TIDMRBD
RNS Number : 4687S
Reabold Resources PLC
02 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release 2 October 2017
Reabold Resources plc ("Reabold" or the "Company")
Proposed subscription to raise a total of GBP1.76 million
Directors' Dealings
Total voting rights
Reabold, the AIM listed investment company operating in the
natural resources sector, is pleased to announce a proposed
subscriptionof a total of 352,000,000 new ordinary shares of 0.1
pence each (the "Ordinary Shares") in the capital of the Company
(the "SubscriptionShares") at a price of 0.5 pence per Subscription
Share (the "Subscription Price"). The proposed subscription will
raise, in aggregate, GBP1.76 million (before expenses) (the
"Subscription"). The Subscription has been arranged by the Company
and Turner Pope Investments (TPI) Limited as its agent, and the
proceeds will allow the Company to pursue further investment
opportunities in accordance with its investing policy.
The placing and issue of shares announced on 20 September 2017
(the "Placing") utilised nearly all of the Directors' current
authorities to issue new ordinary shares free of pre-emption
rights. Accordingly, on 22 September 2017 the Company announced
that it was posting a notice to shareholders of the Company
("Shareholders") convening a general meeting (the "GM") on 12
October 2017 to consider increasing the authority of the Directors.
The Subscription, therefore, is conditional on Shareholder approval
being given at the GM.
Saltwind Enterprises Limited ("Saltwind"), a company of which
Jeremy Edelman, Director, is a director and shareholder, and which
owns 11.3% of the Company's issued share capital has subscribed
GBP50,000 for 10,000,000 new Ordinary Shares under the
Subscription. Accordingly, this subscription is a related party
transaction under the AIM Rules. Anthony Samaha, the Director
independent of the transaction, considers, having consulted with
the Company's nominated adviser, that the terms of the transaction
are fair and reasonable so far as Shareholders are concerned.
Subsequent to the issue of the Subscription Shares, Saltwind
will be interested in 144,000,000 Ordinary Shares or 9.3% of the
Company's issued share capital and Saltwind and Jeremy Edelman
together, will be interested in 169,000,000 Ordinary Shares or
11.0% of the Company's enlarged issued share capital.
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities.
Enquiries:
Reabold Resources plc
Jeremy Edelman +44 (0) 20 7440
Anthony Samaha 0640
Beaumont Cornish Limited - Nominated
Adviser and Joint Broker
Roland Cornish +44 (0) 20 7628
Felicity Geidt 3396
Whitman Howard Limited - Joint
Broker
Nick Lovering +44 (0) 20 7659
Grant Barker 1234
Turner Pope Investments (TPI)
Ltd - Joint Broker +44 (0) 20 3621
Andy Thacker 4120
Details of the Subscription
The Subscription Shares, when issued, will represent
approximately 22.85 per cent. of the Company's enlarged issued
share capital following completion of the Subscription. The
Subscription Price of 0.5 pence per share represents a discount of
approximately 44.44 per cent. to the closing mid-market price of
0.90 pence per Ordinary Share on 29 September 2017, being the
latest practicable date prior to the publication of this
Announcement.
Further to Shareholder approval, the Subscription Shares, when
issued, will be fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Application has been made for the Subscription Shares to be
admitted to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange"), ("Admission"), and
Admission is expected to take place on or around 13 October
2017.
Settlement for the Subscription Shares, and Admission is
expected to take place on or before 8.00 a.m. on 13 October 2017.
The Subscription is conditional upon, among other things,
Shareholder approval, Admission becoming effective and any
agreements not being terminated in accordance with their terms.
Total Voting Rights
Following completion of the Subscription, the number of shares
in issue will be 1,540,415,896.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail in
respect of the PDMR subscribing for Placing Shares as described
above.
Jeremy Edelman
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------
a) Name Jeremy Edelman
--- ------------------------ -----------------------------
2 Reason for notification
--- -------------------------------------------------------
a) Position / status Chairman
--- ------------------------ -----------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ -----------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -------------------------------------------------------
a) Name Reabold Resources plc
--- ------------------------ -----------------------------
b) LEI 2138006DR8T8XE87OC49
--- ------------------------ -----------------------------
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 Ordinary shares of 0.1 pence
the financial each in Reabold Resources
instrument, type plc
of instrument ISIN GB00B95L0551
Identification
code
--- ------------------------ -----------------------------
Nature of the Subscription of new ordinary
transaction shares as described above
--- ------------------------ -----------------------------
c) Price(s) and Price(s) Volumes(s)
volumes(s) ----------- -----------
0.5 pence 10,000,000
----------- -----------
--- ------------------------ -----------------------------
d) Aggregated information n/a
--- ------------------------ -----------------------------
e) Date of the transaction 2 October 2017
--- ------------------------ -----------------------------
f) Place of the London Stock Exchange, AIM
transaction (XLON)
--- ------------------------ -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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