19th Aug 2011 16:25
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION
NOVENTA LIMITED
("Noventa" or the "Company") (TSX: NTA; AIM: NVTA; PLUS: NV)
Firm Placing of 73,600,000 new Ordinary Shares at 25 pence per share
Subscription with Clawback of 17,500,000 new Ordinary Shares at 25 pence per share
Proposed offer to Preference Shareholders
Board and senior management changes
19 August 2011
The Board of Noventa is pleased to announce that Religare Capital Markets plc has conducted a placing pursuant to which it has placed 73,600,000 new Ordinary Shares at a price of 25 pence each (the "Issue Price") with both new and existing institutional and other investors to raise approximately US$30,360,000 (£18,400,000) (before expenses).
In addition, as previously announced on 19 July 2011, the Company intends to conduct an Open Offer giving Shareholders the opportunity to subscribe for a total of 17,500,000 new Ordinary Shares at the Issue Price to raise up to a further approximately US$7,218,750 (£4,375,000) (before expenses). Richmond has agreed to subscribe for these Offer Shares at the Issue Price to the extent that valid applications are not received pursuant to the Open Offer, under the Subscription with Clawback. Further details of the Subscription with Clawback are set out below. It is intended that a circular in respect of the Open Offer will be sent to Shareholders in due course.
The Directors believe that the proceeds of the Placing and the Subscription with Clawback and Open Offer should enable the Company to complete the construction and commissioning of the enhanced and expanded plant at its Marropino mine by the end of 2011 and to provide adequate working capital for the next twelve months.
Highlights
·; Placing to raise approximately US$30,360,000 (£18,400,000) (before expenses).
·; Subscription with Clawback to raise approximately US$7,218,750 (£4,375,000) (before expenses).
·; Open Offer intended to be launched to give Shareholders the opportunity to participate in the fundraising.
·; Net funds to be raised of approximately US$34,875,000 (approximately £21,136,364) should allow the Company to complete the construction and commissioning of the new plant at the Marropino mine by the end of 2011.
·; Proposal for Preference Shareholders to have their shares redeemed earlier than previously agreed and to receive new Ordinary Shares in consideration for the redemption.
For further information please contact:
Noventa Limited: Eric F. Kohn TD Chairman +41 22 8500560 +41 79 5030150 www.noventa.net | Religare Capital Markets (UK) Limited (Nominated Adviser) Nick Harriss/Rick Thompson/ Phil Davies/Emily Staples +44 20 7444 0800
| Religare Capital Markets plc (Broker) Daniel Briggs/James Wood/Oliver Hoare +44 20 7444 0500
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Introduction
The Board today announces that it proposes to raise up to approximately US$37,578,750 (£22,775,000) (before expenses) by way of the Proposals, thus providing the necessary finance which should allow the Company to complete the construction and commissioning of the enhanced and expanded plant at its Marropino mine by the end of 2011.
The Company is able to undertake the Placing and the Subscription with Clawback within the limits set by the authorities that were approved by Shareholders at the extraordinary general meeting of the Company held on 29 July 2011. The Canadian special warrant issue announced on 19 July 2011 will not now proceed.
Background to and reasons for the Proposals
On 3 June 2011 the Board announced that it had identified an urgent requirement to raise approximately US$25,000,000 in order to bring the Company's new plant at its Marropino mine into full operation and to provide additional working capital. As detailed in the earlier announcement released on 2 June 2011, there were a number of factors identified by the Board that had necessitated a reassessment of the Company's funding requirements, including in relation to the ramp up of production at Marropino and associated lower than anticipated revenues.
After an extensive and detailed review, the Board has, in consultation with its advisers, now concluded that in order to provide the necessary funds for moving the Marropino mine into full operation and to provide adequate working capital for at least the next 12 months, that the Company should raise US$37,578,750 (£22,775,000), hence the Proposals.
