Wrap Text
AEA - African Eagle Resources plc - Placing to raise up to GBP8 million, open
offer to raise up to GBP4 million and notice of General Meeting
African Eagle Resources plc
Incorporated in England and Wales
(Registration number 3912362)
(AIM share code: AFE AIM ISIN: GB0003394813)
(JSE share code: AEA JSE ISIN: GB0003394813)
PLACING TO RAISE UP TO GBP8 MILLION, OPEN OFFER TO RAISE UP TO GBP4 MILLION
AND NOTICE OF GENERAL MEETING
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
African Eagle hereby announces that the Ex Entitlement Date for the Open Offer
announced today is 10th April 2012, and not 5 April 2012 as per the
announcement issued earlier today.
This announcement serves as a formal notification to shareholders of an
amendment to the timetable set out on page 4 of the circular dated 5 April
2012 which is being posted to shareholders.
In addition, the section of the previously issued announcement which refers to
the discount to the closing mid-market price of 5.68p of 40.75% has been
amended to state the correct closing mid-market price of 5.63p, a 28.95%
discount.
The full text of the amended announcement follows:
PLACING TO RAISE UP TO GBP8 MILLION
OPEN OFFER TO RAISE UP TO GBP4 MILLION
NOTICE OF GENERAL MEETING
Highlights of the Transactions:
* Commitments procured to subscribe for up to 200,000,000 new Ordinary
Shares at a price of 4 pence per share to raise gross proceeds of up to
GBP8 million before expenses and the issue of Placing Warrants to
subscribe up to 100,000,000 new Ordinary Shares at 5.5 pence per share.
* Announcement of a non-underwritten Open Offer to Eligible Shareholders of
up to 100,000,000 new Ordinary Shares at 4 pence per share to raise gross
proceeds of up to GBP4 million.
* The Proceeds of the issue of Placing Shares to fund the technical
definition phase of the bankable feasibility study at Dutwa.
* Notice is given of a General Meeting of shareholders to approve the
Resolutions necessary to give effect to the Placing and Open Offer.
For further information please contact:
African Eagle Resources Plc +44 (0)207 248 6059
Trevor A. Moss
Canaccord Genuity Securities Limited +44 (0) 207 523 8000
(Nomad and Joint Broker)
Rob Collins
Andrew Chubb
Ocean Equities Limited (Joint Broker) +44 (0) 207 786 4370
Guy Wilkes
Will Slack
This announcement has been issued by, and is the sole responsibility of,
African Eagle. Ocean Equities Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting as Joint
Broker in connection with the Placing and Open Offer and will not be
responsible to any other person for providing the protections afforded to its
customers nor for providing advice in relation to the contents of this
announcement or any other transaction, arrangement or matter referred to
herein. Canaccord Genuity Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as Nomad and
Joint-Broker in connection with the Placing and Open Offer and will not be
responsible to any other person for providing the protections afforded to its
customers nor for providing advice in relation to the contents of this
announcement or any other transaction, arrangement or matter referred to
herein.
IMPORTANT NOTICE
The information in this press release is not for release, publication or
distribution, directly or indirectly, in or into the United States, Canada,
Japan or Australia.
The information in this press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of, the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would require preparation of further prospectuses or
other offer documentation, or be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any such
jurisdiction.
The information in this press release does not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities in the
United States. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933 (the "Securities
Act"). The securities mentioned herein may not be offered or sold in the
United States except pursuant to an exemption from the registration
requirements of the Securities Act. There will be no public offer of
securities in the United States.
The information in this press release may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
1. Introduction
The Board of African Eagle Resources plc ("African Eagle", or the "Company")
today announces its intention to raise (i) up to GBP8 million (before
expenses) by way of a conditional placing of 200,000,000 Placing Shares at the
Placing Price and the issue of Placing Warrants over 100,000,000 new Ordinary
Shares exercisable at 5.5 pence per share; and (ii) up to GBP4 million (before
expenses) by way of an open offer made to Eligible Shareholders of up to
100,000,000 Open Offer Shares at the Placing Price. The Placing will be
subject to a minimum amount raised of GBP6.9 million. Neither the Placing nor
the Open Offer are underwritten.
