Serabi (AIM: SRB) (TSX: SBI), the Brazilian focused gold
exploration and development company, announces that the conditional
subscription by Fratelli Investments Limited and parties acting in
concert with it (the "
Concert Party") has
been completed, conditional upon admission of the new Ordinary
Shares to AIM and the TSX.
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 took the form of:
(a) A subscription for 90,403,000 new Ordinary Shares at the
Subscription Price of 6 pence per new Ordinary Share; 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.
Of the 270,000,000 shares that have been issued pursuant to the
subscription arrangements raising gross proceeds of UK£ 16.2
million, the Company has procured third party subscribers for
81,350,353 new Ordinary Shares and accordingly, the total
subscription by the Concert Party amounted to 188,649,647 new
Ordinary Shares, as detailed below in this announcement.
Mr. Michael Hodgson commenting on the announcement of the
completion of the Subscription said:
"I would like to record the thanks of myself and the rest of the
Board to Fratelli Investments. Their support will allow the
management of the Company to continue the development of the Palito
Gold Mine and ensures an exciting future for the Company. Their
willingness to underwrite the share placement is, I believe, a
demonstration of their belief in the Palito project and the
opportunity that we have to develop a robust and bigger gold
company around this."
Following completion of the issue of 270,000,000 Ordinary Shares
the Company is aware of the following notifiable interests in the
Enlarged Ordinary Share Capital:
Percentage interest
in the Enlarged
Shareholder Shares held in Ordinary Share
the Company Capital
----------------------------------------------------------------------------
Fratelli Investments Limited 184,695,647 51.1%
The Concert Party 207,906,964 57.5%
Anker Holding AG 40,000,000 11.1%
Drake PIPE Fund 31,119,686 8.6%
Fondo de Inversion Privado Santa Monica 22,443,947 6.2%
Eldorado Gold Corporation 21,340,000 5.9%
----------------------------------------------------------------------------
Mr. TS Harvey, Mr. CM Line and Mr. M Williams, directors of the
Company, all subscribed for Subscription Shares. In addition, Anker
Holding AG, a company beneficially owned by the spouse of Mr. C
Kingsman, who is a director of the Company, also subscribed for
Subscription Shares. The subscriptions by the Directors and parties
related to the Directors and their interest in the Ordinary Shares
of the Company following completion of the Subscription are as
follows:
Shares held Percentage
in the interest in
Shares held Company the
Director and/or related in the following Enlarged
party Company Subscription completion Ordinary
prior to the Shares of the Share
Subscription subscribed Subscription Capital
----------------------------------------------------------------------------
Anker Holding AG (Note 1) 18,851,000 21,149,000 40,000,000 11.1%
Mr. TS Harvey 200,000 1,000,000 1,200,000 0.3%
Mr. CM Line 417,653 300,000 717,653 0.2%
Mr. M Williams 45,000 250,000 295,000 0.1%
----------------------------------------------------------------------------
Note 1 Anker Holding AG is beneficially owned by the spouse of Mr. C
Kingsman who is a director of the Company
As Anker Holding AG is interested in more than 10 per cent. of
the Existing Ordinary Share Capital and Mr. TS Harvey, Mr. CM Line,
Mr. M Williams and Mr. C Kingsman are all directors of the Company
(the "Subscribing Directors"), the
subscription by Anker and the Subscribing Directors is a related
party transaction for the purposes of Rule 13 of the AIM Rules. For
the purposes of the AIM Rules, the independent Directors of Serabi,
(being Mr. M Hodgson, Mr. D Jones and Mr. E Rosselot), having
consulted with the Company's nominated adviser, consider that the
subscription by Anker and the Subscribing Directors pursuant to the
Subscription is fair and reasonable insofar as the Shareholders are
concerned. The independent Directors have taken into account in
particular that Anker and the Subscribing Directors are each
subscribing on the same terms and conditions as the Concert Party
and the other subscribers for new Ordinary Shares procured by the
Company from unconnected third parties, and which has been approved
by Independent Shareholders on a poll.
The Subscriptions of the Concert Party are as follows:
Additional
Shares
Minimum subscribed
Subscription for pursuant New Warrants
Shares to the Total issued on
subscribed Conditional Subscription Completion
Concert Party Member for Subscription Shares (Note 5)
----------------------------------------------------------------------------
Fratelli Investments
Limited (Note 1) 90,403,000 76,676,647 167,079,647 8,135,035
Piero Solari Donaggio
(Note 2) - - - -
Sandro Solari Donaggio
(Note 2) - - - -
Carlo Solari Donaggio
(Note 2) - - - -
Nicolas Bañados (Note 3) - 20,840,000 20,840,000 -
Jorge Arancibia Pascal
(Note 4) - 730,000 730,000 -
Total 90,403,000 98,246,647 188,649,647 8,135,035
----------------------------------------------------------------------------
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 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 Nicolas Banados, an attorney-in-fact of Fratelli Investments, 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 Monic, which subscribed
for 20,840,000 Subscription Shares.
