Serabi Gold plc (AIM: SRB) (TSX: SBI), the Brazilian focused gold
exploration and development company, advises that, following a
previous announcement that on 1 October 2012 that Company had
entered into a conditional underwritten share placement to raise
gross proceeds of UK£ 16,2 million, it has now issued and posted to
all shareholders notice of a General Meeting of shareholders to
approve a waiver of an obligation under Rule 9 of the City Code on
Takeovers and Mergers ("the Waiver"). The General Meeting is
scheduled to take place at 10.00 am on 16 January 2013 at the
offices of Farrer & Co LLP at 66 Lincoln's Inn Fields, London
WC2A 3LH.
1. INTRODUCTION On 1 October 2012, the
Board announced that it had entered into a conditional subscription
agreement with Fratelli Investments to subscribe for and underwrite
a placement of new Ordinary Shares to raise £ 16.2 million to
finance the development and start-up of underground mining
operations at its Palito gold mine.
Further details of the Subscription Agreement and Loan Agreement
together with the Notice of General Meeting to approve the Waiver
are contained in the circular being posted to Shareholders today
(the "Document"). The Document and this announcement have been
posted on the Company's website at www.serabigold.com and are also
available on SEDAR at www.sedar.com.
Fratelli Investments and parties acting in concert with it,
currently owns 19,257,317 Existing Ordinary Shares which represents
21.1 per cent. of the Existing Ordinary Share Capital. In the event
that there are no other subscribers for the new Ordinary Shares,
the Concert Party will on Completion be interested in up to a
maximum of 291,744,816 Ordinary Shares, representing 80.2 per cent.
of the Second Diluted Enlarged Ordinary Share Capital. Without a
waiver of the obligations under Rule 9 of the City Code, the
Subscription could require the Concert Party to make a general
offer for the entire issued and to be issued share capital of the
Company not already held by the Concert Party. The Panel has agreed
with the Company to grant such a waiver, subject to the passing at
the General Meeting by Independent Shareholders (being Shareholders
other than the members of the Concert Party) of the Whitewash
Resolution, to be taken on a poll.
2. THE SUBSCRIPTION On 1 October 2012, the
Company entered into a conditional subscription agreement with
Fratelli Investments to subscribe for and underwrite a placement of
new Ordinary Shares to raise £ 16.2 million to finance the
development and start-up of underground mining operations at its
Palito gold mine. The investment by Fratelli Investments will take
the form of:
(a) A subscription for 90,403,000 new Ordinary Shares at the
Subscription Price of 6 pence per new Ordinary Share which will, in
aggregate with Fratelli Investments' existing shareholding, provide
Fratelli Investments with 29.9 per cent. of the Enlarged Ordinary
Share Capital of the Company immediately on Completion; and
(b) A conditional subscription for up to a further 179,597,000
new Ordinary Shares at a subscription price of 6 pence per new
Ordinary Share, such number to be reduced by any subscriptions for
new Ordinary Shares from third party investors.
The Subscription Price of 6 pence per new Ordinary Share
represented a 25 per cent. discount to the 30 day volume weighted
average closing mid-market price of an Ordinary Share as at 30
September 2012. Completion of the Subscription is conditional
upon:
(a) Approval of the Independent Shareholders of the Company on a
poll at a general meeting of the waiver of any obligations of
Fratelli Investments to make a general offer to Shareholders
pursuant to Rule 9 of the City Code; and (b) Admission of the new
Ordinary Shares to AIM and the TSX.
Under the Subscription Agreement, Fratelli Investments may
notify Serabi that it wishes to terminate the Subscription
Agreement with immediate effect in the event that:
(a) Serabi notifies Fratelli Investments that there is a
material adverse change in the financial condition of the Company
and/or any of its subsidiaries; or (b) If an event of default
occurs under the Loan Agreement.
The Company has additionally undertaken to Fratelli Investments
under the Subscription Agreement to procure that each member of the
Serabi Group shall, prior to completion of the Subscription, except
with the prior written consent of Fratelli Investments (such
consent not to be unreasonably withheld or delayed):
(a) Until the earlier of:
(i) the completion of the Subscription;
(ii) the voting down of the whitewash resolution in the
Document; and
(iii) such date that the Board of the Company reasonably
believes that the whitewash resolution in the Document will be
voted down
not create, allot or issue (or enter into any negotiations or
reach any agreement (legally or otherwise) to create, allot or
issue) any shares or securities or grant any option, warrant or
right to subscribe or convert any securities into shares, or
require the allotment or issue of any such shares or securities
whether conditional or otherwise at an issue price of less than 6
pence per Ordinary Share;
(b) Not dispose of the whole or part of its undertaking or enter
into any negotiations, or reach any agreement, with regard to any
such disposal (whether conditional or otherwise). For the avoidance
of doubt, this shall include not entering into or agreeing to enter
into any off-take or other agreement relating to any future
production of the Group; and
(c) Not enter into any contract or arrangement that is not on an
arm's length basis.
