17th Sep 2010 09:14
Noventa Limited
("Noventa" or the "Company")
Placing of New Shares & the Issue of Shares and Options to Employees & Directors
17 September 2010
Further to the announcement of the placing and subscription of new shares made on 3 September 2010, ("Original Placing") Noventa (AIM: NVTA) is pleased to announce the successful delayed placing of a further 9,773,080 new ordinary shares of 0.04p each ("Placing Shares") at a price of 6.5p per Placing Share, raising a total of £635,250 (approximately equivalent to US$991,000). These funds will be utilised for a combination of capital expenditure and general working capital purposes. The Placing Shares have been acquired by a combination of new investors and existing shareholders. Religare Capital Markets acted as the Company's broker in the placing.
The issue of the Placing Shares combined with the monies raised announced on 3 September 2010 means that Noventa has secured in total £5,882,250 (approximately equivalent to US$9,071,380).
In conjunction with the Original Placing, the subscribers will receive warrants to subscribe for ordinary shares on the same terms as investors who participated in the Original Placing. As such, the subscribers for the Placing Shares will receive warrants to subscribe for 1 new ordinary 0.04p shares for every 2 shares subscribed for (the "Warrants"). The Warrants will have an exercise price of 10p and an expiry date of 7 September 2012. 7 September 2012 is also the revised expiry date of the warrants announced on 3 September 2010 in order to maintain consistency. The Warrants will not be traded on any exchange.
Further to the announcement made on 3 September 2010 regarding the potential new tantalum deposit at the Marropino site, the Company will now await full analysis of this new find before deciding whether or not it requires further capital. The Company does not envisage raising any further capital, whether debt or equity until this analysis is complete.
An application has been made to admit the Placing Shares to trading on AIM and trading is expected to commence on 22 September 2010.
The Company also announces the issue of 693,614 new ordinary shares of 0.04p ("Bonus Shares") as bonuses to employees and consultants of the Company, in recognition of the hard work and achievement in bringing the mine back into production. In addition, the Company announces the granting of options over 485,612 new ordinary shares of 0.04p at an exercise price of 6.5p per share to Mr. Kean Chung, a director of the Company, in order to bring his remuneration in line with the other Non-Executive Directors. Mr. Chung's options have a term of 7 years. An application has been made to admit the Bonus Shares to trading on AIM and trading is expected to commence on 23 September 2010.
Following the issue of the Placing Shares and the Bonus Shares the Company will have 319,196,497 ordinary shares of 0.04p each in issue and following the issue of all 29,859,511 of the Additional Subscription Shares (as defined in the Company's 'Issue of Equity' announcement of 3 September 2010) the Company will have 349,056,008 ordinary shares of 0.04p each in issue. The Company does not hold any shares in treasury.
Barons Financial Services (UK) Limited, ("BFSUK") a company authorised and regulated by the Financial Services Authority acted as a placing agent on behalf of Religare Capital Markets during this fundraising, for which it will receive a net commission share of £36,521. BFSUK, in which Mr. Kohn has a beneficial interest through its Swiss parent company, is a Related Party as defined under the AIM Rules for Companies. The independent Directors (all Directors other than Mr. Kohn), who have consulted with the Company's nominated adviser, believe the terms of the placing commission to BFSUK, to be fair and reasonable in so far as shareholders are concerned.
Following the issue of the Placing Shares, the list of disclosed shareholders in Noventa, as far as the Company is aware, will be as follows:
|
Shares Held |
Percentage |
|
|
|
Highland African Ventures Limited # |
79,373,079 |
24.87% |
Fidelity Investments Limited |
24,170,000 |
7.57% |
JMM Trading LP |
15,103,557 |
4.73% |
BlackRock Investment Management |
14,732,208 |
4.62% |
Marlborough UK Micro-Cap Growth Fund |
11,983,988 |
3.75% |
# Highland African Ventures Limited is owned by a trust whose trustee is Fleming Family & Partners Liechtenstein and Mr. R J Fleming is one of the potential beneficiaries. Fleming Family & Partners Liechtenstein has a total interest, including through Highland African Ventures Limited, in a total of 89,203,154 shares (28.01% of the issued shares). Mr. R J Fleming has an interest, including through Highland African Ventures Limited, in a total of 85,208,892 shares (26.75% of the issued shares).
Chairman Eric Kohn TD commented: "We are delighted that the shareholders of Noventa, both old and new, continue to support and share our vision for the Company."
For further information please contact:
Eric F. Kohn TD
Chairman
Noventa Limited
+41 22 8500560
+41 79 5030150
www.noventa.net
Nick Harriss/Emily Staples
Religare Capital Markets (Nomad)
+44 20 7444 0800
Daniel Briggs Religare Capital Markets (Broker) +44 20 7444 0500
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