Note 4 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 subscribed for 730,000
Subscription Shares.
Note 5 Fratelli Investments has been issued with one New Warrant for every
ten Third Party Share subscribed for by third parties as an
underwriting fee pursuant to the Subscription Agreement.
Immediately following completion of the Subscription, the
Concert Party's interest in the Company (and assuming full
conversion of all warrants held at completion by the Concert
Party), will therefore be as follows:
Interest Interest in Percentage
Interest in in Diluted of Diluted
Enlarged Enlarged Enlarged Enlarged
Ordinary Ordinary Existing New Ordinary Ordinary
Concert Share Share Warrants Warrants Share Share
Party Capital on Capital on on issued on Capital on Capital on
Member Completion Completion Completion Completion Completion Completion
(Note 1) (Note 2)
----------------------------------------------------------------------------
Fratelli
Invest-
ments
Limited 184,695,647 51.12% 2,270,833 8,135,035 195,101,515 52.46%
Piero
Solari
Donaggio - - - - - -
Sandro
Solari
Donaggio - - - - - -
Carlo
Solari
Donaggio - - - - - -
Nicolas
Bañados 22,443,947 6.21% 216,666 - 22,660,613 6.09%
Jorge
Arancibia
Pascal 767,370 0.21% - - 767,370 0.21%
Total
207,906,964 57.55% 2,487,499 8,135,035 218,529,498 58.76%
----------------------------------------------------------------------------
Note 1 The Enlarged Ordinary Share Capital comprises the Existing Ordinary
Shares and the Subscription Shares.
Note 2 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.
On Completion of the Subscription Fratelli
Investments Limited and the Concert Party will hold more than 50
per cent. of the Company's voting share capital, and accordingly,
Fratelli Investments Limited and 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.
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 23 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.
Fratelli Investments 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. As at 16 January 2013, 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 will
repay the Loan Agreement from the proceeds of the Subscription.
Interest charges that will have accrued under the Loan Agreement,
assuming that the loan facility is re-paid on 18 January 2013 from
the proceeds of the Subscription, have been calculated as
US$107,375. Fratelli have confirmed to the Company that they will
not seek penalty interest charges in the early repayment of the
loan that could have applied under the original terms of the Loan
Agreement.
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.
APPENDIX 1
DEFINITIONS
The following words and expressions apply throughout this announcement
unless the context requires otherwise:
"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
"City Code" or "Takeover Code" the City Code on Takeovers and Mergers,
as updated from time to time
"Company" or "Serabi" Serabi Gold plc
"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
"Diluted Enlarged Ordinary Share 371,891,063,728 Ordinary Shares
Capital" comprising the Existing Ordinary Shares,
the Subscription Shares, 2,487,499 new
Ordinary Shares to be issued on full
exercise of the Existing Warrants and
8,135,035 new Ordinary Shares to be
issued on full exercise of the New
Warrants
"Document" the circular to Shareholders dated 11
December 2012 in relation to the
proposals including the notice of
General Meeting
"Enlarged Ordinary Share Capital" the issued equity share capital of the
Company immediately following Admission
comprising the Existing Ordinary Share
and the Subscription Shares
"Existing Ordinary Shares" the existing 91,268,529 issued Ordinary
Shares as at the date of this
announcement and the Document
"Existing Ordinary Share Capital" the issued equity share capital of the
Company as at 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
"Fratelli Investments" Fratelli Investments Limited, a company
registered in the Bahamas with
registered number 136,354 B
"General Meeting" the general meeting of the Company
convened for 10.00 a.m. on 16 January
2013, the notice convening which was set
out at the end of the Document
"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
"New Warrants" 8,135,035 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
"Ordinary Shares" the ordinary shares of 5 pence each in
the capital of the Company
"Panel" Panel on Takeover and Mergers
"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
"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 Agreement" the agreement dated 1 October 2012
between (1) the Company and (2) Fratelli
Investments, further details of which
are contained in Part IV of the Document
"Subscription Price" 6 pence per Subscription Share
270,000,000 new Ordinary Shares to be
"Subscription Shares" issued pursuant to the Subscription
Agreement
"Third Party Shares" up to 179,597,000 Subscription Shares
available for subscription by third
party investors
"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 7 of
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
Enquiries: Serabi Gold plc Michael Hodgson Chief Executive
Tel: +44 (0)20 7246 6830 Mobile: +44 (0)7799 473621 Clive
Line Finance Director Tel: +44 (0)20 7246 6830 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 3204 Rob Kellner Tel: +44
(0)20 7138 3204
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