Current trading and strategy
The Company continues to refine its production process at its existing plant at the Marropino mine. Since the announcement of 29 July 2011, the Company has achieved its targeted production rate of 200,000lbs per annum of tantalum pentoxide contained concentrate.
The Company expects to complete the construction and commissioning of the new plant at Marropino by the end of the fourth quarter of 2011. Once the new plant is completed, it will provide infrastructure, material handling and support to all three of the Company's mining concessions and exploration licences. Once completed, the plant will have a production capacity of circa 600,000lbs per annum of tantalum pentoxide contained concentrate with a current mine life of 52 months.
The additional water supply pipeline announced on the 2 June 2011 is now well under construction and is on course to be completed during the fourth quarter of 2011.
As a result of changing practices in the shipping industry, the Company has altered its shipping arrangements, causing a short interruption to delivery of material to one of its clients and increasing its current shipping costs to its customers by an average of US$3.54 per lb of tantalum pentoxide contained concentrate. The tantalum pentoxide concentrate that Noventa produces is mildly radioactive and it is therefore shipped as a Class 7 material. Noventa has always shipped using this designation. The current denial and delay of Class 7 shipments has been recognised as an international problem by the International Atomic Energy Agency ("IAEA"), International Maritime Organization and International Civil Aviation Organization, and by the UK government. The IAEA has set up an International Steering Committee to coordinate international efforts to determine solutions to the denial and delay of Class 7 shipments which may include increasing the threshold for designation as Class 7 cargo. However, as a consequence of these generally recognised shipping issues in transporting such Class 7 material, Noventa has revised shipping arrangements with its customers and will be shipping to the USA through Walvis Bay (Namibia) and to Thailand (from Mozambique), the latter by agreement with its customer to ship the product to a different specification so that the material does not fall into the Class 7 category. The Company is currently evaluating its future long term solutions and shipping arrangements.
The Board is continuing its exploration programme at the 11,280 hectare Marropino Mining Concession, and the Board is hopeful that this will contain additional commercial deposits of tantalum bearing ores.
Although the Board has yet to take a definitive decision with regard to the development of the Morrua Mining Concession, it is the Board's current intention that Morrua will be the next concession to be developed and the Company intends to move to secure funding for this project during the fourth quarter of 2012, with the aim of production starting in the fourth quarter of 2013. In order to develop the Morrua Mining Concession to the Board's current expectation of full production capacity of circa 500,000lbs per annum of tantalum pentoxide contained concentrate and an eight year mine life, the Board estimates that there will be a capital expenditure requirement of approximately US$60 million. This estimate is based on a number of factors including the experience of reinstating and expanding the Marropino Mining Concession and as such may therefore be subject to amendment before the final decision is taken as regards the most appropriate method of developing this concession.
As stated above, no definitive decision has yet been made by the Board as to the timing of this investment or the basis on which it will be funded. The Board will work closely with its professional advisers to determine the most appropriate plan for the development and financing of the Morrua Mining Concession at the appropriate time.
With regards to the Mutala Mining Concession, the Board is considering the development of a low-cost initial mining programme, transporting the material by road to the new processing plant at the Marropino site for full processing. Prior to the exhaustion of the Marropino Mining Concession, the Directors are investigating the development of a pre-concentrate processing facility at Mutala, using existing equipment, again with the material being transported by road to the new processing plant at the Marropino site for final processing. It is envisaged that the development of a pre-concentrate processing plant at Mutala would begin in 2015 for completion in 2016, but this may be altered if additional commercial deposits of tantalum bearing ores are discovered at the Marropino site. The Mutala Mining Concession plans are less developed than for the Marropino and Morrua Mining Concessions, but the Board intends to advance these plans over the next year. It is the Board's current intention to develop the Mutala Mining Concession from internally generated cashflow, but it may require external financing.
The Company has kept, and will continue to keep, the Mozambican government apprised of its intentions regarding both the Morrua and Mutala Mining Concessions. The ultimate viability of Noventa and the future returns to Shareholders are dependent on the eventual exploitation of all the Company's Mining Concessions.
