TIDMSHG
RNS Number : 9531O
Shanta Gold Limited
18 October 2012
18 October 2012
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor any part of it constitutes an
offer to sell or issue or the solicitation of an offer to buy,
subscribe or acquire any new ordinary shares or any securities in
any jurisdiction in which any such offer or solicitation would be
unlawful and the information contained herein is not for
publication or distribution, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
South Africa or any jurisdiction in which such publication or
distribution would be unlawful. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933 (as amended), under the securities legislation of any
state of the United States or under the applicable securities laws
of Australia, Canada, Japan or South Africa.
SHANTA GOLD LIMITED
(incorporated and registered in the Island of Guernsey under
number 43133)
("Shanta" or the "Company")
Shanta announces oversubscribed $35m equity financing
Further to the announcement yesterday, Shanta is pleased to
announce that 127,988,856 new ordinary shares ("Ordinary Shares")
in the Company (the "Placing Shares") have been successfully placed
by Liberum Capital Limited ("Liberum Capital") with institutional
and other investors (the "Equity Placing").
The placing price has been set at 17 pence per share (the
"Placing Price"). The Placing Price is equivalent to a 18.6%
discount to the closing mid-market price of an Ordinary Share on
the AIM market of the London Stock Exchange plc ("AIM") on 16
October 2012. Accordingly, subject to the satisfaction of certain
conditions, the Equity Placing will raise gross proceeds of
approximately GBP21.8 million (approximately US$35 million). The
Placing Shares represent approximately 38% of Shanta's issued share
capital prior to the Equity Placing.
Mike Houston, CEO of Shanta, commented:
"Having to raise equity finance at the beginning of my tenure as
CEO has not been an ideal start. However I have been hugely
encouraged by the levels of support we have received from the vast
majority of our existing shareholders, and from a wide range of new
institutional shareholders. We have executed a well oversubscribed
financing which will now allow us to deliver on our business plan;
whilst also bringing on valuable new board members and advisors in
the process. On a more personal level, I particularly welcome the
significant investments made by members of our operational
management team. To my mind this is a strong endorsement of our
collective belief in the Shanta story."
73,529,412 Placing Shares (the "Firm Placing Shares") have been
placed firm and are to be issued by the Company further to the
directors' authority to allot Ordinary Shares for cash on a
non-pre-emptive basis (the "Firm Placing"). An additional
54,459,444 Placing Shares (the "Conditional Placing Shares") have
been placed with investors conditional on shareholder approval of
resolutions to increase the authorised share capital of the Company
and to authorise the directors of the Company to allot authorised
but unissued shares (the "Shareholder Resolutions") at a general
meeting of the Company to be convened on or around 14 November 2012
(the "General Meeting") (the "Conditional Placing").
The Company will be applying for admission of the Firm Placing
Shares to trading on AIM ("First Admission"). It is expected that
admission to trading or quotation and listing of the Firm Placing
Shares on AIM will take place on or around 22 October 2012.
Following First Admission there will be 407,368,023 Ordinary Shares
in issue.
The Company will also apply for admission of the Conditional
Placing Shares, the issue of which is subject to shareholder
approval of the Shareholder Resolutions, to trading on AIM ("Second
Admission"). It is expected that admission to trading or quotation
and listing of the Conditional Placing Shares on AIM will take
place on or around 15 November 2012. Following Second Admission
there will be 461,827,467 Ordinary Shares in issue.
The Placing Shares will, when issued, be credited as fully paid
and will rank in full for all dividends and other distributions
declared, made or paid after First Admission or Second Admission
(as applicable) in respect of the Ordinary Shares then in issue and
will otherwise rank on First Admission or Second Admission (as
applicable) pari passu in all respects with the existing ordinary
shares of the Company.
Following the publication of a circular which will contain a
notice convening the General Meeting, the timing of the admission
and settlement of the Conditional Placing Shares will be
confirmed.
The Firm Placing is conditional, among other things, upon First
Admission becoming effective. The Conditional Placing is
conditional, among other things, upon shareholder approval of the
Shareholder Resolutions at the General Meeting and First Admission
and Second Admission becoming effective. The Firm Placing is not
conditional on the Conditional Placing.
