TIDMMWA
RNS Number : 7791X
Mwana Africa PLC
02 September 2015
2 September 2015
Mwana Africa plc
("Mwana" or the "Company")
Open Offer & posting of a circular to Shareholders
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY
OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO
BUY OR SUBSCRIBE FOR, ANY SHARES IN MWANA OR SECURITIES IN ANY
OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR
SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM
THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR
INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY
SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE CIRCULAR TO BE PUBLISHED BY THE COMPANY AND ANY SUPPLEMENT
THERETO IN CONNECTION WITH ADMISSION.
Mwana Africa plc announces the publication today of a circular
to Shareholders regarding a capital raising to raise gross proceeds
of approximately GBP3.67 million before costs by way of an Open
Offer (the "Circular").
Introduction
The Company announces that it proposes to raise up to
approximately GBP3.67 million (approximately GBP3.47 million net of
expenses) through the issue of up to 367,643,523 Open Offer Shares
through the Open Offer at the Issue Price. The Board recognises and
is grateful for the continued support it has received from
Shareholders and is therefore pleased to give Qualifying
Shareholders the opportunity to participate in the Open Offer.
The Open Offer provides Qualifying Shareholders with the
opportunity to subscribe for Open Offer Shares at the Issue Price
pro rata to their holdings of Existing Ordinary Shares as at the
Record Date. The Open Offer is being made in accordance with the
statutory pre-emption provisions contained in sections 561 and 562
of the Act. Qualifying Shareholders may subscribe for Open Offer
Shares on the basis of:
1 Open Offer Share for every 3.802 Ordinary Shares held on the
Record Date.
Shareholders subscribing for their full Open Offer Entitlement
under the Open Offer may also apply for Excess Shares through the
Excess Application Facility subject to the terms and conditions set
out in the Circular. Assuming full take-up under the Open Offer,
the issue of the Open Offer Shares will raise gross proceeds of up
to approximately GBP3.67 million for the Company. Fractions of Open
Offer Shares will not be allotted and, where necessary, each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number.
The ability of Overseas Shareholders to accept the Open Offer is
restricted in certain jurisdictions. Pursuant to section 562 of the
Act, the Open Offer to Qualifying Shareholders who have no
registered address within a member state of the European Economic
Area and who have not supplied the Company with an address within a
member state of the European Economic Area for the service of
notices will be made by the Company publishing a notice in the
London Gazette on 3 September 2015 stating where copies of the
Circular and the Application Form may be inspected or obtained on
personal application by or on behalf of Qualifying
Shareholders.
The Open Offer Shares to be issued pursuant to the Open Offer
are to be admitted to trading on AIM and Admission is expected to
become effective and trading expected to commence at 8.00 a.m. on
30 September 2015.
The Issue Price represents a discount of approximately 13 per
cent. to the closing mid-market price of 1.15 pence per Existing
Ordinary Share on 1 September 2015 (being the latest practicable
date prior to the posting of the Circular). The Open Offer is not
being underwritten and, accordingly the maximum proceeds under the
Open Offer will be approximately GBP3.47 million (after
expenses).
Reasons for the Open Offer
The net proceeds of the Open Offer (after commission and
expenses) will be used principally for the further development of
the Klipspringer diamond mine in the Republic of South Africa (with
the objective of re-commencing underground production), corporate
restructuring and re-organisation costs (including satisfying
non-recurring exceptional items arising from the June 2015
directorate changes), and for general working capital purposes.
Irrevocable Commitments to participate in the Open Offer
The Company has received irrevocable commitments from the
following Shareholders that they will take up their Open Offer
Entitlements in full as detailed in the table below.
Existing Shareholder Number of Percentage Number of Number of
Existing Ordinary of Existing Open Offer Ordinary
Shares Ordinary Shares to Shares held
Shares be applied following
for under Open Offer
Open Offer (1 2)
Entitlement
(1 2)
CIMGC 218,000,000 15.60 57,338,243 275,338,243
------------------- ------------- ------------- -------------
Yat Hoi Ning 454,545 0.03 119,554 574,099
------------------- ------------- ------------- -------------
Yuan Ching Hu 454,545 0.03 119,554 574,099
------------------- ------------- ------------- -------------
Total 218,909,090 15.66 57,577,351 276,486,441
------------------- ------------- ------------- -------------
(1) Assuming full take up by each Related Party of its Open
Offer Entitlement but excluding any Excess Shares that may be
applied for.
(2) Assuming that the shareholdings of each Related Party is not
scaled back to avoid triggering an obligation under Rule 9 of the
City Code. See the Circular for further details.
In addition CIMGC, Yat Hoi Ning and Yuan Ching Hu have each
confirmed that they intend to apply for Excess Shares pursuant to
the Excess Application Facility (subject to scaling back to ensure
a maximum holding of no more than 29.9 per cent. of the Enlarged
Share Capital, as described in the Circular).