Proposed restructuring of Preference Shares
As part of the Proposals, the Board intends to provide Preference Shareholders with an opportunity to have their Preference Shares redeemed earlier than previously agreed, whether in whole or in part, and to receive new Ordinary Shares as consideration for such redemption. The Preference Redemption is expected to be calculated on the basis of the Preference Shares being redeemed at their original issue and redemption price of US$4.218 plus any accrued but unpaid fixed rate dividend and reinvested into new Ordinary Shares at the Issue Price.
The Preference Redemption will require an amendment to the terms and conditions of the Preference Shares which will need to be approved by Preference Shareholders at a class meeting. Such meeting will be convened at the earliest opportunity and the Board will send notice of the meeting to Preference Shareholders in due course. The meeting is expected to be held on or around 27 September 2011.
The Preference Redemption is being undertaken, inter alia, in order to provide Preference Shareholders with the opportunity to participate in the recapitalisation of the Company, at the Issue Price. As referred to below, the Preference Redemption should provide additional benefits to the Company's future cashflows.
Following the release of the announcements made by the Company on 2 and 3 June this year, concerns were raised with the Board by certain of the Preference Shareholders regarding the Company's financial position, the circumstances that required the making of those announcements, and the consequential requirement, then disclosed, to undertake a further fund raising. The Board believes that the Proposals and the Preference Redemption will address those concerns, whilst at the same time offering additional benefits referred to below.
In the event that all of the Preference Shareholders elect to have their shares redeemed, then it would result in the issue of approximately a further 28,859,198 new Ordinary Shares and would, in addition, provide a cashflow benefit for the Company as annual dividend payments of approximately US$1,190,442 (£721,480) would no longer be payable and it would also remove the current requirement to redeem the Preference Shares on 11 April 2016 in accordance with their terms. Assuming full redemption, the new Ordinary Shares issued pursuant to the Preference Redemption would equate to 19.70 per cent. of the Company's enlarged issued ordinary share capital following completion of the Placing, the Subscription with Clawback and the Open Offer.
Any new Ordinary Shares to be issued pursuant to the Preference Redemption will be credited as fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares.
Senior management and proposed Board changes
Noventa is pleased to announce the appointment of José Luis Nunes (Zeca) de Barros Jr CISA (SA & UK), CFA (SA) and CIMA level IV* as the Company's Chief Financial Officer (the "CFO"). Mr de Barros, who will assume the role on 5 September 2011, will not be appointed as a director of the Company at this time.
* CISA - (Chartered Institute of Secretaries and Administrators, South Africa and UK)
CFA - (Commercial Financial Accountant South Africa)
CIMA - (Chartered Institute of Management Accountants)
Mr de Barros has been involved in the mining industry for over six years. His experience includes setting up, staffing and managing the finance and administration as well as the IT, logistics and camp security and management at the Moma titanium mine in Mozambique owned by Kenmare Resources Plc from 2006 to May 2010. From June 2010 to present he has been responsible for the finance and administration in Mozambique for Resource Drilling Mozambique which has been involved in drilling for Vale, Riversdale and Rio Tinto. Previous to the above appointments, Mr de Barros has had extensive experience in South Africa and Asia in the pharmaceutical industry. He is a Portuguese and South African citizen and was born in Mozambique. The appointment of Mr de Barros follows that of the Fernando Fernandez-Torres as Chief Operating Officer (and Chief Executive Officer designate, replacing John Allan before the end of 2011), as announced on 28 June 2011.
Eric Kohn TD, the Company's Executive Chairman, commented "consistent with our recent commitment to strengthen our management team and improve the oversight of our day-to-day operations, we have appointed Zeca de Barros as our new CFO. Mr de Barros brings a strong financial background as well mining experience."
