Wragge Lawrence Graham & Co's Corporate team has advised longstanding client and AIM-quoted Ambrian plc on its merger with Consolidated General Minerals plc (CGM).

The principal asset of CGM, which de-listed from AIM three/four years ago, is a clinker grinding and cement packing operation in the port of Beira, Mozambique. With an installed capacity of approximately 800,000 tons per annum, the US$42 million cement plant is expected to commence production in April 2015.

Consolidated General Minerals (Schweiz) AG, the Swiss subsidiary of CGM, will be merged by absorption under Swiss law with Ambrian's own Swiss subsidiary, Ambrian Metals - and with Ambrian Metals as the surviving entity. Ambrian will then acquire CGM's interest in Ambrian Metals in consideration for the issue of convertible securities, to be distributed to CGM shareholders.

This transaction, together with Ambrian's acquisition of the shareholding of CGM in the merged Swiss entity, constitutes a 'reverse takeover' under the AIM Rules, requiring the preparation and publication of a full AIM Admission Document (akin to an IPO).

Subject to Ambrian shareholder approval of the merger, the enlarged Ambrian group will be re-admitted to the AIM market of the London Stock Exchange on completion of the merger.

Corporate partner Jeff Elway, who heads the firm's Equity Capital Markets practice, led on the unusual transaction with assistance from associate Alice Prickett and senior associate Jenna Beever. Ciara Howie, senior associate in Wragge Lawrence Graham & Co's Dubai office, also provided a legal opinion as to UAE law in relation to various subsidiaries in the CGM Schweiz group.

The Wragge Lawrence Graham & Co team also co-ordinated legal due diligence with lawyers in Mozambique and in Switzerland.

Jeff said: "This is a transformational transaction for Ambrian and is particularly significant to its strategic plans of moving into wider scale commodity trading. Ambrian's shareholder base has been substantially increased, and we're looking forward to continuing our relationship with the merged entity.

"The transaction was innovative by its very nature - involving a merger at the subsidiary level, but which will result in the effective merger of Ambrian plc and CGM. It involved the issue of novel classes of convertible securities designed to avoid CGM having to make a mandatory offer for Ambrian plc under Rule 9 of the City Code on Takeovers and Mergers. Having been first instructed on the deal almost two years ago now, we're delighted to finally be getting it over the finishing line!"

Wragge Lawrence Graham & Co's Equity Capital Markets team has extensive expertise in the AIM market of the London Stock Exchange - both in acting for companies and for the nominated advisers.

It is particularly noted for its extensive international experience, handling transactions on behalf of companies operating in numerous jurisdictions across Europe, Asia, the Americas, Africa and Australasia.