Wrap Text
Completion of Fundraising
FERRUM CRESCENT LIMITED
(Incorporated and registered in Australia and registered as an external company
in the Republic of South Africa)
(Registration number A.C.N. 097 532 137)
(External company registration number 2011/116305/10)
Share code on the ASX: FCR
Share code on AIM: FCR
Share code on the JSE: FCR
Australian ISIN: AU000000WRL8
South African ISIN: AU000000FCR2
8 November 2017
Ferrum Crescent Limited
(“FCR”, the “Company” or the “Group”) (ASX, AIM, JSE: FCR)
Completion of Fundraising
FCR, the European lead-zinc explorer, is pleased to announce that the placement,
via Beaufort Securities Limited as AIM broker for the Company, of 370,499,858 fully
paid new ordinary shares at an issue price of 0.05 pence per share (the “Placing
Shares”), as announced on 2 November 2017 (the “Placing”), has now been
completed. The Placing raised, in aggregate, approximately GBP185,250 (before
expenses).
The Placing Shares were issued to Mr Colin Bird and certain of his associates,
including African Pioneer Plc, without shareholder approval utilising the Company's
existing placement capacity under ASX Listing Rule 7.1.
The net proceeds from the Placing will be used by the Company to support its
ongoing lead-zinc exploration programme in North West Spain and for general
working capital purposes.
An Appendix 3B and Cleansing Notice are attached.
Information required under ASX Listing Rule 3.10.5A
(a) Dilution to existing shareholders as a result of the Placing is as follows:
Details Issued Shares Dilution
Number of shares on issue prior to the Placing 2,684,781,581 N/A
Placing issue under ASX Listing Rule 7.1 370,499,858 12.127%
Number of shares on issue following the Placing 3,055,281,439 N/A
The securities issued under Listing Rule 7.1 have been issued to both existing
and new security holders. The percentages of the post-Placing capital are as
follows:
• 87.88% held by pre-Placing security holders who did not participate in the
Placing;
• 5.23% held by pre-Placing security holders who did participate in the
Placing;
• 6.89% held by participants in the Placing who were not previously security
holders.
(b) The Company issued 370,499,858 shares under ASX Listing Rule 7.1 as a
placement which was considered to be the most efficient and expedient means
by which to raise funds in the current circumstances. The Placing did not expose
FCR to additional costs, a protracted process and market volatility that may have
been experienced with a pro rata issue or other type of issue in which existing
ordinary security holders would have been eligible to participate.
(c) A fee of up to 5% may be paid to brokers/advisers in connection with the Placing.
For further information on the Company, please visit www.ferrumcrescent.com or
www.fcrexploration.com or contact:
Ferrum Crescent Limited
Grant Button, Chairman (Australia)
T: +61 8 9474 2995
Laurence Read, Executive Director (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
Beaufort Securities Limited (Broker)
Elliot Hance
T: +44 (0)20 7382 8300
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams / Duncan Vasey / Heena Karani
T: +44 (0)20 7469 0930
Bravura Capital (Pty) Ltd (JSE Sponsor)
Melanie De Nysschen
T (direct): +27 11 459 5052
The information contained within this announcement is deemed by the Company to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12, 04/03/13
Name of entity
Ferrum Crescent Limited (the Company)
ABN
58 097 532 137
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 Class of securities issued or to Fully Paid Ordinary Shares
be issued
2 Number of securities issued or 370,499,858 shares issued pursuant to a
to be issued (if known) or placement via Beaufort Securities as agent for
maximum number which may be the Company (Placing Shares)
issued
3 Principal terms of the securities Fully Paid Ordinary Shares
(e.g. if options, exercise price and
expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible
securities, the conversion price
and dates for conversion)
4 Do the securities rank equally in The Placing Shares rank equally in all respects
all respects from the issue date with ordinary fully paid shares on issue.
with an existing class of quoted
securities?
If the additional securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
5 Issue price or consideration
GBP 0.0005 per share
6 Purpose of the issue
The funds raised from the issue of the Placing
(If issued as consideration for the
Shares will be used to support the Company's
acquisition of assets, clearly
on-going lead-zinc exploration programme in
identify those assets)
northwest Spain and for general working capital
purposes.
6a Is the entity an eligible entity Yes
that has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the securities the
subject of this Appendix 3B, and
comply with section 6i
6b The date the security holder
30 November 2016
resolution under rule 7.1A was
passed
6c Number of securities issued 370,499,858
without security holder approval
under rule 7.1
6d Number of securities issued Nil
with security holder approval
under rule 7.1A
6e Number of securities issued Nil
with security holder approval
under rule 7.3, or another specific
security holder approval (specify
date of meeting)
6f Number of securities issued Nil
under an exception in rule 7.2
6g If securities issued under rule N/A
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
issue date and both values.
Include the source of the VWAP
calculation.