The Company has entered into conditional agreements with brokers
to use their reasonable endeavours to place the Third Party Shares
with institutional and other investors (other than the Concert
Party) at the Subscription Price. Further details of these
arrangements are set out in paragraph 6.1.10 of Part IV of the
Document.
Immediately on completion of the Subscription, Fratelli
Investments will receive an underwriting fee to be satisfied by the
issue of New Warrants to subscribe for new Ordinary Shares. The
number of New Warrants will be calculated on the basis of one New
Warrant for every ten Third Party Shares subscribed for. The New
Warrants will be exercisable at a subscription price of 10 pence
per Ordinary Share for a period of two years from the date of
completion of the Subscription.
3. THE LOAN AGREEMENT Fratelli Investments
has also provided on 1 October 2012 an interim secured short term
loan facility of US$6 million (equivalent to approximately £ 3.8
million at the exchange rate of £ 1:US$1.59 as at 2 October 2012)
to the Company to provide additional working capital to the Company
and to enable the Company to commence the necessary mine
development and plant refurbishment works immediately. Drawdown
under the Loan Agreement was subject to a number of conditions
precedent including the execution of the security agreements. As at
6 December 2012, the last practicable date prior to the publication
of this announcement, US$4.5 million had been drawn down under the
short term loan facility. The Company intends that the Loan
Agreement will be repaid from the proceeds of the Subscription. The
Loan Agreement is for a period of six months and for a maximum of
US$6 million and will be drawn-down in up to 4 separate
instalments. Interest is chargeable at the rate of 12 per cent. per
annum and the facility will attract a 3 per cent. arrangement fee.
In the event that the funds advanced under the Loan Agreement are
repaid prior to the end of the loan period, a penalty will accrue
equivalent to the lower of 3 months' interest or the remaining
interest that would be chargeable to the end of the loan period,
which is expected to amount to US$226,444 on repayment of the Loan
Agreement following completion of the Subscription. The Loan
Agreement is secured against the entire share capital of Serabi
Mining Limited a subsidiary of Serabi and the 99.99 per cent.
shareholder of Serabi Mineração SA, which is the licence holder for
the Palito Mine. In addition, the Company has also made a charge in
favour of Fratelli Investments over all current and future sums
owed by Serabi Mineração SA to Serabi Gold plc.
4. RULE 9 OF THE TAKEOVER CODE The
Subscription gives rise to certain considerations under the
Takeover Code. Brief details of the Panel, the Takeover Code and
the protections they afford are set out below. The Takeover Code is
issued and administered by the Panel. The Takeover Code applies to
all takeover and merger transactions, however effected, where the
offeree company is, inter alia, a listed or unlisted public company
with its registered offices and its place of central management and
control in the United Kingdom. The Company is such a company and
its Shareholders are entitled to the protections afforded by the
Takeover Code.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a single transaction or a series of transactions over a
period of time, interests in securities which (taken together with
securities in which he is already interested and in which persons
acting in concert with him are interested) carry 30 per cent. or
more of the voting rights of a company which is subject to the
Takeover Code, that person is normally required by the Panel to
make a general offer to all the remaining shareholders of that
company to acquire their shares. Similarly, when any person
individually or a group of persons acting in concert, already holds
interests in securities which in aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold
shares carrying more than 50 per cent. of such voting rights, that
person may not normally acquire further securities without making a
general offer to the shareholders of that company to acquire their
shares. An offer under Rule 9 must be made in cash and at the
highest price paid by the person required to make the offer, or any
person acting in concert with him, for any interest in shares of
the company during the 12 months prior to the announcement of the
offer.