The Company intends to use the proceeds raised by the Placing and the Open
Offer to contribute towards the funding of the BFS at the Company`s Dutwa
nickel project in Tanzania ("Dutwa Project").
The Placing and the Open Offer are conditional upon, inter alia, the passing
by Shareholders of the Resolutions at the Company`s General Meeting to be
convened for 11:00 a.m. on 24 April 2012 and Admission. The Placing and the
Open Offer are also conditional on the Placing Agreement between the Company,
the Directors, Canaccord and Ocean becoming unconditional and not being
terminated in accordance with its terms. Applications will be made to the
London Stock Exchange for the New Ordinary Shares to be admitted to trading on
AIM and to the JSE for the New Ordinary Shares to be admitted to trading on
AltX. It is anticipated that, subject to (amongst other things) passing of the
Resolutions, Admission will take place and dealings in the New Ordinary Shares
will commence on AIM at 8:00 a.m. on 26 April 2012 and on AltX at 9.00 a.m. on
26 April 2012. The Placing Warrants will not be listed or admitted to trading
on AIM, AltX or any other investment exchange.
Further details of the Placing and the Open Offer are set out below.
The following Directors intend to participate in the Placing: Trevor Moss,
Mark Parker, Christopher Pointon and Andrew Robertson for 1,187,500, 750,000,
750,000 and 182,500 Placing Shares respectively on exactly the same terms as
the other investors.
Julian McIntyre, a non-executive Director, is interested in 46,030,761
Ordinary Shares through the shareholding of his family`s trust company,
Allard. Allard intends to participate in the Placing by subscribing for
32,500,000 Placing Shares. Geoffrey Cooper, who was a non-executive Director,
resigned from the Board with immediate effect on 4 April 2012. Additionally,
certain of the Directors, being Euan Worthington, Mark Parker and Christopher
Davies will resign from the Board at the General Meeting. Following this, the
Board will comprise Dr Christopher Pointon, Don Newport and Julian McIntyre as
non-executive Directors and Trevor Moss and Andrew Robertson as executive
Directors. The interim Chairman of the Company will be Dr. Christopher
Pointon.
2. Background to the Placing and the Open Offer
Since December 2008, African Eagle`s strategic focus has been on the
development of the Dutwa Project, located about 25 kilometres south of Lake
Victoria and 110 kilometres east of Mwanza. The Dutwa Project, discovered in
June 2008, consists of two deposits (the Wamangola and Ngasamo deposits)
within blankets of laterite and weathered and oxidized rock on the tops of low
hills. The Ngasamo deposit is approximately 6km west of the Wamangola deposit.
The Dutwa Project has a JORC resource of 98.6 million tonnes at 0.93% Ni
reported using a 0.43% Ni metal equivalent cut-off (Ni metal equivalent takes
into account the recovery and metal price relationship between the nickel and
cobalt metals contained in the ore to define all payable metal content in the
form of Ni). The Wamangola deposit contains 60.3 million tonnes comprising a
46.2 million tonne Indicated Resource at 0.93% Ni and a 14.1 million tonne
Inferred Resource at 0.82% Ni. The Ngasamo deposit contains 38.2 million
tonnes at 0.97% Ni. The Dutwa Project offers mining from two hilltop deposits
and straightforward low consumption atmospheric acid leaching, leading to
strong economics.
The Company currently holds a 90% interest in the Wamangola deposit, with an
option to acquire up to 100%.
Additionally, the Company currently holds a 35 per cent interest in the
prospecting licence for the Ngasamo deposit. The prospecting licence is held
by PMRCL. Safina a.s, via a wholly owned subsidiary, holds a majority of
PMRCL`s issued share capital. The Company has agreed principle commercial
terms for an option and joint venture agreement with Safina a.s. (the "Option
and JV Agreement Terms") under which the Company holds its current 35 per
cent. interest in PMRCL`s rights to the licence covering the Ngasamo deposit.
