TIDMPGD
RNS Number : 7456Y
Patagonia Gold PLC
07 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS
OF SUCH JURISDICTION.
PATAGONIA GOLD PLC
("Patagonia Gold" or the "Company")
Result of General Meeting and Open Offer
On 21 November 2017, Patagonia Gold (AIM: PGD) announced
proposals to raise GBP7.76 million (gross) (approximately US$10.24
million) by way of an issue of, in aggregate, 775,725,279 New
Shares at a price of 1 pence per New Share, further details of
which were set out in the circular dispatched to Shareholders on
that day (the "Circular").
The Fundraising, comprising a Subscription of 378,787,878
Subscription Shares and an Open Offer of 396,937,401 Open Offer
Shares, was conditional upon, inter alia, the passing of the
Resolutions at the General Meeting.
Commenting on this announcement, Christopher van Tienhoven, CEO
of Patagonia Gold said:
"We are pleased to have secured the funding for the exercise of
the Calcatreu Option. Capital markets continue to be challenging
for junior resource companies and we are delighted to have received
the continuing strong support for this Fundraising of US$10.24
million from existing shareholders and in particular from the
Miguens-Bemberg family of Argentina who show unwavering commitment
to our company, whilst also enabling all shareholders to
participate through the Open Offer.
We remain confident in and committed to the future of Patagonia
Gold, with improving operational performance at Cap-Oeste as
production ramps up to target levels and a stabilisation in the
political and economic environment in Argentina. These funds will
enable us now to exercise the Calcatreu Option, adding this highly
prospective deposit to our portfolio of assets with a view to
delivering an enhancement in value to all Shareholders."
General Meeting
In order to comply with the City Code on Takeovers and Mergers,
Resolution 1, concerning the waiver of obligations under Rule 9 of
the City Code in connection with the participation of Mr Carlos J.
Miguens, directly and through his controlled entity Cantomi, in the
Fundraising (the "Whitewash Resolution"), was passed by means of a
poll of Independent Shareholders. Accordingly, the Concert Party
did not vote on the Whitewash Resolution. Votes cast pursuant to
the poll on the Whitewash Resolution were 240,884,705 in favour and
38,881,553 against.
Accordingly, the Company is pleased to announce that, at its
General Meeting held today, all of the Resolutions set out in the
Notice of General Meeting, were duly passed.
Open Offer
Under the Open Offer, Qualifying Shareholders were able to
subscribe for Open Offer Shares on the basis of 1 Open Offer Share
for every 4 Existing Ordinary Shares held on the Record Date (being
17 November 2017). The Open Offer closed for acceptances at 11.00
a.m. on 6 December 2017.
The Open Offer Shares were not placed subject to clawback nor
were they underwritten, but Mr Miguens applied for his direct and
Cantomi's Open Offer Entitlements being, in aggregate, 148,060,168
Open Offer Shares, as well as, through Cantomi, all of the
remaining Open Offer Shares under the Excess Application
Facility.
Qualifying Shareholders, other than Mr Miguens, applied for, in
aggregate, 79,966,171 Open Offer Shares pursuant to their Open
Offer Entitlements and all Qualifying Shareholders who validly
applied for Open Offer Shares pursuant to their Open Offer
Entitlements will receive the full amount of Open Offer Shares they
applied for.
As a result, 168,911,062 Open Offer Shares were available under
the Excess Application Facility and valid acceptances were received
in respect of 240,696,537 Excess Open Offer Entitlements,
representing excess applications of approximately 142.5 per cent.
above those available under the Excess Application Facility. The
Directors have determined that, save for Cantomi, each Qualifying
Shareholder applying for Excess Open Offer Entitlements will
receive the full amount of their excess application pursuant to the
Excess Application Facility and that Cantomi will be scaled back
and will receive 155,032,428 Open Offer Shares pursuant to the
Excess Application Facility.