The Directors believe that the above commitments to participate
in the Open Offer demonstrate strong support for the Company's
development of its projects as set out in the Circular.
Related Party Transaction
The possible subscription for Excess Shares by the Related
Parties could constitute, in each case, a possible related party
transaction under the AIM Rules.
CIMGC is a related party by virtue of being a substantial
shareholder in the Company holding 218,000,000 Existing Ordinary
Shares representing 15.60 per cent. of the issued share capital of
the Company as at the date of this announcement. Yat Hoi Ning and
Yuan Ching Hu are both substantial shareholders and directors of
CIMGC.
Separately, both Yat Hoi Ning and Yuan Ching Hu are also
Directors of the Company.
The expected shareholdings of the Related Parties as at the date
of this announcement and following the Open Offer are as
follows:
Related Party Number of Percentage Number of Number of
Existing Ordinary of Existing Open Offer Ordinary
Shares Ordinary Shares to Shares held
Shares be applied following
for under Open Offer
Open Offer (1 2)
Entitlement
(1 2)
CIMGC 218,000,000 15.60 57,338,243 275,338,243
------------------- ------------- ------------- -------------
Yat Hoi Ning 454,545 0.03 119,554 574,099
------------------- ------------- ------------- -------------
Yuan Ching Hu 454,545 0.03 119,554 574,099
------------------- ------------- ------------- -------------
(1) Assuming full take up by each Related Party of its Open
Offer Entitlement but excluding any Excess Shares that may be
applied for.
(2) Assuming that the shareholdings of each Related Party is not
scaled back to avoid triggering an obligation under Rule 9 of the
City Code. See the Circular for further details.
Other than Yat Hoi Ning and Yuan Ching Hu, none of the other
Directors hold Ordinary Shares.
The Independent Directors consider, having consulted with Grant
Thornton, the Company's nominated adviser, that the terms of the
transaction are fair and reasonable insofar as the Shareholders are
concerned.
Other information relating to the Open Offer
The Open Offer is conditional upon the Open Offer Agreement
becoming or being declared unconditional in all respects and not
having been terminated prior to Admission and Admission of the Open
Offer Shares becoming effective by not later than 8.00 a.m. on 30
September 2015 or such later time and/or date (being no later than
8.00 a.m. on 31 October 2015) as the Company and Cantor Fitzgerald
Europe may agree.
(MORE TO FOLLOW) Dow Jones Newswires
September 02, 2015 02:00 ET (06:00 GMT)
Accordingly, if any of these conditions are not satisfied, or,
if applicable, waived, then the Open Offer will not proceed.
The Open Offer will result in the issue of in total 367,643,523
Open Offer Shares, assuming full take up under the Open Offer
(representing, in aggregate, approximately 20.8 per cent. of the
Enlarged Share Capital assuming full take up under the Open Offer).
The Open Offer Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares and
therefore rank equally for all dividends or other distributions
declared, made or paid after the date of issue of the Open Offer
Shares. No temporary documents of title will be issued.
Qualifying Shareholders who do not take up any of their
entitlements in respect of the Open Offer will experience dilution
to their interests in the Company, dependent on the number of Open
Offer Shares taken up by Qualifying Shareholders.
Expected Timetable of Principal Events
Record Date for entitlement to participate 5.00 p.m. on 1 September
in the Open Offer 2015
Announcement of the Open Offer 7.00 a.m. on 2 September
2015
Publication and posting date of the 2 September 2015
Circular and, the Application Forms
to Qualifying Non-CREST Shareholders
in the United Kingdom
Ex-Entitlement Date for the Open Offer 8.00 a.m. on 2 September
2015
Open Offer Entitlements and Excess As soon as possible after
Open Offer Entitlements credited to 8.00 a.m. on 3 September
stock accounts in CREST of Qualifying 2015
CREST Shareholders
Posting of the London Gazette Notice 3 September 2015
Recommended latest time for requesting 4.30 p.m. on 21 September
withdrawal of Open Offer Entitlements 2015
and Excess Open Offer Entitlements
from CREST
Latest time for depositing Open Offer 3.00 p.m. on 23 September
Entitlements and Excess Open Offer 2015
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 24 September
of Application Forms (to satisfy bona 2015
fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 28 September
completed Application Forms, and payment 2015
in full under the Open Offer or settlement
of relevant CREST instructions (as
appropriate)
Expected date of announcement of results 7.00 a.m. on 29 September
of the Open Offer 2015
Admission effective and trading expected 8.00 a.m. on 30 September
to commence in the Open Offer Shares 2015
CREST members' accounts credited in As soon as possible after
respect of the Open Offer Shares in 8.00 a.m. on 30 September
uncertificated form 2015
Share certificates in respect of the 9 October 2015
Open Offer Shares expected to be despatched
by no later than
Notes
1. If you have any queries on the procedures for application
under the Open Offer, you should contact the Receiving Agent,
Computershare Investor Services (Ireland) Limited, Heron House,
Corrig Road, Sandyford Industrial Estate, Dublin 18, Republic of
Ireland or telephone Computershare Investor Services (Ireland)
Limited on +44 (0)370 707 1432. Calls to this number are charged at
your service provider's standard rate. Calls from overseas or via
mobile phones will cost considerably more. Lines are open from 8.00
a.m. to 4.30 p.m. Monday to Friday. The Computershare helpline
cannot provide advice on the merits of the Open Offer nor give any
financial, legal or tax advice.