Mr Eric Kohn has indicated to the Board that he intends to resign his position as Executive Chairman and leave the Company on completion of the construction and commissioning of the enhanced and expanded plant at the Company's Marropino mine. As a consequence, the Board will shortly commence efforts to find a suitable replacement; it is expected that the future chairman will be a non-executive director of the Company.
Details of the Placing, Subscription with Clawback and arrangements with Richmond and the Open Offer
General
The Company is proposing to raise up to approximately US$37,578,750 (£22,775,000) (before expenses) through the Placing, Open Offer and Subscription with Clawback.
The 91,100,000 new Ordinary Shares to be issued pursuant to the Placing, Open Offer and Subscription with Clawback will represent approximately 77.43 per cent. of the enlarged issued ordinary share capital of the Company, following completion of the Proposals but ignoring the impact of the Preference Redemption.
The new Ordinary Shares to be issued pursuant to the Placing, Open Offer and Subscription with Clawback will be credited as fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares.
The Placing
The Company has today placed firm 73,600,000 Placing Shares at the Issue Price with both new and existing institutional and other investors, raising approximately US$30,360,000 (£18,400,000) (before expenses), conditional only on Admission.
The Placing Shares have been placed firm and are not, therefore, being offered to Shareholders. The Placing is not conditional on the completion of either the Subscription with Clawback or the Open Offer taking place.
Mr R.J. Fleming, who was, immediately prior to the Placing, a Substantial Shareholder and Related Party of the Company for the purposes of the AIM Rules for Companies, has agreed to subscribe for 1,400,000 Placing Shares. The Directors, who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned. As at the date of this announcement, Mr Fleming has an interest, including those of associates, in 4,260,443 Ordinary Shares, being 16.16 per cent. of the Company's existing issued ordinary share capital. Following the Placing, Mr Fleming will have an interest, including those of associates, in 5,660,443 Ordinary Shares, being 5.65 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.
Ekasure Limited, a company in which John Allan, a director of the Company, has a beneficial interest, has agreed to subscribe for 40,000 Placing Shares. The Directors (other than Mr Allan), who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned. As at the date of this announcement, Mr Allan, through Ekasure Limited, has an interest in 154,664 Ordinary Shares, being 0.59 per cent. of the Company's existing issued ordinary share. Following the Placing, Mr Allan, through Ekasure Limited, will have an interest, in 194,664 Ordinary Shares, being 0.19 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.
Dr Goran Berglund, a director of the Company, has agreed to subscribe for 400,000 Placing Shares. The Directors (other than Dr Berglund), who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned. As at the date of this announcement, Dr Berglund has an interest in 115,095 Ordinary Shares, being 0.44 per cent. of the Company's existing issued ordinary share. Following the Placing, Dr Berglund will have an interest in 515,095 Ordinary Shares, being 0.51 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.
Mr Fernando Fernandez-Torres, a director of the Company, has agreed to subscribe for 32,000 Placing Shares, being 0.03 per cent. of the Company's issued ordinary share capital as enlarged by the Placing. The Directors (other than Mr Fernandez-Torres), who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned. As at the date of this announcement, Mr Fernandez-Torres has no current interest in the Company's Ordinary Shares.
An application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on to AIM. It is expected that Admission to AIM will become effective and that dealings will commence in the Placing Shares on 25 August 2011. It is expected that Admission to PLUS will also become effective and that dealings will commence in the Placing Shares on 25 August 2011. Application will also be made to list the Placing Shares on the TSX.
Following the Placing, the Company will have 100,153,164 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury.
Religare Capital Markets plc will receive 3,018,253 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals. Jacob Securities Inc. will receive 339,884 Ordinary Shares and 947,884 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals.
The Subscription with Clawback and arrangements with Richmond
Pursuant to the Placing, 12,442,750 Placing Shares have been placed firm with Richmond, representing approximately 12.42 per cent. of the enlarged issued ordinary share capital of the Company, upon completion of the Placing. Richmond holds 1,977,800 Ordinary Shares, being 7.55 per cent. of the Company's existing issued ordinary share capital, as at the date of this announcement. Following the Placing, Richmond will have an interest in 14,420,550 Ordinary Shares, being 14.40 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.