Accordingly, Patagonia Gold has received valid acceptances in
respect of 775,725,279 Open Offer Shares from Qualifying
Shareholders, which represents 100 per cent. of the Open Offer
Shares offered.
Use of Proceeds
As set out in the circular dated 21 November 2017, the Company
intends using the proceeds raised pursuant to the Subscription and
Open Offer, together with existing cash resources and loan
facilities, to fund the exercise of the Calcatreu Option, which
would allow the Company to acquire the Calcatreu gold-silver
project located in the Rio Negro province of Argentina. The
Directors believe that the Calcatreu gold-silver project represents
an excellent opportunity for the Company to acquire a high grade
> 1 million ounce deposit with significant exploration upside
potential and has the potential to be a 10+ year open pit mining
operation with its existing resource base delivering an enhancement
in value to Shareholders.
Admission
Application has been made to the London Stock Exchange for
775,725,279 New Shares to be admitted to trading on AIM pursuant to
the Fundraising. It is expected that Admission will occur at 8.00
a.m. on 11 December 2017.
Following Admission, the Company's total issued share capital
will comprise 2,363,474,884 Ordinary Shares with voting rights.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in,
securities of the Company under the FCA's Disclosure and
Transparency Rules. The New Shares will rank pari passu in all
respects with the existing Ordinary Shares in issue, including the
right to receive all dividends and other distributions
declared.
Interests in Ordinary Shares
Mr Miguens, Chairman of the Company, through Cantomi, subscribed
for 378,787,878 Subscription Shares and has been allotted, in
aggregate, 303,092,596 Open Offer Shares, directly and through
Cantomi. Accordingly, following Admission:
- Mr Miguens will be interested in, in aggregate, 1,274,121,151
Ordinary Shares, representing approximately 53.91 per cent. of the
Company's Enlarged Share Capital and if Mr Miguens exercised the
Options held by him, and no other options or convertibles were
exercised, his maximum interest in Ordinary Shares would be, in
aggregate, 1,298,621,151 Ordinary Shares and his aggregate holding
would constitute approximately 54.38 per cent. of the then voting
rights in the Company.
- the Concert Party will be interested in, in aggregate,
1,430,570,270 Ordinary Shares, representing approximately 60.53 per
cent. of the Company's Enlarged Share Capital. In addition, Mr
Miguens and Mr Tanoira, have also previously been granted the
Options and on exercise of the Options in full, and no other
options or convertibles are exercised, the Concert Party's maximum
interest in Ordinary Shares would be, in aggregate, 1,458,789,270
Ordinary Shares and the Concert Party's aggregate holding would
constitute approximately 60.99 per cent. of the then voting rights
in the Company.
The Directors' interests following completion of the Fundraising
are as follows:
Number of
Ordinary
Shares interested
New Ordinary Total number in upon
Shares subscribed of Ordinary Admission
for, in Shares as a percentage No. of
aggregate, held following of the Enlarged options
Name of Director in the Fundraising Admission Share Capital held
Carlos J. Miguens 3,415,506 17,077,532 0.72 -
Cantomi(1) 299,677,090(3) 1,257,043,619 53.19 24,500,000
-------------------- ---------------- ------------------- -----------
Total for Carlos
J. Miguens 303,092,596 1,274,121,151 53.91 24,500,000
Christopher van
Tienhoven - 2,329,075 0.10 10,000,000
Gonzalo Tanoira - 10,691,576 0.45 -
Capifox SA(2) - 6,711,157 0.28 3,719,000
-------------------- ---------------- ------------------- -----------
Total for Gonzalo
Tanoira - 17,402,733 0.73 3,719,000
Manuel de Prado - 4,035,660 0.17 750,000
Notes:
(1) Carlos J. Miguens is deemed to be beneficially interested in
the Ordinary Shares held by Cantomi
(2) Gonzalo Tanoira is deemed to be beneficially interested in
the Ordinary Shares held by Capifox
(3) Includes 378,787,878 Subscription Shares subscribed for pursuant to the Subscription
The Concert Party's aggregate interest on Admission, following
completion of the Fundraising, is as follows:
Number of
Ordinary
Interest Number Shares interested
in Ordinary of Ordinary in assuming
Shares Shares exercise
as a interested of the Options
percentage in assuming in full as
of the exercise a percentage
Interest Enlarged of the of the further
in Ordinary Share Options enlarged
Shares Capital Options in full* share capital*
On Admission 1,430,570,270 60.53 28,219,000 1,458,789,270 60.99
*assuming no other options or convertibles are awarded or
exercised and no other shares are issued.
