Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Placing and Subscription to Raise approx. £1.1m

5th Dec 2013 11:55

RNS Number : 7850U
Weatherly International PLC
05 December 2013
 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED.

Weatherly International plc ("Weatherly" or the "Company")

Placing and Subscription to Raise approximately £1.1 million

Weatherly International plc (LSE: WTI) is pleased to announce that it has conditionally raised approximately £1.1 million (before expenses) by way of a placing of 35,733,336 new Ordinary Shares of 0.5p each (the "Placing Shares") with both new and existing institutional shareholders at a price of 3.0 pence per Placing Share (the "Placing Price") (the "Placing") and through subscriptions for 1,000,000 Ordinary Shares also at a price of 3.0 pence per Ordinary Share (the "Subscription Shares") (the "Subscription") of which, Charilaos Stavrakis, one of the Company's Non-Executive Directors, is agreeing to subscribe, in aggregate, for 1,000,000 new Subscription Shares.

The net proceeds of the issue of the Placing Shares and the Subscription Shares of approximately £1.03 million, will be used to strengthen the Company's balance sheet going forward.

Rod Webster, Chief Executive of Weatherly, commented: "We are delighted to have successfully raised these funds through both existing and new shareholders. In light of this, the board believes it is prudent to strengthen our balance sheet at this time, which is especially important given that much of the anticipated cashflows over the coming year from Central Operations are being reinvested to increase production at the two existing mines. While this is unlikely to have any effect on production for the remainder of 2013 (annualised ~4,800t Cu), we expect production in 2014 to move towards our 7,000t target. The board is confident that, at current copper prices, exchange rates and anticipated production levels, the Company will have the financial resources to meet both its capital requirements and loan repayments. We would like to thank our shareholders for their support and now believe we are fully set to increase copper production both from Central Operations and Tschudi as we focus on building a mining business capable of producing 25,000 tonnes of copper per annum."

Further Details on the Placing and the Subscription

The Placing Shares and the Subscription Shares will represent approximately 6.4 per cent. of the Company's enlarged issued ordinary share capital of 573,305,145 Ordinary Shares immediately following completion of the Placing. The Placing Price represents a discount of approximately 11.2 per cent. to the Closing Price of 3.38 pence per Ordinary Share as at 3 December 2013 (being the last business day prior to the announcement of the Placing).

Charilaos Stavrakis, non-executive director of the Company, is subscribing for 1,000,000 Subscription Shares, which is his entire holding in the Company and represent 0.17 per cent. of the Company's enlarged issued share capital. In addition, Mr Stavrakis holds options over 750,000 ordinary shares at an exercise price of 4.12p.

Application has been made to the London Stock Exchange for the admission of the Placing Shares and the Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective on 10 December 2013 and that dealings in the Placing Shares and the Subscription Shares will commence at 8.00 a.m. on that date.

In connection with the Placing, the Company has entered into a placing agreement with RFC Ambrian Limited ("RFC Ambrian") pursuant to which RFC Ambrian has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price (the "Placing Agreement"). The Placing has not been underwritten.

The Placing is conditional, inter alia, on:

· the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

· Admission becoming effective by no later than 8.00 a.m. on 10 December 2013 (or such later time and/or date as the Company and RFC Ambrian may agree), not being later than 8.30 a.m. on 16 December 2013.

The Subscription is only conditional upon Admission of the Placing Shares becoming effective.

The Placing Agreement contains customary warranties given by the Company to RFC Ambrian as to matters relating to the Company and its business and customary indemnities given by the Company to RFC Ambrian in respect of liabilities arising out of or in connection with the Placing. RFC Ambrian are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading, or the occurrence of certain force majeure events. For the avoidance of doubt, termination rights under the Placing Agreement cannot be exercised after Admission.

The Placing Shares and the Subscription Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the Admission and will otherwise rank on Admission pari passu in all respects with the existing Ordinary Shares in the capital of the Company. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Total Voting Rights

 

Following Admission of the Placing Shares and the Subscription Shares, Weatherly's issued share capital and total voting rights will consist of 573,305,145 Ordinary Shares.

 

The above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

 

About Weatherly International PLC

 

Weatherly is an AIM listed, copper focused mining company, the principal assets of which are located in Namibia. It currently has two producing copper mines (Otjihase and Matchless), and is developing the Tschudi Copper Project. These assets will enable Weatherly to achieve its medium term strategy of establishing a copper mining business capable of sustaining approximately 25,000tpa of copper production. The Company also has a 25% stake in an AIM listed company, China Africa Resources Plc (CAR), which is currently focused on the development of the lead/zinc project at Berg Aukas in Northern Namibia.

 

 

For further information please contact:

 

Weatherly International Plc +44 (0) 20 7917 2989

Rod Webster, Chief Executive Officer

Rolf Gerritsen, Senior Executive

 

 

RFC Ambrian Limited +44 (0) 20 3440 6800

(Nominated Adviser & Broker)

Samantha Harrison

Jen Boorer

 

 

RFC Ambrian Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that RFC Ambrian Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of RFC Ambrian Limited or for advising any other person on the arrangements described in this announcement. RFC Ambrian Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by RFC Ambrian Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

 

The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Canada, Australia or Japan nor has any prospectus in relation to the Placing Shares been lodged with or registered by the Australian Securities and Investments Commission. Accordingly, subject to certain exceptions, the Placing Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia or Japan. This announcement is directed and issued only to the shareholders of Weatherly and their representatives and shall not be distributed to or used by any other person. Overseas shareholders and any person (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward this announcement to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

 

This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Placing and distribution of this document and other information in connection with the potential capital increase in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company. In addition, no agent or representative of the Company accepts any responsibility whatsoever for the contents of this document and no representation or warranty express or implied, is made by any agent or representative as to the information set out in this document. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company or any of its subsidiaries or affiliates, since the date of this announcement or that the information in it is correct as at any subsequent date.

 

Neither the content of Company's website (or any other website, including but not limited to the websites of the Company's subsidiaries or affiliates) nor the content of any website accessible from hyperlinks on the Company's website (or any other website, including but not limited to the websites of the Company's subsidiaries or affiliates) is incorporated into, or forms part of, this announcement.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCUVSKRORAURRA

Related Shares:

Weatherly International Plc
FTSE 100 Latest
Value8,596.35
Change99.55