6h If securities were issued under N/A
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
6i Calculate the entity’s remaining
Listing Rule 7.1 - 32,217,379
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1 Listing Rule 7.1A - 53,695,632
and release to ASX Market
Announcements
7 Issue dates
8 November 2017
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro
rata entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number Class
8 Number and class 3,052,981,439 Ordinary shares
of all securities quoted on ASX
(including the securities in
section 2 if applicable)
Number Class
9 Number and class of all
securities not quoted on ASX
2,300,000 Ordinary shares
issued under the
(including the securities in terms of the Ferrum
section 2 if applicable) Crescent Share Plan
GBP0.0075 options
expiring 2 February
2,000,000
2018
GBP0.02 options
expiring 2 February
2018
3,000,000
GBP0.0075 options
expiring 1 March 2018
2,000,000 GBP0.02 options
expiring 1 March 2018
GBP0.00165 options
expiring 12 May 2018
3,000,000
GBP0.003 options
expiring 29 July 2018
197,411,127
205,949,134
10 Dividend policy (in the case of a
There is currently no dividend policy in place for
trust, distribution policy) on the
the Company.
increased capital (interests)
Part 2 - Pro rata issue
11 Is security holder approval
N/A
required?
12 Is the issue renounceable or non-
N/A
renounceable?
13 Ratio in which the securities will
N/A
be offered
14 Class of securities to which the
N/A
offer relates
15 Record date to determine
N/A
entitlements
16 Will holdings on different
N/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements in
N/A
relation to fractions
18 Names of countries in which the
N/A
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
N/A
acceptances or renunciations
20 Names of any underwriters
N/A
21 Amount of any underwriting fee
N/A
or commission
22 Names of any brokers to the issue
N/A
23 Fee or commission payable to the
N/A
broker to the issue
24 Amount of any handling fee
N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on
N/A
security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
N/A
form and offer documents will be
sent to persons entitled
27 If the entity has issued options,
N/A
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
28 Date rights trading will begin (if
N/A
applicable)
29 Date rights trading will end (if
N/A
applicable)
30 How do security holders sell their
N/A
entitlements in full through a
broker?
31 How do security holders sell part
N/A
of their entitlements through a
broker and accept for the balance?
32 How do security holders dispose
N/A
of their entitlements (except by
sale through a broker)?
33 Issue date
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35 If the securities are equity securities the number the names of the 20 largest holders of the
additional securities, and the number and percentage of additional securities held by those holders
36 If the securities are equity securities, a distribution schedule of the additional securities
setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 copy of any trust deed for the additional securities
Entities that have ticked box 34(b)
38 Number of securities for which
quotation is sought
N/A
39 Class of securities for which
quotation is sought N/A
40 Do the securities rank equally in
N/A
all respects from the issue date
with an existing class of quoted
securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment
41 Reason for request for quotation
now N/A
Example: In the case of restricted securities, end
of restriction period (if issued upon conversion of
another security, clearly identify
that other security)
Number Class
42 Number and class
of all securities
quoted on ASX
(including the securities in clause
38) N/A N/A
Quotation agreement
1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may
quote the securities on any conditions it decides.
2 We warrant the following to ASX.
• The issue of the securities to be quoted complies with the law and is not
for an illegal purpose.
• There is no reason why those securities should not be granted quotation.
• An offer of the securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to give this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any securities to be quoted and
that no-one has any right to return any securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the securities be quoted.
• If we are a trust, we warrant that no person has the right to return the
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim,
action or expense arising from or connected with any breach of the warranties in
this agreement.
4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
quotation of the securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 8 November 2017
Company secretary
Print name: Grant Button
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible
entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid ordinary 1,868,632,922
securities on issue 12 months before the
issue date or date of agreement to issue
Add the following: 769,231 (25 November 2016)
• Number of fully paid ordinary 3,205,088 (22 December 2016)
securities issued in that 12 month
period under an exception in rule 7.2 275,218,025 (22 December 2016)
• Number of fully paid ordinary 322,173,789 (23 June 2017)
securities issued in that 12 month
period with shareholder approval 214,782,526 (14 September 2017)
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid 0
ordinary securities cancelled during that
12 month period
“A” 2,684,781,581
Step 2: Calculate 15% of “A”
“B” 0.15
Multiply “A” by 0.15 402,717,237
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued
or agreed to be issued in that 12 month
period not counting those issued: 370,499,858 (8 November 2017)
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
“C” 370,499,858
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 402,717,237
Note: number must be same as shown in
Step 2
Subtract “C” 370,499,858
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 32,217,379
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 2,684,781,581
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Multiply “A” by 0.10 268,478,158
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued 214,782,526 (14 September 2017)
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
“E” 214,782,526
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10 268,478,158
Note: number must be same as shown in
Step 2
Subtract “E” 214,782,526
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 53,695,632
15
8 November 2017
Company Announcements Office
ASX Limited
Level 40
Central Park
152-158 St Georges Terrace
PERTH WA 6000
Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth)
This notice is given by Ferrum Crescent Limited ACN 097 532 137 (Ferrum Crescent or the
Company) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act).
On 2 November 2017, Ferrum Crescent announced the placement of 370,499,858 new fully
paid ordinary shares of no par value in the capital of the Company (the Placing Shares).
The Placing Shares were issued today at a price of GBP0.0005 per share to raise up to
approximately GBP185,250 (before costs).
For the purposes of section 708A(6) of the Corporations Act, Ferrum Crescent advises that:
(a) the Placing Shares have been issued without disclosure to investors under Part 6D.2 of the
Corporations Act;
(b) as at the date of this notice, Ferrum Crescent has complied with:
(i) the provisions of Chapter 2M of the Corporations Act as they apply to Ferrum
Crescent; and
(ii) section 674 of the Corporations Act; and
(c) as at the date of this notice, there is no excluded information of the type referred to in
sections 708A(7) and 708A(8) of the Corporations Act.
Yours sincerely
Grant Button
Company Secretary
16
Date: 08/11/2017 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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