RNS Number:5958Z
Greenwich Resources PLC
10 March 2006
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, AUSTRALIA OR JAPAN
10 March 2006
Greenwich Resources plc ("Greenwich" or "the Company")
Placing and Open Offer
Further to the announcement made on 28 February 2006 and the publication of a Prospectus (the
"Prospectus") on that
date, Greenwich today announces a Placing and Open Offer of 30,303,017 consolidated 30p New
Ordinary Shares at 72.6
pence per New Ordinary Share to raise #20 million (after expenses). The Issue Price represents
a discount of 9.53 per
cent. to the closing middle market price on 9 March 2006 and a premium of 0.8 per cent. to the
closing middle market
price on 21 October 2005, the last trading day before it was announced that Greenwich was in
merger talks with Buka and
Danae. The Placing and Open Offer has been underwritten by Collins Stewart.
The Placing and Open Offer is conditional upon Completion of the Merger taking place.
Highlights of the Placing and Open Offer
* Net proceeds from Placing and Open Offer will be approximately #20 million.
* Under the Placing, Collins Stewart has conditionally placed with institutional investors
26,184,571 New Ordinary
Shares firm.
* Under the Open Offer, Collins Stewart has conditionally placed with institutional
investors 4,118,446 New Ordinary
Shares subject to clawback.
* The net proceeds of the Placing and Open Offer will be used to assist the Enlarged Group
in advancing its existing
projects and opportunities, as well as providing funds with which the Enlarged Group can
pursue its strategy,
as set out in the Prospectus.
It is expected that dealings in the New Ordinary Shares will commence on 10 April 2006
following an extraordinary
general meeting to approve the Proposals (including a consolidation of all existing 1p
Ordinary Shares into 30p Ordinary
Shares) to be held at 11.15 a.m. on 27 March 2006 and Completion of the Merger.
Commenting on today's announcement, Robert Champion de Crespigny, Chairman-elect of the
Enlarged Group, said:
"The completion of the fundraising will provide the Enlarged Group with the necessary
financial resources to maximise
the value of the Company's existing assets, acquire further resource properties and develop
its resource investment
business. We are delighted by the level of support from investors. This gives us added
confidence in the strategy set
out in the Prospectus which the new Board and management team will now seek to implement."
For further information, please contact:
Peter Bridges, Managing Director Tel: 01684 892 550
Greenwich Resources plc
Michael Nutt Tel: 07748 186 624
Buka Minerals Limited
Don Lewis, Managing Director Tel: +61 8 9483 0866
Danae Resources NL
Andrew Smith/Martin Eales Tel: 020 7523 8350
Collins Stewart Limited
Paul Quade/Keith Lewis Tel: 020 7 248 8010
CityRoad Communications
This announcement has been approved for the purposes of Section 21 of the Financial Services
and Markets Act 2000 by
Collins Stewart Limited.
Collins Stewart Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is
acting exclusively for Greenwich Resources plc in connection with the proposed merger and is
neither advising nor
treating as a client any other person and will not be responsible to anyone other than
Greenwich Resources plc for
providing the protections afforded to clients of Collins Stewart Limited nor for providing
advice in relation to the
proposed merger.
The Placing and Open Offer will not be made, directly or indirectly, in or into, or by use of
the mails, or by any means
or instrumentality (including, without limitation, facsimile transmission, internet, email,
telex or telephone) of
interstate or foreign commerce, or of any facility of a national securities exchange, of the
United States, Canada,
Australia or Japan and cannot be accepted by any such use, means instrumentality or facility
or from within the United
States, Canada, Australia or Japan.
The Placing and Open Offer will not constitute an offer of securities for sale, or the
solicitation of an offer to buy
securities in the United States and the new Ordinary Shares to be issued pursuant to the
Placing and the Open Offer have
not been and will not be registered under the United States Securities Act of 1933, or under
the laws of any state,
district or other jurisdiction of the United States or of Canada, Australia or Japan and no
regulatory clearances in
respect of new Ordinary Shares have been or will be, applied for in any jurisdiction.Accordingly, unless an exemption
under the US Securities Act of 1933 or other relevant securities laws is applicable, the new
Ordinary Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United
States or Canada, Australia or Japan or to, or for the account or benefit of, any US person or
person resident in
Canada, Australia or Japan.
1. Introduction
The Company today announces that it proposes to raise #20 million (after expenses) by the
issue of 30,303,017
consolidated 30p New Ordinary Shares at 72.6p each through a Placing and Open Offer. The Issue
Price represents a
discount of 9.53 per cent. to the closing middle market price on 9 March 2006 and a premium of
0.8 per cent. to the
closing middle market price on 21 October 2005, being the last trading day before it was
announced that Greenwich was in
merger talks with Buka and Danae, as derived from the Daily Official List.
The Placing and Open Offer is conditional upon Completion of the Merger taking place.
2. Information on the Group
As announced on 28 February 2006, the proposed merger of Greenwich, Buka and Danae will create
a new resource and
resource investment business. The Directors and Proposed Directors believe that this
transaction will transform
Greenwich and provide it with a platform for growth through its increased size, management
strength, opportunities and
diversity of assets. Danae, as Greenwich's major shareholder, has irrevocably undertaken to
vote in favour of the
Merger.
3. Reasons for Placing and Open Offer
The net proceeds of the Placing and Open Offer will be used to assist the
Enlarged Group in advancing its existing projects and opportunities, as well as
providing funds with which the Enlarged Group can pursue its strategy, as set
out in the Prospectus.