For the purposes of the Takeover Code, Fratelli Investments
together with its Connected Persons and other persons acting in
concert with it, full details of whom are set out in the Document,
form the Concert Party. The Concert Party is currently beneficially
interested in 19,257,317 Ordinary Shares, representing
approximately 21.1 per cent. of the Existing Ordinary Share
Capital. Immediately following completion of the Subscription, the
minimum and maximum interests of the Concert Party are set out
below:
Maximum
Minimum Maximum Minimum Interest
Interest Interest Interest in the
in in in Diluted Second
Enlarged Enlarged Enlarged Diluted
Ordinary Ordinary Ordinary Enlarged
Concert Party Member Share Share Share Ordinary
Capital on Capital on Capital on Share
Completion Completion Completion Capital on
Completion
---------- ---------- ---------- ----------
(Notes (Notes (Notes (Notes
3,6) 3,7) 4,6) 5,7)
---------- ---------- ---------- ----------
Fratelli Investments Limited
(Note 1) 29.90% 79.61% 33.60% 79.69%
Piero Solari Donaggio (Note
2) - - - -
Sandro Solari Donaggio (Note
2) - - - -
Carlo Solari Donaggio (Note
2) - - - -
Nicolas Bañados (Note 8) 0.44% 0.44% 0.48% 0.50%
Jorge Arancibia Pascal (Note
9) 0.01% 0.01% 0.01% 0.01%
Total 30.35% 80.07% 34.08% 80.20%
---------- ---------- ---------- ----------
Note 1 Fratelli Investments Limited is a 99.9 per cent. owned subsidiary of
Inversiones Menevado Dos Limitada which is itself a 99.97 per cent.
owned subsidiary of Inversiones Menevado Limitada which is itself a
96.92 per cent. owned subsidiary of Inversiones Megeve Capital
Limitada. The shareholders of Inversiones Megeve Capital Limitada
comprise Asesorias e Inversiones Barolo Limitada, which is controlled
by Piero Solari Donaggio and his dependants, Asesorias e Inversiones
Brunello Limitada, which is controlled by Sandro Solari Donaggio and
his dependants and Asesorias e Inversiones Sangiovese Limitada, which
is controlled by Carlo Solari Donaggio and his dependants. Further
details are set out below in paragraph 3 of Part B of this Part II of
the Document.
Note 2 Piero Solari Donaggio, Sandro Solari Donaggio and Carlo Solari
Donaggio are the sole directors and the ultimate beneficial
shareholders of Fratelli Investments.
Note 3 The Enlarged Ordinary Share Capital comprises the Existing Ordinary
Shares and the Subscription Shares.
Note 4 The Diluted Enlarged Ordinary Share Capital comprises the Existing
Ordinary Shares, the Subscription Shares, the new Ordinary Shares
issued on exercise of the Existing Warrants and the new Ordinary
Shares issued on exercise of the New Warrants.
Note 5 The Second Diluted Enlarged Ordinary Share Capital comprises the
Existing Ordinary Shares, the Subscription Shares and the new
Ordinary Shares issued on exercise of the Existing Warrants.
Note 6 Assumes that third parties subscribe for all the Third Party Shares
and that Fratelli Investments subscribes for the Minimum Subscription
and receives the maximum number of New Warrants as an underwriting
fee.
Note 7 Assumes that there are no third party subscribers for the
Subscription Shares and Fratelli Investments therefore subscribes for
all the Subscription Shares issued by the Company pursuant to the
Subscription Agreement.
Note 8 Nicolas Banados, an attorney-in-fact of Fratelli Investments,
directly owns 144,282 Ordinary Shares. In addition, Nicolas Banados
is the beneficial owner of 50 per cent. of the share capital of
Asesorias e Inversiones Asturias Limitada which beneficially owns 25
per cent. of the units in Fondo de Inversion Privado Santa Monica.
Asesorias e Inversiones Asturias Limitada is interested in 159,665
Ordinary Shares and Fondo de Inversion Privado Santa Monica is
interested in 1,300,000 Ordinary Shares and 216,666 Existing
Warrants. Accordingly, Nicolas Banados is interested in aggregate,
directly and indirectly, in 1,603,947 Ordinary Shares and 216,666
Existing Warrants.
Note 9 Jorge Arancibia Pascal, an attorney-in-fact of Fratelli Investments,
is the beneficial owner of 85 per cent. of the share capital of
Asesorias e Inversiones Hipa Limitada which is interested in 37,370
Ordinary Shares.
Full details of the Concert Party's interest are set out in Part
A of Part II of the Document.
As set out in Part D of Part II of the Document, the Concert
Party currently own 2,487,499 Existing Warrants which were
subscribed for by the Concert Party pursuant to the share placement
by the Company on 24 January 2012. At such time the Concert Party's
maximum interest in Serabi, assuming full exercise of its holding
of the Existing Warrants, would have been less than 29.9 per cent.