Under the Option and JV Agreement Terms, the Company also has an option to
increase its interest in the licence covering the Ngasamo deposit up to a
maximum of 75 per cent of the entire interest. In order to increase its
interest from 35 per cent to 50 per cent., the Company must conduct and fully
fund (at its sole cost) all work required to promote the resource at the
Ngasamo deposit to Indicated category. This resource promotion work is
currently underway and is nearing completion. Subject to the Company
successfully increasing its interest in PMRCL`s rights to the Ngasamo licence
to 50 per cent, the Company may then be able to increase its interest in
PMRCL`s licence to 75 per cent. This would involve, amongst other things, the
Company funding the inclusion of the Ngasamo deposit in the BFS. Depending on
whether Safina a.s. contributes to this funding and the level of this
contribution, the Company`s interest in the Ngasamo deposit licence could
increase to between 51 per cent and 75 per cent of PMRCL`s interest.
Additionally, the Option and JV Agreement provides that following the
completion of the BFS, the interests in Wamangola and Ngasamo may be combined.
Safina a.s. (through its subsidiary) would then become a participant
(alongside the Group) in the entire Dutwa Project based on its ownership
value in Ngasamo as a proportion of the Dutwa Project taken as a whole.
African Eagle has begun work on the BFS, which will take place in two phases.
The Company is aiming to complete the BFS around the end of 2012 and to
publish the study in early 2013. Dependent on the results of the BFS, the
Company is aiming to commence construction of the Dutwa mine during 2013 and
the Directors anticipate that first production may take place as early as late
2015. Production is expected to be around 27,000 tonnes per annum of nickel
metal in either a mixed sulphide or mixed hydroxide precipitate concentrate,
using a nominal plant throughput rate of 3 million tonnes per annum.
Key operational highlights
The following details the recent key operational highlights achieved by the
Company:
* subscription agreement for a 10% equity share in the Company signed with
the IFC, a member of the World Bank Group investing GBP3.1 million, as
announced on 4 January 2012;
* revision of the Board (as described below) at the end of 2011 and
beginning of 2012;
* drilling programme designed to extend the Wamangola JORC resource and to
upgrade the remaining portion it from Inferred to Indicated category
completed in February 2012;
* drilling programme designed to extend the Ngasamo JORC resource and to
upgrade it from Inferred to Indicated category completed in November
2011;
* appointment of Lycopodium Minerals Pty Ltd of Perth, Western Australia as
engineer to prepare the BFS;
* SGS Metallurgy of Perth, Western Australia selected to perform pilot-
scale hydrometallurgical testing in Perth;
* atmospheric tank leaching selected as the metallurgical process method to
be employed at Dutwa; and
* Aidan Schoonbee appointed as project manager for the BFS.
Corporate
The Company had a cash balance of approximately GBP4 million as at 12 March
2012.
The Company recently introduced changes at Board level through the appointment
of Trevor Moss and Andrew Robertson as executive Directors and Dr Christopher
Pointon and Don Newport as non-executive Directors. Trevor Moss has extensive
experience of mine development, with his most recent success being the
building of Nevsun Resources` Bisha Project in Eritrea. Trevor led the team
that was responsible for the construction, project management, completion and
successful start up of the Bisha mine. Andrew Robertson has a wide range of
operational experience at senior finance levels in the mining, downstream
chemicals, and engineering sectors. He has extensive experience in fund
raising. Don Newport and Christopher Pointon will provide additional expertise
in support of the development of the Dutwa Project and improve compliance with
current best practice in corporate governance. Don previously led the global
mining finance department of Standard Bank, while Christopher had previously
led BHP Billiton`s Stainless Steel Materials division.
Geoffrey Cooper, who was a non-executive Director, resigned from the Board
with immediate effect on 4 April 2012. Additionally, certain of the Directors,
being Euan Worthington, Mark Parker and Chris Davies, will resign from the
Board with effect from the General Meeting.
3. Use of Proceeds of the Placing and Open Offer
The Company intends to use the proceeds of the Placing to fund the current
phase of the BFS, including:
(a) further investigation of Dutwa`s geology and upgrading resources from
Inferred to Indicated category at both Ngasamo and Wamangola;
(b) geotechnical studies and pit optimisation;
(c) drilling for bulk ore metallurgy samples for use in bench scale testwork
and pilot scale testwork; and
(d) Process, infrastructure and technical engineering to investigate:
(i) selection of a mixed hydroxide product or mixed sulphide product;
(ii) two stage leach process;
(iii)the potential for ore beneficiation; and
(iv) results from process optimisations using pilot plant run representing
Dutwa plant operation for years 1 to 3.
