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CENTRAL RAND GOLD LIMITED - Up to US$4 Million Bridge Funding Facility with Bergen Global Additional Subscription to Raise US$200,000

Release Date: 07/06/2016 08:00:00      Code(s): CRD       PDF(s):  
Up to US$4 Million Bridge Funding Facility with Bergen Global Additional Subscription to Raise US$200,000

Central Rand Gold Limited
(Incorporated as a company with limited liability under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability under the laws of South Africa,
Registration number 2007/0192231/10)
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the “Company”)


The Board of Directors (“the Board”) of Central Rand Gold (“CRG” or the “Company”) is pleased
to announce the entry into the following bridge funding facility and equity subscription, in
addition to the operational, corporate and financial update as separately announced today.

   - Investment of up to US$4 million zero coupon convertible securities, comprising of an
     initial tranche of US$598,000 with the ability for up to an additional US$3.5 million to
     be provided by mutual consent.
   - Funding provided by New York based fund, Bergen Global Opportunity Fund, LP, an
     institutional investor.
   - Staged funding potentially minimises dilution to existing shareholders.
   - A number of contractual limitations on Bergen's exit have been agreed to between
     Bergen and the Company, e.g. no short selling of CRG shares is permitted, and Bergen
     has agreed limits to the number of shares it is permitted to sell when it exits its
   - Concurrent subscription to raise US$200,000 at a premium with two high net worth
   - Proceeds to be used for general working capital purposes and capital improvements to
     the Company’s milling circuit.

Bergen Bridge Funding
The Company announces that it has entered into a convertible securities issuance deed (the
“Agreement”) with Bergen Global Opportunity Fund, LP (“Bergen”), an institutional
investment fund managed by Bergen Asset Management, LLC, a New York asset management
firm, in connection with an issuance by the Company of zero coupon convertible securities
having a nominal amount of up to US$4,098,000 (the “Convertible Securities”).

The Convertible Securities will (subject to the satisfaction of certain customary conditions) be
issued in tranches and the Company will make an announcement of the issue of each
Convertible Security. The initial Convertible Security will have the nominal value of US$598,000
and will be issued shortly. Any subsequent Convertible Securities will be issued at a time agreed
between the Company and Bergen and will be purchased at their nominal value. The aggregate
nominal value of any subsequent Convertible Securities issued will be determined by mutual
consent of the Company and Bergen but will not exceed US$3,500,000.

Each of the Convertible Securities will have a term of 24 months.
The Convertible Securities will (subject to the satisfaction of certain customary conditions) be
convertible into ordinary shares of the Company (the “Shares”), in whole or in part, at the
option of Bergen. The Company will make an announcement each time any Convertible
Securities are converted in whole or in part and will specify in such announcement the relevant
conversion price, which will be, at Bergen’s election: (a) 90% of the average of five daily
volume-weighted average prices of the Shares on AIM during a specified period preceding the
relevant conversion and (b) £0.0372.

The Investor has agreed to certain limitations on its ability to dispose of the Shares following a
conversion of the Convertible Securities. Further, Bergen does not, and has contractually
agreed not to, and to cause its affiliates not to, short-sell the Company's shares.

In connection with the Agreement:

   (A)    the Company has issued to Bergen 3,785,513 Shares by way of a commencement fee
          in relation to the overall funding. The Company has applied for admission of these
          Shares to trading on AIM, and this is expected to become effective on or about 10
          June 2016;

   (B)    the Company has issued to Bergen 2,800,000 Shares at par. The Company has
          applied for admission of these Shares to trading on AIM, and this is expected to
          become effective on or about 10 June 2016. Bergen may be required to make a
          further payment to the Company once all of the obligations of the Company under
          the Agreement have been finally met and no amount remains outstanding to Bergen,
          depending on the price of Shares at such time; and

   (C)    the Company has agreed that it will issue 4,800,000 warrants with an exercise period
          of 36 months from the date of issue (the “Warrants”) to Bergen entitling Bergen (or
          any subsequent holder of the Warrants) to subscribe for one Share per Warrant at
          the exercise price equal to £0.0372.

The Convertible Securities will only be issued to the extent that the Company has corporate
authority to do so and in accordance with other applicable rules and regulations.

Applications will be made to the London Stock Exchange for any Shares issued and allotted on
exercise of the Warrants or conversion of the Convertible Securities to be admitted to trading
on AIM.

The proceeds for the issue of the Shares and the Convertible Securities will be used by the
Company for general working capital purposes and capital improvements to the Company’s
milling circuit.


In addition, the Company has today undertaken a subscription to raise US$200,000 through the
subscription of 4,620,005 new ordinary shares (the “Subscription Shares) at an issue price of
3.0 pence per ordinary share (the "Issue Price") (the "Subscription"). The Subscription Shares
have been conditionally subscribed for by two high net worth individuals including an existing
shareholder. The investors are not related to Bergen. The Issue Price represents a premium of
approximately 20% per cent. to the closing price of 2.50 pence per ordinary share on 6 June
2016. The Subscription Shares are not being made available to the public and are not being offered or
sold in any jurisdiction where it would be unlawful to do so.

The Subscription Shares will, when issued and fully paid, rank pari passu with the existing
ordinary shares, including the right to receive all dividends and other distributions declared,
made or paid after the date of admission. No temporary documents of title will be issued.

The Subscription Shares have been allotted by the Company, conditional only upon Admission.
Application will be made to the London Stock Exchange and to the JSE Limited ("JSE") for the
Subscription Shares to be admitted to trading on AIM and AltX. It is expected that Admission
will become effective and that dealings will commence on AIM at 8.00 a.m. (UK time) and on
AltX at 9.00 a.m. (South African time) on 10 June 2016 ("Admission").

Following the issue of the 6,585,513 Ordinary Shares to Bergen and the 4,620,005 Subscription
Shares, the Company will have 141,400,341 Shares in issue with each Share carrying the right
to one vote. There are no Shares currently held in treasury. The total number of voting rights
in the Company is therefore 141,400,341 and this figure may be used by shareholders as the
denominator for the calculations by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Disclosure Rules and
Transparency Rules published by the United Kingdom Listing Authority.

For further information, please contact:
Central Rand Gold                                                   +27 (0) 87 310 4400
Lola Trollip / Nathan Taylor

Panmure Gordon (UK) Limited – Nominated Adviser & Broker           +44 (0) 20 7886 2977
Adam James / James Greenwood

Merchantec Capital – JSE Sponsor                                    +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez

Jenni Newman Public Relations Proprietary Limited                    +27 (0) 11 506 735
Jenni Newman

7 June 2016

Merchantec Capital

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