Accordingly, there was no requirement at the time of issue of the
Existing Warrants to the Concert Party to seek a waiver from the
Panel as there would have been no obligation to make a mandatory
offer for the Company following the exercise of the Existing
Warrants. Furthermore, the new Ordinary Shares to be issued on the
exercise of the Existing Warrants on completion of the Proposals as
set out in the Document, would represent only 1 per cent. of the
Diluted Enlarged Ordinary Share Capital. Accordingly, the
Independent Directors, who have been so advised by Beaumont
Cornish, believe that the inclusion of the Existing Warrants within
the Waiver is fair and reasonable and in the best interests of the
Independent Shareholders and the Company as a whole. In giving its
advice, Beaumont Cornish has taken account of the commercial
assessments of the Independent Directors.
The Takeover Panel has agreed to waive the obligation of the
Concert Party to make a general offer that would otherwise arise as
a result of its participation in the Subscription, subject to the
approval of Independent Shareholders. Accordingly, the Resolution
is being proposed at the General Meeting to approve the Waiver and
will be taken on a poll. No member of the Concert Party will be
entitled to vote on that resolution and accordingly no member of
the Concert Party will do so.
If on Completion of Subscription the Concert
Party holds less than 50 per cent. of the Company's voting share
capital but more than 30 per cent., any further increases in the
Concert Party's interests in Ordinary Shares following Completion
will be subject to the provisions of Rule 9.
If however, on Completion of the Subscription
the Concert Party holds more than 50 per cent. of the Company's
voting share capital, the Concert Party may be able to increase its
aggregate shareholding in the Company without incurring any
obligation under Rule 9 to make a general offer to the Company's
other Shareholders. Under the Takeover Code, whilst each member of
the Concert Party continues to be treated as acting in concert,
each member will be able to increase further his respective
percentage shareholding in the voting rights of the Company without
incurring an obligation under Rule 9 to make a general offer to
Shareholders to acquire the entire issued share capital of the
Company. However, individual members of the Concert Party will not
be able to increase their percentage shareholding through or
between a Rule 9 threshold, without the consent of the
Panel.
5. INTENTIONS OF THE CONCERT PARTY Other
than the right of Fratelli Investments to appoint up to a further
two non-executive directors to the Board of the Company pursuant to
the Subscription Agreement, the Concert Party is not intending to
seek any changes to the Board and has confirmed that it is its
intention that, following the increase in its shareholding as a
result of its participation in the Subscription, the business of
the Company will be continued in substantially the same manner as
it is at present, with no major changes. With this in mind, there
will be no repercussions on employment or the location of the
Company's places of business and no redeployment of the Company's
fixed assets. The Concert Party is also not intending to prejudice
the existing employment rights, including pension rights, of any of
the employees or management of the Group nor to procure any
material change in the conditions of employment of any such
employees or management or to take any steps to amend the Company's
share trading facilities in force at the date of the Document.
The Company, Beaumont Cornish and Fratelli Investments have
entered into the Lock-in and Relationship Agreement dated 10
December 2012 which governs the relationship between the Company
and Fratelli Investments and the acquisition and disposal and
dealings in Ordinary Shares following Admission by members of
Fratelli Investments. Details of the Lock-in and Relationship
Agreement are set out in paragraph 6.1.7 of Part IV of the
Document.
6. RELATED PARTY TRANSACTIONS AIM As
Fratelli Investments is currently interested in more than 10 per
cent. of the issued ordinary share capital of the Company, the
Subscription Agreement and the Lock-in and Relationship Agreement
are related party transactions for the purposes of Rule 13 of the
AIM Rules. For the purposes of the AIM Rules, The Directors of
Serabi consider, having consulted with the Company's nominated
adviser, Beaumont Cornish, that the terms of the Subscription
Agreement and the Lock-in and Relationship Agreement are fair and
reasonable insofar as Shareholders are concerned. The Directors
have taken into account in particular that the Subscription
Agreement conditionally provides the full funding of US$18 million
identified by the preliminary economic assessment, issued on 29
June 2012, as being the capital required to reopen the Palito mine
as well as additional working capital for the Company until such
time as cash flow is generated from the Palito mine. Furthermore,
proceeds from the Subscription Agreement will enable the Company to
repay amounts drawn down under the Loan Agreement.
