| Thu 5 Apr 2012, 11:59 | | AEA - African Eagle Resources plc - Placing to raise up to GBP8 million |
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AEA
AEA
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
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 40.75 per cent to
the closing mid-market price of 5.68 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 5 April 2012
Open Offer Entitlements credited to stock 10 April 2012
accounts in CREST for Eligible
Shareholders
Latest recommended time and date for 4:30p.m. on 18 April
requested withdrawal of Open Offer 2012
Entitlements from CREST
Latest time and date for depositing Open 3:00p.m. on 19 April
Offer Entitlements into CREST 2012
Latest time for splitting Application 3:00p.m. on 20 April
Forms (to satisfy bona fide market claims 2012
only)
Last time and date for receipt of Form of 11:00 a.m. on 22 April
Proxy 2012
Latest time and date for receipt of 11:00a.m. on 24 April
Application Form and payment in full 2012
under the Open Offer and settlement of
relevant CREST instructions
General Meeting 11:00a.m. on 24 April
2012
Announcement of results of the General 25 April 2012
Meeting
Announcement of results of the Placing 26 April 2012
and Open Offer
Admission and dealings in the New 26 April 2012
Ordinary Shares to commence on AIM
CREST accounts credited with New Ordinary 26 April 2012
Shares
Admission and dealings in the New 26 April 2012
Ordinary Shares 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
"Company" registered in 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
Directors" the 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
Shareholders" Shares are held in uncertified form
"Eligible Non-CREST Eligible Shareholders whose Existing Ordinary
Shareholders" Shares are held in certificated form
"Eligible Shareholders on the Ex-Entitlement Date that are
Shareholders" not 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
Shares" the 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 or
Exchange" "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
Meeting" end 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
Entitlements" the 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 Ngasano
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 11:59:01 Produced by the JSE SENS Department.
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