The funds from the issue of the Placing Shares will, subject to Admission,
raise gross proceeds for the Company of up to GBP8 million which the Directors
expect will be sufficient to fund the current phase of the BFS through August
2012. Any funds raised from the Open Offer and exercise of the Placing
Warrants will, subject to Admission, and provided that all Open Offer Shares
are subscribed for and all Placing Warrants are exercised, raise gross
proceeds for the Company of up to GBP9.5 million which the Directors expect
will be used to contribute to the final phase of the BFS and for general
working capital purposes. However, there is no guarantee that any of the Open
Offer Shares will be subscribed for or any of the Placing Warrants will be
exercised. In any event, even if all of the Open Offer Shares are subscribed
for under the Open Offer and all Placing Warrants are exercised, further
funding will still be required in due course to complete the final phase of
the BFS.
The final phase of the BFS is expected to include:
(a) Pilot Plant run(s) representing operation for years 4 to 10 of the Dutwa
Project;
(b) completion of limestone study;
(c) completion of project logistics study;
(d) financial and economic studies;
(e) completion of environmental and social assessments; and
(f) completion of the BFS.
In the event that Shareholders do not approve the Resolutions required to
issue shares for the Placing and Open Offer at the General Meeting, the
Company would need to seek alternative means of financing the BFS and to fund
its working capital needs. There can be no guarantee that such alternative
sources of funding will be found for either the current or final phases of the
BFS.
4. Principal Terms of the Placing
The Company proposes to raise gross proceeds of up to GBP8 million by the
allotment and issue of the Placing Shares at 4 pence per Placing Share
pursuant to the terms of the Placing Agreement.
Under the Placing Agreement, Ocean and Canaccord have, as the Company`s
agents, conditionally agreed to use their respective reasonable endeavours to
place the Placing Shares and Placing Warrants with institutional investors.
The Placing is conditional, inter alia, upon:
(i) the passing of the Resolutions;
(ii) the Placing Agreement becoming unconditional, which includes a
requirement for Ocean and/or Canaccord to receive binding commitments
from placees to subscribe for a minimum number of 172,500,000 Placing
Shares, and the Placing Agreement not having been terminated in
accordance with its terms; and
(iii) Admission of the Placing Shares having become effective by not later
than 26 April 2012 or such later time and/or date as Canaccord and Ocean
may in their absolute discretion determine (but, in any event, not later
than 4 May 2012).
If any of the conditions set out in the Placing Agreement are not satisfied or
waived (where possible), the Placing Shares and Placing Warrants will not be
issued under the Placing. The Placing Shares, and once exercised any Ordinary
Shares issued pursuant to the Placing Warrants, will be issued fully paid and
will rank pari passu in all respects with the Existing Ordinary Shares, and
will rank in full for all dividends and other distributions declared, made or
paid on or after Admission in respect of the Ordinary Shares.
Applications will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM and to the JSE for the Placing Shares to be
admitted to trading on AltX. It is expected that, subject to the passing of
the Resolutions, Admission will become effective and dealings in the Placing
Shares will commence on AIM at 8:00 a.m. on 26 April 2012 and on AltX at 9:00
a.m. on 26 April 2012. The Placing Warrants will not be listed or admitted to
trading on AIM, AltX or any other investment exchange.
The Placing Shares represent an increase of 43.9 per cent in the Company`s
Existing Ordinary Shares. Following Admission, the Company will have
655,095,698 Ordinary Shares in issue (provided none of the Open Offer Shares
have been taken up and also provided that no options or warrants, including
the Placing Warrants, have been exercised), none of which are held in
treasury.
The Placing Price represents a discount of approximately 28.95 per cent. to
the closing mid-market price of 5.63 pence per Existing Ordinary Share on 4
April 2012.
IFC is investing GBP1.3m in cash in the Placing on a fully independent basis
and on the same terms and conditions as the other investors in the Placing.