On Admission, as the Ordinary Shares in which the Concert Party
will be interested together carry more than 50 per cent. of the
voting rights in the Company, it will therefore be free (subject as
set out in Note 4 to Rule 9.1 of the City Code) to increase its
aggregate holding of Ordinary Shares without any obligation to make
a general offer for the Company under the provisions of Rule 9 of
the City Code.
In addition, as the Ordinary Shares in which Mr Miguens (both
directly and through Cantomi) will be interested on Admission
together carry more than 50 per cent. of the voting rights in the
Company, Mr Miguens and Cantomi will therefore be free (subject as
set out in Note 4 to Rule 9.1 of the City Code) to increase its
aggregate holding of Ordinary Shares without any obligation to make
a general offer for the Company under the provisions of Rule 9 of
the City Code.
Intentions of the Concert Party
As set out in the Circular, the Concert Party has confirmed that
it is not proposing, following any increase in its shareholding as
a result of the Fundraising and the exercise of any of the Options,
to seek any change in the general nature of the Company's
business.
The Directors intend to continue to conduct the business of the
Company in the same manner as it is currently conducted and there
are no plans to introduce any material change to the business of
the Company.
The members of the Concert Party have no intention to cause the
Company to cease to maintain any of the trading facilities in
respect of the Ordinary Shares.
Defined terms used in this announcement not otherwise defined
shall have the same meaning as those terms defined and used in the
Circular.
For more information, please contact:
Christopher van Tienhoven, Chief Executive Officer
Patagonia Gold Plc
Tel: +54 11 5278 6950
Angela Hallett / Richard Tulloch
Strand Hanson Limited
Tel: +44 (0)20 7409 3494
PDMR Notification
1. Details of the person discharging managerial
responsibilities / person closely associated
--- ---------------------------------------------------------------
a) Name Carlos Miguens
--- ------------------------------- ------------------------------
2. Reason for the Notification
--- ---------------------------------------------------------------
a) Position/status Director of the Company
--- ------------------------------- ------------------------------
b) Initial notification/amendment Initial notification
--- ------------------------------- ------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- ---------------------------------------------------------------
a) Name Patagonia Gold Plc
--- ------------------------------- ------------------------------
b) LEI 213800CUO61FNURZ7N7
--- ------------------------------- ------------------------------
4. Details of the transaction(s):section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date;
and (iv)each place where transactions have
been conducted
--- ---------------------------------------------------------------
a) Description of the Ordinary shares of 1p each
Financial instrument, in the share capital of the
type of instrument Patagonia Gold Plc
--- ------------------------------- ------------------------------
Identification code GB0003049409
--- ------------------------------- ------------------------------
b) Nature of the Transaction Participation in Subscription
and Open Offer
--- ------------------------------- ------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- ------------
1 pence 303,092,596
---------- ------------
--- ------------------------------- ------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume
Price
--- ------------------------------- ------------------------------
e) Date of the transaction 8 December 2017
--- ------------------------------- ------------------------------
f) Place of the transaction Outside a trading venue
--- ------------------------------- ------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMUGGQWPUPMGQM
(END) Dow Jones Newswires
December 07, 2017 11:38 ET (16:38 GMT)
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