4. Summary of the Placing and Open Offer
Under the terms of the Placing Agreement, Collins Stewart has conditionally placed firm with
institutional investors
26,184,571 New Ordinary Shares (being the Firm Placed Shares) and has also placed 4,118,446
New Ordinary Shares (being
the Open Offer Shares) which are subject to clawback to satisfy valid applications by
Qualifying Shareholders under the
Open Offer, in each case at the Issue Price.
Danae, which holds 33.15 per cent. of the Existing Ordinary Shares, has irrevocably undertaken
not to take up its Open
Offer Entitlements in respect of 2,041,610 New Ordinary Shares. Accordingly, these New
Ordinary Shares have been placed
with institutional investors and are not subject to clawback to satisfy valid applications by
Qualifying Shareholders.
The Placing and the Open Offer has been underwritten by Collins Stewart.
Subject to the terms and conditions set out in the Issue Price Circular and, in the case of
Qualifying non-CREST
Shareholders, the Application Form, Collins Stewart, as agent for the Company, invites
Qualifying Shareholders to apply
for such number of Open Offer Shares at a price of 72.6 pence per Open Offer Share, free from
all commissions and
expenses, payable in full on application, on the following basis:
1 consolidated 30p Open Offer Share for every 2 consolidated 30p Existing Ordinary Shares
arising from the consolidation of the 1p Existing Ordinary Shares registered in the names of
the Qualifying Shareholders
at the Record Date, and so in proportion for any other number of Existing Ordinary Shares then
registered. Qualifying
Shareholders may apply for any whole number of Open Offer Shares up to their maximum
entitlement calculated on the basis
set out above.
Individual entitlements will be rounded down to the nearest whole number of Open Offer Shares. Fractions of Open Offer
Shares that would otherwise arise will be aggregated and included within the Placing, with the
proceeds being retained
by the Company. The Open Offer Shares will, when issued and fully paid, rank in full for all
dividends and distributions
thereafter made, paid or declared and otherwise pari passu in all respects with the Existing
Ordinary Shares, with such
rights as are set out in paragraph 4 of Part X of the Prospectus.
Pre-consolidation, the Issue Price equates to 2.42 pence and the entitlement ratio would
equate to:
1 1p Open Offer Share for every 2 1p Existing Ordinary Shares
registered in the names of Qualifying Shareholders at the Record Date, and so in proportion
for any other number of
Existing Ordinary Shares then registered.
The Placing and Open Offer is conditional, inter alia, upon the passing of the Resolution at
the EGM at 11.15 a.m. on 27
March 2006 and the Placing Agreement having become unconditional in all respects and it not
having been terminated in
accordance with its terms. The Placing Agreement is conditional upon, inter alia, the Offers
becoming unconditional and
on Admission occurring no later than 30 April 2006. If such conditions are not fulfilled on
or before the relevant
time, application monies will be returned to applicants without interest as soon as
practicable thereafter. It is
expected that Admission will become effective and that dealing in the New Ordinary Shares will
commence by 8.00 a.m. on
10 April 2006.
Danae, Peter Bridges, Phipps & Company Limited (a Greenwich Shareholder in which
Stephen Phipps is a shareholder and director), the trustees of the Phipps &
Company Limited pension scheme and Colin and Marion Phipps, Stephen Phipps'
parents, have irrevocably undertaken to vote in favour of the Proposals to be
proposed at the EGM on 27 March 2006 in respect of the Existing Ordinary Shares
held by them which amount in aggregate to 138,091,602 Existing Ordinary Shares,
representing approximately 37.4 per cent. of the Company's issued share capital.
The Board believes that the Placing and Open Offer is in the best interests of
Greenwich and Greenwich Shareholders as a whole.
However, John Corcoran, John Bovard and Donald Lewis, all being directors of
Danae (and shareholders of Danae in the case of Messrs Corcoran and Lewis), have
taken no part in this recommendation to Greenwich Shareholders as a result of
their respective interests in the Merger.
5. Additional information
Application will be made for the Placing and Open Offer Shares to be admitted to the Official
List and to be admitted to
trading on the London Stock Exchange's main market for listed securities. It is expected that
admission of the Placing
and Open Offer Shares will become effective and dealings in the Placing and Open Offer Shares
will commence on
10 April 2006.
The Open Offer is not a rights issue. Invitations to apply under the Open Offer are not
transferable unless to satisfy
bona fide market claims and the Application Form sent to non-CREST shareholders is not a
document of title and cannot be
traded. Qualifying Shareholders should be aware that, in the case of the Open Offer, unlike in
the case of a rights
issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the
market or placed for the
benefit of Qualifying Shareholders, but will be taken up under the Placing, with the proceeds
retained for the benefit
of the Company.
6. Timetable
An indicative timetable was included in the Prospectus dated 28 February 2006. Dates relevant
to the Open Offer will be
confirmed when the Issue Price Circular is posted in the next few days. The Open Offer will
be open for acceptance upon
posting of the Issue Price Circular.
It is currently expected that Completion of the Merger will occur on 7 April 2006 and that
Admission will take place on
10 April 2006.
7. Document viewing facility
Greenwich Resources plc has submitted the Prospectus dated 28 February 2006 to the UKLA and
will also submit the Issue
Price Circular in connection with the Placing and Open Offer when it is published in the next
few days. The Prospectus
is, and the Issue Price Circular will be, available for inspection at the UKLA's Document
Viewing Facility, which is
situated at:
UK Listing Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
8. Miscellaneous
Definitions in this announcement bear the same meaning as those in the Prospectus dated 28
February 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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