TSX As a result of Fratelli Investments' shareholding in Serabi,
the Subscription Agreement and the Loan Agreement are related party
transactions for Serabi under Canadian securities laws pursuant to
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI
61-101"). In accordance with MI 61-101, Serabi is relying on
the exemption from the requirement to obtain minority shareholder
approval of the Subscription and the Loan Agreement and the
requirement to obtain a formal valuation in connection with the
Subscription available for transactions supported by an arm's
length shareholder that holds at least 20 per cent. of the Existing
Ordinary Share Capital and a greater shareholding interest that
that of the Concert Party. In particular, Eldorado Gold Corporation
which is interested 21,340,000 Ordinary Shares, equivalent to
approximately 23.38 per cent. of Existing Ordinary Share Capital,
confirmed to Serabi that it supported the Subscription and the Loan
Agreement.
7. ADMISSION TO AIM Application will be
made for the Subscription Shares to be admitted to trading on AIM.
It is expected that Admission will become effective and dealings in
the Subscription Shares will commence on 22 January 2013. The new
Ordinary Shares will when issued and fully paid, rank in all other
respects pari passu with the Existing Ordinary Shares in issue
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
8. GENERAL MEETING The Document contains
the Notice of General Meeting. The General Meeting is to be held at
Farrer & Co LLP at 66 Lincoln's Inn Fields, London, WC2A 3LH at
10.00 a.m. on 16 January 2013. At this meeting, the Resolution to
approve the Waiver will be proposed as an ordinary resolution to be
taken on a poll by Independent Shareholders voting in person or by
proxy at the General Meeting. Shareholders should note that members
of the Concert Party will not be permitted to vote at the General
Meeting.
9. RECOMMENDATION As Eduardo Rosselot, a
non-executive director of the Company, is the nominated Board
appointee of Fratelli Investments, he is not independent for the
purposes of the recommendation. The Independent Directors
therefore, comprising the Board other than Eduardo Rosselot, having
been so advised by Beaumont Cornish, consider that the Proposals,
including the Waiver, are fair and reasonable and in the best
interests of the Independent Shareholders and the Company as a
whole. In giving its advice, Beaumont Cornish has taken account of
the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors unanimously recommend
Independent Shareholders to vote in favour of the Whitewash
Resolution to be proposed on a poll at the General Meeting as the
Independent Directors intend to do in respect of their own
beneficial holdings which amount, in aggregate, to 1,162,973
Existing Ordinary Shares, representing approximately 1.37 per cent.
of the Existing Ordinary Share capital.
Enquiries:
Serabi Gold plc Michael
Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44
(0)7799 473621 Clive Line Tel: +44 (0)20 7246 6830 Finance
Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com Website: www.serabigold.com Beaumont
Cornish Limited Nominated Adviser Roland
Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44
(0)20 7628 3396 Fox Davies Capital Ltd UK
Broker Simon Leathers Tel: +44 (0)20 3463 5010 Jonathan
Evans Tel: +44 (0)20 3463 5010
Blythe Weigh Communications Ltd Public
Relations Tim Blythe Tel: +44 (0)20 7138 3205 Rob
Kellner Tel: +44 (0)20 7138 3205
Copies of this release are available from the Company's website
at www.serabigold.com.
Neither the Toronto Stock Exchange, nor any other securities
regulatory authority, has approved or disapproved of the contents
of this news release.
Beaumont Cornish, which is authorised and regulated in the
United Kingdom by the FSA, is acting for the Company and no one
else in connection with the Proposals and will not be responsible
to any person other than the Company for providing the regulatory
and legal protections afforded to clients of Beaumont Cornish nor
for providing advice in relation to the contents of this
announcement or the Document or any matter, transaction or
arrangement referred to in it. Beaumont Cornish has not authorised
the contents of, or any part of, this announcement or the Document
and no liability whatsoever is accepted by Beaumont Cornish for the
accuracy of any information or opinion contained in this
announcement or the Document or for the omission of any
information.
Responsibility Statement The Directors of
Serabi accept responsibility for the information contained in this
announcement including individual and collective responsibility for
compliance with the AIM Rules, save for the information concerning
the Concert Party (for which each member of the Concert Party and
the directors of Fratelli Investments are responsible) and the
recommendation set out in paragraph 9 (for which the Independent
Directors are solely responsible). To the best of the knowledge and
belief of the Directors (who have taken reasonable care to ensure
that such is the case) the information contained in this
announcement for which they are responsible (as above) is in
accordance with the facts and there are no other facts the omission
of which is likely to affect the import of such information.
Each member of the Concert Party along with the directors of
Fratelli Investments accepts responsibility for the information
contained in this announcement relating to the Concert Party or
otherwise expressly referable to the Concert Party. To the best of
the knowledge and belief of each member of the Concert Party along
with the directors of Fratelli Investments (who have taken all
reasonable care to ensure such is the case) the information
contained in this announcement for which they are responsible is in
accordance with the facts and there are no other facts the omission
of which is likely to affect the import of such information.