In addition to commission to be paid to Liberum Capital in
connection with the Equity Placing, the Company has agreed to grant
a warrant to Liberum Capital (or to such person as Liberum Capital
shall direct) conditional on First Admission, over 6,399,443
Ordinary Shares (the "Warrants") exercisable at any time within
three years of grant with an exercise price per Ordinary Share
equal to the Placing Price.
Related Party Transactions
Shanta's Non Executive director, Ketan Patel (together with
entities affiliated to him) has agreed to subscribe for 10,960,906
Conditional Placing Shares in the Equity Placing. Following this
subscription, Ketan Patel's beneficial holding in the Company
(together with entities affiliated to him) will increase to
45,005,484 Ordinary Shares representing 9.74% of the enlarged
issued share capital of the Company following Second Admission.
In addition to Ketan Patel's participation in the Equity
Placing, Edward Johnstone (Director) and Michael Houston (Director)
of the Company have agreed to subscribe for respectively 45,000 and
182,682 Ordinary Shares in the Conditional Placing. Following these
subscriptions, Edward Johnstone's and Michael Houston's beneficial
holdings in the Company will be, respectively, 250,000 Ordinary
Shares representing 0.05 per cent and 182,682 Ordinary Shares
representing 0.04 per cent of the enlarged issued share capital of
the Company following Second Admission.
The placing of these new Ordinary Shares to the above directors
is classified as a transaction with a related party for the
purposes of Rule 13 of the AIM Rules for Companies. In accordance,
therefore, with the AIM Rules, the directors of the Company, with
the exception of Edward Johnstone, Michael Houston and Ketan Patel,
having consulted with the Company's nominated adviser, Liberum
Capital, consider that the terms of the transaction are fair and
reasonable insofar as the Company's shareholders are concerned.
Adjustment to 8.5% Convertible Loan Notes 2017 (the "Notes")
In accordance with the Terms and Conditions of the Notes, an
adjustment is required to be made to the Conversion Price (as
defined in the Terms and Conditions) as a consequence of the
Placing Price and the exercise price of the Warrants being set at a
price which is less than 90% of the Current Market Price (as
defined in the Terms and Conditions). The Conversion Price is
currently GBP0.2953. With effect from Second Admission the
Conversion Price will be adjusted to GBP0.2795.
Enquiries:
Shanta Gold Limited Tel: +255 (0) 22 2601 829
Mike Houston / Edward Johnstone
Nominated Adviser and Broker
Liberum Capital Limited Tel: + 44 (0) 20 3100 2000
Michael Rawlinson / Clayton Bush
/ Christopher Kololian
Public Relations
FTI Consulting Tel: +44 (0)20 7269 7100
Billy Clegg / Oliver Winters
This Announcement is for information only and does not contain
or constitute an offer of, or the solicitation of an offer to buy,
securities in Australia, Canada, Japan, South Africa or the United
States or any jurisdiction in which the same would be unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), under the securities legislation of any state
of the United States or under the applicable securities laws of
Australia, Canada, Japan or South Africa. The securities referred
to herein may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Japan or South Africa. Any failure to comply
with these restrictions may constitute a violation of U.S.,
Australian, Canadian, Japanese or South African securities laws, as
applicable. No public offer of the Company's securities is being or
will be made in the United Kingdom, the United States, Australia,
Canada, Japan, South Africa or elsewhere. No action has been taken
by the Company or Liberum Capital that would permit an offering of
the securities referred to herein or possession or distribution of
this Announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Liberum Capital
to inform themselves about, and to observe, any such
restrictions.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Liberum Capital or by any of their respective affiliates or agents
as to or in relation to the accuracy or completeness of this
Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is hereby expressly
disclaimed.
Liberum Capital, which is authorised and regulated by the
Financial Services Authority ("FSA") is acting for the Company in
connection with the Equity Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum Capital or for providing
advice in relation to the Equity Placing.
This Announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Canada, Australia, Japan, South Africa or any jurisdiction
in which the same would be unlawful.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this Announcement is subject to change without notice
and neither the Company nor Liberum Capital assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein.
Any indication in this Announcement of the price at which
Ordinary Shares have been placed cannot be relied upon as a guide
to future performance.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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