Solely by virtue of its existing shareholding in the Company of 10 per cent.,
IFC`s investment constitutes a related party transaction for the purposes of
Rule 13 of the AIM Rules for Companies. In light of the above, the Directors
consider, having consulted with Canaccord (the Company`s nominated advisor),
that the terms of IFC`s participation in the Placing are fair and reasonable
insofar as the Shareholders are concerned.
In addition, Allard, a company of which Julian McIntyre (non-executive
Director of the Company) is interested is investing GBP1.3m in cash in the
Placing on the same terms and conditions as the other investors in the
Placing. By virtue of Julian McIntyre`s directorship in the Company this
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies. The Directors, other than Julian McIntyre, consider,
having consulted with Canaccord, that the terms of Allard`s participation in
the Placing are fair and reasonable insofar as the Shareholders are concerned.
5. Principal Terms of the Open Offer
The Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in the fundraising.
Accordingly, the Company is proposing to raise up to approximately GBP4
million (before expenses) by way of the Open Offer.
The Open Offer has been structured such that the maximum amount that can be
raised by the Company under the Open Offer will not exceed the sterling
equivalent of Euro5 million. This maximum limit has been set to ensure that
the Company is not required to produce an approved prospectus pursuant to
section 85 of FSMA. The issue of a prospectus would considerably increase the
costs of the fundraising and it would take much longer to complete, as any
such prospectus would require the prior approval of the UKLA. Based on a
GBP:Euro exchange rate of 0.83, this means that the maximum amount which can
be raised under the Open Offer is approximately GBP4,150,000.
On, and subject to the terms and conditions of the Open Offer, the Company
invites Eligible Shareholders, being only Shareholders who are resident in the
United Kingdom on the Ex Entitlement Date, to apply for their Basic
Entitlement of Open Offer Shares at the Placing Price. Each Eligible
Shareholder`s Basic Entitlement has been calculated on the basis of 11 Open
Offer Shares for every 50 Existing Ordinary Shares held at the Record Date.
Eligible Shareholders are also invited to apply for additional Open Offer
Shares in accordance with the Excess Entitlement. Any Open Offer Shares not
issued to an Eligible Shareholder pursuant to their Basic Entitlement will be
apportioned between those Eligible Shareholders who have applied for the
Excess Entitlement at the sole discretion of the Board, provided that no
Eligible Shareholder shall be required to subscribe for more Open Offer Shares
than he or she has specified on the Application Form or through CREST.
The Open Offer Shares have not been and are not intended to be registered or
qualified for sale in any jurisdiction other than the United Kingdom.
Accordingly, unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Application Form will not be sent to Existing
Shareholders with registered addresses in any jurisdiction other than the
United Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. Applications from any such person will
be deemed to be invalid. If an Application Form is received by any Shareholder
whose registered address is elsewhere but who is in fact a resident or
domiciled in a territory other than the United Kingdom, he/she should not seek
to take up his/her allocation.
The terms of the Open Offer are contained in Part III of the Circular which is
being sent to Shareholders containing details of the Placing and the Open
Offer and notice of the General Meeting.
