibly rich resource potential and home to one of the world’s fastest growing mining sectors. In the coming years, in addition to major new copper, iron and zinc mines, over 14 new, world class coking coal mines are expected to open.
STRATEGICALLY WELL POSITIONED
China is the world’s largest consumer of coking coal, with between 15 – 20 per cent of its 550 million tonne annual consumption dependent on imports. Sharing a 4,700 kilometre border with China provides Mongolia with a significant competitive advantage over other large producing coking coal continents, such as Africa and Australia. According to Wood Mackenzie, Chinese coal imports from Mongolia are set to rapidly increase in the coming years.
TRUCKING THE ONLY VIABLE SOLUTION
Despite being the 19th largest country in the world, and second largest landlocked country, Mongolia, with a population of just 2.7 million, is the world’s most sparsely populated country. As a result, the country suffers from a massive lack of infrastructure, hence trucking is the only viable solution for transporting natural resources out of the country in the short- and medium-term. The situation has led to the Mongolian transport sector being one of the country’s fastest growing sectors - recording a CAGR of 13 per cent over the last decade – and it is expected to rapidly expand further over the next decade. In 2011, the Mongolian logistics industry generated $564 million, which equated to 11 per cent of the country’s GDP.
Annual and half-yearly reports:
|25-Sep-12||Half-yearly Report 2012|
|28-Jun-12||Annual Report 2011|
|26-Sep-11||Half-yearly Report 2011|
|27-Jun-11||Annual Report 2010|
|28-Sep-10||Half-yearly Report 2010|
|05-May-10||Annual Report 2009|
|28-Sep-09||Half-yearly Report 2009|
|29-Jun-09||Annual Report 2008|
|29-Sep-08||Half-yearly Report 2008|
|30-Jun-08||Annual Report 2007|
|20-Sep-07||Half-yearly Report 2007|
The admission document together with documents sent to shareholders in the past 12 months
Nova Resources Limited commenced trading on the London Stock Exchange AIM, on Friday 11th May 2007; its stock symbol is “NOVA”.
Current stock price can be found here
The information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies and was last updated on 30th June 2012.
Nova Resources Limited was formerly known as "Tembusu Investments Limited."
- The Company has 106,115,287 Ordinary Shares of 1p each in issue as at 11th June 2012. It does not have any shares held in treasury.
- The percentage of AIM securities which are in issue that are not in public hands is 70.3%
- There are no restrictions on the transfer of the Company's AIM securities
The identity and percentage holdings of significant shareholders
|Name||No. of Shares||% of Issued Share Capital|
|Chan Fook Meng||55,000,000||51.8%|
|Shweco Nominees Ltd||6,360,000||6.0%|
|XCAP Nominees Ltd||8,018,335||7.6%|
|Global Explorer Holdings Limited||19,642,857||18.5%|
|Gateway Golden Limited||3,928,571||3.7%|
Last updated on 30th June 2012
Corporate Structure & Corporate Governance
Board Committees and Membership
There are four committees of the Board of Directors.
|Management Committee||Audit Committee||Remuneration Committee||Nominating Committee|
|Mr Chung Dongwook|
|Mr Chan Fook Meng|
|Mr Nazim Khan|
Corporate Governance Documents
The Company’s Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, that are involved in providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources. The services and facilities that are to be within the scope of the investing strategy will include transportation, logistics, processing, testing and storage. The investing strategy will extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the world.
The Company’s investment strategy will continue to include real estate, investment and development, including the operation of businesses that can be combined with real estate interests based in Asia, though other geographical areas will be considered should appropriate opportunities occur which could benefit the Company.
By actively investing in businesses with complementary areas of expertise, which may for example include in relation to the natural resource sector, including exploration, processing, inspection, testing, aviation, maintenance and similar activities and in the real estate sector, real estate, education, hotels, mortgage financing and other such activities, the Directors believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such businesses where it would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Company.
With regard to the acquisitions that the Company expects to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.
The Company may invest by way of hiring appropriate persons to build up a business or by outright acquisition or by the acquisition of assets, including intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the Company or project in question. The Company’s investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Director deem appropriate.
The Company will be both an active and a passive investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.
There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company’s gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.
There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.
There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Investing Policy.
As the Company’s ordinary shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to shareholders including dividends, share repurchases, demergers, schemes of arrangement or liquidation.
Details of nominated advisers and key advisers
Nominated Advisor & Broker:
Daniel Stewart & Company Plc
Becket House, 36 Old Jewry
London, EC2R 8DD
14 New Street, London EC2M 4HE, United Kingdom
DX 88 London
Bermuda Legal Adviser:
M Q Services Limited
Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda
Reporting Accountant and Auditor:
Jeffreys Henry LLP
5-7 Cranwood Street
London EC1V 9EE
Channel Island Registrars:
Computershare Investor Services (Jersey) Limited
Jersey JE1 1ES
Computershare Investor Services PLC
Bristol BS99 6ZY
Media and Investor Enquiries:
Paul Weigh / Robert Kellner
Blythe Weigh Communications
Southbank House, Black Prince Road
London, SE1 7SJ
Tel: +44 20 7138 3204