2. The above timetable is subject to change and the Company
reserves the right to vary the timetable. If any of the details
contained in the timetable above should change, the revised times
and dates will be notified by means of an announcement through a
Regulatory Information Service.
3. Unless otherwise specified, all times are London times.
Open Offer Statistics
Number of Ordinary Shares in issue on the
Record Date 1,397,780,675
Maximum number of Open Offer Shares to be
issued under the Open Offer (1 2) (3) 367,643,523
Number of Ordinary Shares in issue following
the Open Offer (2) (3) 1,765,424,198
Percentage of Enlarged Share Capital represented
by the Open Offer Shares to be issued pursuant
to the Open Offer (2) (3) 20.8%
Basis of the Open Offer 1 Open Offer Share
for every 3.802 Ordinary
Shares held on the
Record Date
Issue Price 1 pence
Gross proceeds of the Open Offer (2) GBP3.67 million
Approximate market capitalisation of the GBP17.7 million
Company at the Issue Price following Admission
(2) (3)
ISIN of the Existing Ordinary Shares GB00B0GN3470
ISIN of the Open Offer Entitlements GB00BZ0SR520
ISIN of the Excess Open Offer Entitlements GB00BZ0SR744
Tradeable Instrument Display Mnemonic MWA
1 Based on an exchange rate of GBP1 per EUR1.36 prevailing
on 1 September 2015 being the latest practicable date prior
to the publication of this announcement, the total consideration
under the Open Offer is less than EUR5 million.
2 On the assumption that the Open Offer is taken up in full
by Qualifying Shareholders.
3 The actual number of Open Offer Shares to be issued under
the Open Offer will be subject to rounding down to eliminate
fractions.
Additional information and availability of the Circular
Your attention is drawn to the entirety of the information set
out in the Circular. The Circular will be available for a period of
at least 12 months from today on the Company's website
www.mwanaafrica.com free of charge in accordance with the
requirements of Rule 26 of the AIM Rules.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the
Circular.
For further information contact:
Mwana Africa plc
Yim Kwan, Finance Director
Amilha Young, Group General Counsel and Company Secretary
Tel: + 44 (0) 20 3696 5470
Nominated Adviser
Grant Thornton UK LLP
30 Finsbury Square, London EC2P 2YU
Colin Aaronson/Richard Tonthat/Harrison Clarke
Tel: +44 (0) 20 7383 5100
Financial Adviser and Corporate Broker
Cantor Fitzgerald Europe
1 Churchill Place, Canary Wharf, London E14 5RB
Stewart Dickson/Jeremy Stephenson/Patrick Pittaway
Tel: +44 (0) 20 7894 7000
Public and Investor Relations
Russell and Associates
Jim Jones / Leigh King
Tel: +27 (0) 11 880 3924
About Mwana Africa plc
Mwana is a pan-African, multi-commodity mining and development
company. Mwana's principal operations and exploration activities
cover gold, nickel, copper and diamonds in Zimbabwe, the Democratic
Republic of Congo and South Africa.
Cautionary Notice
The news release may contain certain statements and expressions
of belief, expectation or opinion which are forward-looking
statements, and which relate, inter alia, to the Company's proposed
strategy, plans and objectives or to the expectations or intentions
of the Company's directors. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors
beyond the control of the Company that could cause the actual
performance or achievements of the Company to be materially
different from such forward-looking statements. Accordingly, you
should not rely on any forward-looking statements and save as
required by the AIM Rules for Companies or by law, the Company does
not accept any obligation to disseminate any updates or revisions
to such forward-looking statements.
Cantor Fitzgerald Europe, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for the Company and no-one else in connection with the
Open Offer and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Open
Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for
providing advice in relation to the Open Offer or any other matter
referred to herein. Its responsibilities as the Company's broker
under the AIM Rules are owed to the London Stock Exchange and the
Company and not to any other person in respect of his decision to
acquire Open Offer Shares in reliance on any part of this
announcement. Cantor Fitzgerald Europe has not authorised the
contents of, or any part of, this announcement and no liability
whatsoever is accepted by Cantor Fitzgerald Europe nor does it make
any representation or warranty, express or implied, as to the
accuracy of, any information or opinion contained in this
announcement or for the omission of any information. Cantor
Fitzgerald Europe expressly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement.
(MORE TO FOLLOW) Dow Jones Newswires
September 02, 2015 02:00 ET (06:00 GMT)
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