The Company has also entered into the Subscription Agreement with Richmond. Pursuant to the Subscription Agreement, Richmond has conditionally agreed with the Company (subject to admission of the Subscription Shares to AIM, the TSX and PLUS) to subscribe for 17,500,000 Subscription Shares in two equal tranches on 30 November 2011 and 31 December 2011. The amount of these subscriptions can be scaled back at the Company's election and will be so scaled back by the Company to the extent that there are valid applications from participants under the Open Offer. In the event that the proposed Open Offer does not proceed, regardless of the reason or cause, then (subject to admission of the Subscription Shares as mentioned above) Richmond will remain obligated to subscribe for the Subscription Shares pursuant to the terms of the Subscription Agreement. Assuming that all of the 17,500,000 Subscription Shares are issued to Richmond (as well as the Placing Shares which it is firmly committed to acquire) then Richmond would hold approximately 27.13 per cent. of the Company's enlarged issued ordinary share capital, following completion of the Proposals but ignoring the impact of the Preference Redemption.
If all the Offer Shares are subscribed for by Shareholders (including Richmond) then Richmond will hold approximately 14.40 per cent. of the enlarged issued ordinary share capital, ignoring the impact of the Preference Redemption.
As part of the terms of Richmond's commitment to subscribe for the Subscription Shares subject to the Subscription with Clawback, Richmond will, on the first business day after 31 December 2011, receive 17,500,000 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for a period of two years from the date of their issue. Further warrants will be issued to Richmond on the same terms with an exercise value equivalent to Richmond's agreed legal expenses in relation to the Subscription Agreement. Assuming that all of the 17,500,000 Subscription Shares are issued to Richmond (as well as the Placing Shares which it is firmly committed to acquire) and that Richmond were to exercise all 17,500,000 warrants, then Richmond would hold approximately 36.57 per cent. of the Company's enlarged issued ordinary share capital, following completion of the Proposals but ignoring the impact of the Preference Redemption.
Richmond is an exempted company incorporated with limited liability in the Cayman Islands. Richmond Capital LLP (who are regulated by the UK Financial Services Authority) has been appointed to manage and invest the assets of Richmond. The Directors, who have consulted with Religare Capital Markets (UK) Limited, the Company's nominated adviser, believe the terms of these arrangements with Richmond, to be fair and reasonable insofar as Shareholders are concerned.
The Open Offer
In order to provide Shareholders with the opportunity to participate in the fund raising, the Board intends, subject to regulatory approvals, to offer Shareholders on the register at the Record Date the opportunity to subscribe for up to 17,500,000 new Ordinary Shares at the Issue Price, thereby raising up to a further approximately US$7,218,750 (£4,375,000) (before expenses).
The Open Offer will be structured so as to allow Shareholders to subscribe for OfferShares at the Issue Price pro rata to their existing holdings. The Open Offer will also allow Shareholders to make excess applications for Offer Shares, over and above their pro rata entitlement.
It is intended that, subject to regulatory approvals, a circular regarding the Open Offer will be sent to Shareholders in due course and this will provide further details as regards the Open Offer process and timetable. While it is the Board's current intention that the Open Offer will proceed, there can be no guarantee that this will happen.