6. Circular and General Meeting
The Circular, containing details of the Placing and the Open Offer, is
expected to be posted to Shareholders on 5 April 2012. For the purposes of
effecting the Placing and the Open Offer, the Resolutions will be proposed at
the General Meeting. At the end of the Circular, you will find a notice of the
General Meeting, which is to be held at the offices of Mayer Brown
International LLP, 201 Bishopsgate, London EC2M 3AF at 11.00 a.m. on 24 April
2012. The full text of the Resolutions is set out in that notice.
Sponsor
Merchantec Capital
5 April 2012
APPENDIX I:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Record Date for the Open Offer 5:00 p.m. on 2 April 2012
Publication and posting of the Circular, 5 April 2012
Application Form and Form of Proxy
Ex Entitlement Date 10 April 2012
Open Offer Entitlements credited to stock 10 April 2012
accounts in CREST for Eligible Shareholders
Latest recommended time and date for requested 4:30p.m. on 18 April 2012
withdrawal of Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer 3:00p.m. on 19 April 2012
Entitlements into CREST
Latest time for splitting Application Forms (to 3:00p.m. on 20 April 2012
satisfy bona fide market claims only)
Last time and date for receipt of Form of Proxy 11:00 a.m. on 22 April 2012
Latest time and date for receipt of Application 11:00a.m. on 24 April 2012
Form and payment in full under the Open Offer and
settlement of relevant CREST instructions
General Meeting 11:00a.m. on 24April 2012
Announcement of results of the General Meeting 25 April 2012
Announcement of results of the Placing and Open 26 April 2012
Offer
Admission and dealings in the New Ordinary Shares 26 April 2012
to commence on AIM
CREST accounts credited with New Ordinary Shares 26 April 2012
Admission and dealings in the New Ordinary Shares 26 April 2012
to commence on AltX
Definitive share certificates for the New 5 May 2012
Ordinary Shares to be dispatched (if appropriate)
by
If any of the details contained in the timetable above should change, the
revised time and dates will be notified to Shareholders by means of a
Regulatory Information Service (as defined in the AIM Rules) announcement. All
events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting and
assume that the General Meeting is not adjourned. In this announcement, all
references to times and dates are to those observed in London, United Kingdom.
APPENDIX II:
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" AIM Admission and AltX Admission, as the case may be
"African Eagle" or African Eagle Resources plc, a company registered in
"Company" England and Wales with company number 3912362
"AIM" the market of that name operated by the London Stock
Exchange
"AIM Admission" the admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with the AIM
Rules
"AIM Rules" the AIM Rules for Companies governing the admission
to and operation of AIM published by the London
Stock Exchange as amended from time to time
"Allard" Allard Services Limited, the family trust vehicle of
Julian McIntyre
"AltX" the alternative exchange of the JSE
"AltX Admission" the admission of the New Ordinary Shares to trading
on AltX becoming effective in accordance with the
rules governing the admission to and operation of
AltX published by the JSE in force from time to time
"Application Form" the application form relating to the Open Offer and
enclosed with the Circular for use by Eligible
Shareholders
"Articles" the articles of association of the Company (as
amended from time to time)
"Basic Entitlement" entitlement to subscribe for Open Offer Shares,
allocated to an Eligible Shareholder pursuant to the
Open Offer as described in Part III of the Circular
"BFS" the bankable feasibility study relating to the Dutwa
Project, due to be completed around the end of Q4
2012 and to be published in Q1 2013
"Board" or "the the directors of the Company, as at the date of the
Directors" Circular.
"Canaccord" Canaccord Genuity Securities Limited, a company
incorporated in England and Wales, with registered
number 02814897, whose registered office is at 7th
Floor, Cardinal Place, 80 Victoria Street, London
SW1E 5JL, the Company`s nominated adviser and joint
broker
"Closing Date" the date on which the Open Offer will close, being
11:00 a.m. on 24 April 2012 or such later time and
date as the Directors and Joint Brokers may agree
"Circular" means the circular to be issued by the Company in
connection with the Placing and Open Offer and the
General Meeting on or around 5 April 2012;
"City Code" the City Code on Takeovers and Mergers
"CREST" the relevant system (as defined in the Uncertified
Securities Regulations 2001 (SI 2001 No 3875)) for
the paperless settlement of trades and the holding
of uncertificated securities, operated by Euroclear
UK & Ireland Limited, in accordance with the same
regulations
"Enlarged Share the issued Ordinary Share capital of the Company
Capital" immediately following Admission comprising the
Existing Ordinary Shares and the New Ordinary Shares
assuming full subscription under the Open Offer and
the Placing and assuming full exercise of all
options and warrants including the Placing Warrants
"Eligible CREST Eligible Shareholders whose Existing Ordinary Shares
Shareholders" are held in uncertified form
"Eligible Non-CREST Eligible Shareholders whose Existing Ordinary Shares
Shareholders" are held in certificated form
"Eligible Shareholders on the Ex-Entitlement Date that are not
Shareholders" resident in a Restricted Jurisdiction.
"Ex-Entitlement Date" the date on which the Ordinary Shares are marked ex
for entitlement under the Open Offer, being 5 April
2012.