Qualified Persons Statement The scientific
and technical information contained within this announcement has
been reviewed and approved by Michael Hodgson, a Director of the
Company. Mr Hodgson is an Economic Geologist by training with over
25 years' experience in the mining industry. He holds a BSc (Hons)
Geology, University of London, a MSc Mining Geology, University of
Leicester and is a Fellow of the Institute of Materials, Minerals
and Mining and a Chartered Engineer of the Engineering Council of
UK, recognizing him as both a Qualified Person for the purposes of
Canadian National Instrument 43-101 and by the AIM Guidance Note on
Mining and Oil & Gas Companies dated June 2009.
Overseas Shareholders The Ordinary Shares
will not be registered under the United States Securities Act of
1933, as amended, or under the securities legislation of, or with
any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of the Republic of South Africa, Australia, or
Japan. Accordingly, subject to certain exceptions, the Ordinary
Shares may not be offered or sold, directly or indirectly, in or
into the United States, the Republic of South Africa, Australia, or
Japan or to or for the account or benefit of any national, resident
or citizen of the Republic of South Africa, Australia, or Japan or
any person located in the United States. This announcement does not
constitute an offer to issue or sell, or the solicitation of an
offer to subscribe for or buy, any of the Ordinary Shares to any
person in any jurisdiction to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The distribution of
this announcement in certain jurisdictions may be restricted by
law. In particular, this announcement should not be distributed,
published, reproduced or otherwise made available in whole or in
part, or disclosed by recipients to any other person, and in
particular, should not be distributed, subject to certain
exceptions, to persons with addresses in the United States of
America, the Republic of South Africa, Australia, or Japan. No
action has been taken by the Company or by Beaumont Cornish that
would permit a public offer of any of the Ordinary Shares or
possession or distribution of this announcement where action for
that purpose is required. Persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
Forward Looking Statements Certain
statements in this announcement are, or may be deemed to be,
forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"will" or the negative of those, variations or comparable
expressions, including references to assumptions. These forward
looking statements are not based on historical facts but rather on
the Directors' current expectations and assumptions regarding the
Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements
reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. A number
of factors could cause actual results to differ materially from the
results discussed in the forward looking statements including risks
associated with vulnerability to general economic and business
conditions, competition, environmental and other regulatory
changes, actions by governmental authorities, the availability of
capital markets, reliance on key personnel, uninsured and
underinsured losses and other factors, many of which are beyond the
control of the Company. Although any forward looking statements
contained in this announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
APPENDIX 1
SUBSCRIPTION STATISTICS
Number of Ordinary Shares in issue at the date of this 91,268,529
announcement
Number of new Ordinary Shares to be issued pursuant to the 270,000,000
Subscription
Issue Price per Subscription Share 6 pence
Gross proceeds of the Subscription £ 16.2 million
Estimated net proceeds of the Subscription (excluding any £ 16.0 million
broker commissions)
Enlarged Ordinary Share Capital following Completion 361,268,529
Number of new Ordinary Shares to be issued pursuant to the 74.7 per cent.
Subscription as a percentage of the Enlarged Ordinary Share
Capital
Market capitalisation of the Company at the Subscription £ 21.7 million
Price following Completion
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Record Date for Canadian shareholders 12 December 2012
Latest time and date for receipt of Proxy 10.00 a.m. on 14 January 2013
Forms in respect of the General Meeting
Time and date of General Meeting 10.00 a.m. on 16 January 2013
Admission effective and commencement of 8.00 a.m. on 22 January 2013
dealings in the Subscription Shares on AIM
CREST accounts credited for new Ordinary 22 January 2013
Shares in uncertificated form
Despatch of definitive share certificates for 30 January 2013
the new Ordinary Shares in certificated form
by no later than
(1) All times shown in this announcement are London GMT times unless
otherwise stated. The dates and times given are indicative only and are
based on the Company's current expectations and may be subject to
change. If any of the times and/or dates above change the revised times
and/or dates will be notified to Shareholders by announcement through
the Regulatory News Service of the London Stock Exchange.
(2) If the General Meeting is adjourned, the latest time and date for
receipt of Forms of Proxy for the adjourned meeting will be notified to
Shareholders by announcement through the Regulatory News Service of the
London Stock Exchange.