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
"Admission" | admission to trading of the Placing Shares on either AIM or PLUS
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"AIM" | the AIM market operated by the London Stock Exchange
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"AIM Rules" | the AIM rules for Companies as published and amended by the London Stock Exchange from time to time
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"Class 7" | International Maritime Organisation designation 2912 and 2910 radioactive hazardous cargo
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"Company" or "Noventa" | Noventa Limited
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"Directors" or "Board" | the directors of the Company
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"Existing Ordinary Shares" | the Ordinary Shares in issue at the date of this announcement
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"London Stock Exchange" | London Stock Exchange plc
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"Mining Concession" | each of the three mining permits presently held by Highland African Mining Company Limitada in the Province of Zambezia, in Mozambique, numbered as 75 C (Marropino), 1382 C (Mutala) and 724 C (Morrua);
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"Offer Price" | 25 pence per Offer Share
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"Offer Shares" | the new Ordinary Shares proposed to be made available to Shareholders pursuant to the Open Offer
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"Open Offer" | the conditional offer to Shareholders to subscribe for Offer Shares at the Issue Price
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"Ordinary Shares" | ordinary shares of 0.8 pence each in the capital of the Company
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"Placing" | the placing by Religare on behalf of the Company pursuant to the terms and conditions of the Placing Agreement of the Placing Shares
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"Placing Agreement" | the conditional agreement dated 19 August 2011 between Religare and the Company relating to the Placing |
"Placing Shares" | the 73,600,000 new Ordinary Shares which have been placed firm by Religare on behalf of the Company pursuant to the Placing with investors
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"PLUS" | PLUS Quoted Market operated by PLUS Markets plc
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"Preference Redemption" | the redemption of Preference Shares in respect of which the consideration will be the issue of Ordinary Shares as contemplated in the Proposals |
"Preference Shareholders" | holders of Preference Shares in the Company |
"Preference Shares" | the convertible redeemable preference shares of £1 each in the capital of the Company
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"Proposals" | the proposals set out in this announcement including the Placing, the Subscription with Clawback and the Preference Redemption |
"Record Date" | the date on which entitlements to the Open Offer are calculated, prior to the Open Offer being made
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"Richmond" | Richmond Partners Master Limited |
"Shareholders" | holders of Ordinary Shares and/or Preference Shares, as the context may require
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"Subscription Agreement" | the subscription agreement between the Company and Richmond dated 19 August 2011 (relating to the Subscription with Clawback) |
"Subscription Shares" | the 17,500,000 new Ordinary Shares which have been placed firm with Richmond pursuant to the Subscription Agreement |
"Subscription with Clawback" | the Subscription Shares which Richmond has conditionally agreed to subscribe for pursuant to the Subscription Agreement, subject to potential clawback under the Open Offer
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"TSX" | Toronto Stock Exchange |
Assumed US Dollar/GB Pound exchange rate in this Announcement is £1.00:$1.65
Religare Capital Markets (UK) Limited ("Religare"), which is authorised and regulated in the United Kingdom by the FSA, is the Company's nominated adviser. Religare's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Religare is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Religare or for providing advice in relation to the Placing, Admission or any matters referred to in this announcement.
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 Religare or by any of its 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 expressly disclaimed.
This announcement has been issued by the Company and is the sole responsibility of the Company. This announcement is for information purposes only and does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company under any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful. Accordingly, copies of this announcement are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into the United States and persons receiving this announcement (including brokers, custodians, trustees and other nominees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send this announcement in or into the United States.
The Placing Shares have not been and will not be registered or qualified for distribution to the public under the securities legislation of any province or territory of Australia, Japan or South Africa or in any country, territory or jurisdiction where to do so may contravene local securities laws or regulations. Accordingly, the Placing Shares may not, subject to certain exemptions, be offered or sold directly or indirectly in or into, or to any national, citizen or resident of Australia, Japan or South Africa. The distribution of this announcement in or into other jurisdictions may be restricted by law and therefore 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 any such jurisdictions.
Neither the Placing Shares nor the Offer Shares have been nor will be registered under the United States Securities Act of 1933, as amended ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares and any Offer Shares are being offered and sold outside the United States in accordance with Regulation S promulgated under the Securities Act. No public offering of the Placing Shares or the Offer Shares referred to in this announcement is being made in the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated 19 July 2011, which is available on SEDAR at www.sedar.com.
Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.
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