"Excess Entitlement" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the total number
of Open Offer Shares, allocated to an Eligible
Shareholder pursuant to the Open Offer as described
in Part III of the Circular
"Existing Ordinary the 455,095,698 Ordinary Shares in issue as at the
Shares" date of this announcement being the entire issued
share capital of the Company prior to the Placing
and the Open Offer
"Form of Proxy" the form of proxy for use in connection with the
General Meeting
"FSA" the Financial Services Authority of the UK
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"General Meeting" the general meeting of the Company convened for
11.00 a.m. on 24 April 2012 (or any adjournment
thereof), notice of which is set out in the Circular
"Group" together the Company and its subsidiary undertakings
"IFC" International Financial Corporation, an
international organization established by agreement
among its member countries and having an office at
2121 Pennsylvania Avenue N.W., Washington, District
of Columbia 20433, U.S.A.
"Johannesburg Stock JSE Limited, a company duly registered and
Exchange" or "JSE" incorporated with limited liability under the
company laws of the Republic of South Africa under
registration number 2005/022939/06, licensed as an
exchange under the Securities Services Act 2004
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Ni" Nickel
"Notice of General the notice of the General Meeting set out at the end
Meeting" of the Circular
"Ocean" Ocean Equities Limited, a company registered in
England and Wales with company number 3994976 whose
registered office is at 3 Copthall Avenue, London,
EC2R 7BH
"Offer Period" the period starting on 5 April 2012 and ending on
the Closing Date
"Open Offer" the offer to Eligible Shareholders, constituting an
invitation to apply for the Open Offer Shares on the
terms and subject to the conditions set out in the
Circular and, in the case of Eligible Non-CREST
Shareholders, in the Application Form.
"Open Offer entitlements to subscribe for shares pursuant to the
Entitlements" Basic Entitlement and Excess Entitlement
"Open Offer Shares" up to 100,000,000 new Ordinary Shares to be issued
pursuant to the Open Offer
"Ordinary Shares" ordinary shares of one pence each in the capital of
the Company having the rights and being subject to
the restrictions contained in the Articles
"Placing" the conditional non pre-emptive placing undertaken
by Canaccord and Ocean as agents for the Company of
the Placing Shares at the Placing Price and the
Placing Warrants with institutional investors
pursuant to the terms of the Placing Agreement
"Placing Agreement" the placing agreement dated 4 April 2012 between (1)
the Company (2) the Directors (3) Canaccord and (4)
Ocean providing for, inter alia, the Placing and
Admission
"Placing Price" 4 pence per Ordinary Share
"Placing Shares" up to 200,000,000 new Ordinary Shares which have
been conditionally placed with institutional
investors pursuant to the Placing and subject to the
terms and conditions in the Placing Agreement
"Placing Warrant" means the warrants over up to 100,000,000 new
Ordinary Shares to be issued to institutional
investors and which are exercisable up to a year
after the date of Admission at 5.5 pence per share
pursuant to the placing and subject to the terms and
conditions in the Placing Agreement
"PMRCL" Precious Metals Refinery Company Limited, the holder
of the licence relating to the Ngasamo deposit.
"Prospectus Rules" the rules made by the Financial Services Authority
pursuant to sections 73A(1) and (4) of FSMA
"Record Date" 5:00p.m. on 2 April 2012
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General Meeting
"Restricted any jurisdiction except the UK. Jurisdictions
Jurisdiction" outside the UK include, but are not limited, to
Australia, Spain, Guernsey, Guatemala, Croatia, Isle
of Man, Jersey, Holland, Thailand, The United
Republic of Tanzania and the Republic of South
Africa.
"Shareholders" registered holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern
Ireland
"UKLA" the Financial Services Authority acting in its
capacity as the competent authority for the purposes
of Part VI of FSMA
A reference to GBP is to pounds sterling, being the lawful currency of the UK.
A reference to US$ is to United States of America (USA) dollars, being the
lawful currency of the USA.
A reference to Euro or Euro is to the lawful currency of the Euro area.
Date: 05/04/2012 14:50:01 Supplied by www.sharenet.co.za
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