APPENDIX 2
DEFINITIONS
The following words and expressions apply throughout this announcement and
the Document unless the context requires otherwise:
"2009 Annual Report" the Company's annual report and accounts for the
financial year ended 31 December 2009
"2010 Annual Report" the Company's annual report and accounts for the
financial year ended 31 December 2010
"2011 Annual Report" the Company's annual report and accounts for the
financial year ended 31 December 2011
"Act" Companies Act 2006 (as amended)
"Admission" admission of the Subscription Shares to trading on AIM
becoming effective in accordance with the AIM Rules for
Companies
"AIM" AIM, a market of that name operated by the London Stock
Exchange
"AIM Rules for the rules which set out the obligations and
Companies" responsibilities in relation to companies whose shares
are admitted to AIM as published by the London Stock
Exchange from time to time
"AIM Rules for the rules which set out the eligibility, obligations
Nominated Advisers" and certain disciplinary matters in relation to
nominated advisers as published by the London Stock
Exchange from time to time
"Beaumont Cornish" Beaumont Cornish Limited whose registered office is at
Cedar House, Sandbrook Business Park, Sandbrook Way,
Rochdale, OL11 1LQ
"Board" or the existing directors of the Company whose names
"Directors" appear on page 5 of the Document
"Business Day" any day (other than a Saturday, Sunday or a public
holiday) on which banks are generally open in the City
of London for the transaction of normal banking
business
"certificated" or a share or other security recorded on the relevant
"in certificated register of the relevant company as being held in
form" certificated form and title to which may be transferred
by means of a stock transfer form
"City Code" or the City Code on Takeovers and Mergers, as updated from
"Takeover Code" time to time
"Company" or Serabi Gold plc
"Serabi"
"Completion" the Subscription being completed and Admission taking
place
"Concert Party" Fratelli Investments Limited, its Connected Persons and
other persons acting in concert with it, as described
in Part II of the Document
"Connected Persons" has the meaning set out in section 252 and section 254
of the Act and includes a spouse, children under 18 and
any company in which the relevant person is interested
in shares comprising at least one-fifth of the share
capital of that company
"CREST" the relevant system, as defined in the CREST
Regulations, and the holding of shares in
uncertificated form in respect of which Euroclear is
the operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001
No. 3755) (as amended)
"C$" the legal currency of Canada
"Deferred Shares" the deferred shares of 9.5 pence each in the capital of
the Company
"Diluted Enlarged 381,715,728 Ordinary Shares comprising the Existing
Ordinary Share Ordinary Shares, the Subscription Shares, 2,487,499 new
Capital" Ordinary Shares to be issued on full exercise of the
Existing Warrants and 17,959,700 new Ordinary Shares to
be issued on full exercise of the New Warrants
"Disclosure Date" 6 December 2012, being the last practicable date prior
to the publication of this announcement and the
Document
"Document" the circular to Shareholders in relation to the
Proposals including the Notice of General Meeting
"Enlarged Ordinary the issued equity share capital of the Company
Share Capital" immediately following Admission comprising the Existing
Ordinary Share and the Subscription Shares
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated
in England and Wales with registration number 2878738,
whose registered address is at 33 Cannon Street, London
EC4M 5SB
"Existing Ordinary the existing 91,268,529 issued Ordinary Shares as at
Shares" the date of this announcement and the Document
"Existing Ordinary the issued equity share capital of the Company as at
Share Capital" the date of this announcement and the Document
"Existing Warrants" the existing 2,487,499 warrants to subscribe for new
Ordinary Shares owned by Fratelli Investments and Fondo
de Inversion Privado Santa Monica as at the date of the
Document
"Form of Proxy" the form of proxy to be used by Shareholders in respect
of the General Meeting
"Fratelli Fratelli Investments Limited, a company registered in
Investments" the Bahamas with registered number 136,354 B
"FSA" the United Kingdom Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000 of the
United Kingdom (as amended)
"General Meeting" the general meeting of the Company convened for 10.00
a.m. on 16 January 2013, the notice convening which is
set out at the end of the Document
"Greenwood" Greenwood Investments Limited
"Group" the Company and/or its subsidiaries as the context
requires
"IFRS" the International Financial Reporting Standards as
adopted by the International Accounting Standards Board
"Independent the Directors, other than Eduardo Rosselot
Directors"
"Independent all Shareholders other than members of the Concert
Shareholders" Party
"Loan Agreement" the US$6 million loan facility dated 1 October 2012
provided to the Company by Fratelli Investments,
details of which are set out in Part IV of the Document
"Lock-in and the agreement dated 10 December 2012 between (1) the
Relationship Company (2) Beaumont Cornish and (3) Fratelli
Agreement" Investments, further details of which are set out in
Part IV of the Document
"London Stock London Stock Exchange plc
Exchange"
"NCL" NCL Ingenieria y Construccion SA
"New Warrants" up to 17,959,700 new Warrants to subscribe for new
Ordinary Shares at a price of 10 pence per Ordinary
Shares to be issued to Fratelli Investments pursuant to
the Subscription Agreement
"Notice of General the notice of the General Meeting set out at the end of
Meeting" the Document
"Official List" the list maintained by the United Kingdom Listing
Authority in accordance with section 74(1) of FSMA for
the purposes of Part VI of FSMA
"Options" the existing options to subscribe for new Ordinary
Shares, further details of which are set out in
paragraph 2.6 of Part IV of the Document
"Ordinary Shares" the ordinary shares of 5 pence each in the capital of
the Company
"Panel" Panel on Takeover and Mergers
"PEA" the preliminary economic assessment of re-starting
mining operations at Palito prepared by NCL in June
2012 in accordance with the Canadian Securities
Administrators' National Instrument 43-101 - Standards
of Disclosure for Mineral Projects
"PEA Announcement" the regulatory announcement released by the Company on
13 June 2012 setting out, inter alia, details of the
PEA
"Proposals" the Subscription, the Waiver and Admission
"QCA Code" the Corporate Governance Guidelines for Smaller Quoted
Companies published by the Quoted Companies Alliance
"Resolution(s)" the resolutions set out in the Notice of General
Meeting at the end of the Document
"Rule 9" Rule 9 of the Takeover Code
"Rule 9 Offer" the requirement for a general offer to be made in
accordance with Rule 9
"Second Diluted 363,756,028 Ordinary Shares comprising the Existing
Enlarged Ordinary Ordinary Shares, the Subscription Shares and 2,487,499
Share Capital" new Ordinary Shares to be issued on exercise of the
Existing Warrants
"Shareholders" Person(s) who is/are registered holder(s) of Ordinary
Shares from time to time
"Subscription" the conditional subscription by Fratelli Investments to
subscribe for and underwrite a placement of up to
270,000,000 new Ordinary Shares, further details of
which are set out in Part I of the Document
"Subscription the agreement dated 1 October 2012 between (1) the
Agreement" Company and (2) Fratelli Investments, further details
of which are contained in Part IV of the Document
"Subscription Price" 6 pence per Subscription Share
"Subscription 270,000,000 new Ordinary Shares to be issued pursuant
Shares" to the Subscription Agreement
"Third Party Shares" up to 179,597,000 Subscription Shares available for
subscription by third party investors
"TSX" Toronto Stock Exchange
"UK Listing the FSA acting in its capacity as the competent
Authority" authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"uncertificated" or a share or other security recorded on the relevant
"in register of the relevant company concerned as being
uncertificated form" held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be
transferred by means of CREST
"United States" or the United States of America, its territories and
"US" possessions, any State of America and the District of
Columbia
"US$" or "US the legal currency of the United States
Dollars"
"VAT" value added tax
"Waiver" the waiver granted by the Panel (subject to the passing
of the Whitewash Resolution) in respect of the
obligation of the Concert Party to make a mandatory
offer for the entire issued share capital of the
Company not already held by the Concert Party which
might otherwise be imposed on the Concert Party under
Rule 9 of the Takeover Code as a result of the issue of
Subscription Shares under the Subscription, as more
particularly described in paragraph 7of Part I of the
Document
"Warrants" the warrants to subscribe for new Ordinary Shares
further details of which are set out in paragraph 2.5
of Part IV of the Document
"Whitewash the ordinary resolution of the Independent Shareholders
Resolution" to be taken on a poll concerning the Waiver to be
proposed at the General Meeting and set out in the
Notice of General Meeting
Enquiries: Serabi Gold plc Michael Hodgson Tel: +44
(0)20 7246 6830 Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830 Finance Director Mobile: +44
(0)7710 151692 Email: contact@serabigold.com Website:
www.serabigold.com Beaumont Cornish Limited Nominated
Adviser Roland Cornish Tel: +44 (0)20 7628 3396 Michael Cornish
Tel: +44 (0)20 7628 3396 Fox Davies Capital Ltd UK Broker
Simon Leathers Tel: +44 (0)20 3463 5010 Jonathan Evans Tel: +44
(0)20 3463 5010 Blythe Weigh Communications Ltd Public
Relations Tim Blythe Tel: +44 (0)20 7138 3205 Rob Kellner Tel: +44
(0)20 7138 3205
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