7th Nov 2007 07:01
Jubilee Platinum PLC07 November 2007 Not for release, publication or distribution in or into the United States, Australia, Canada or Japan. Jubilee Platinum plc ("Jubilee" or "the Company") Incorporated in the United KingdomRegistration number 4459850 AIM: JLPJSE: JBLISIN: GB0031852162 7 November 2007 PROPOSED GENERAL ISSUE OF SHARES FOR CASH Introduction In accordance with Jubilee's existing authority under its memorandum andarticles of association and general authority to issue shares for cash inaccordance with paragraph 5.52 of the Listings Requirements of the JSE Limited("JSE"), Jubilee announces today that it proposes to place 13,000,000 newordinary shares (the "Placing Shares") equating to approximately 14.77 percent. of the Company's current issued share capital, to raise approximately£11,000,000 (net of expenses). Jubilee proposes to place 13,000,000 ordinary shares at an issue price perPlacing Share of R12.50 on the JSE and 89 pence on the AIM Market of the LondonStock Exchange ("AIM"). This represents a 4.1% discount to the 30 day volumeweighted average price of 92.70 pence per ordinary share on AIM as at 6 November2007 being the last practicable date prior to this announcement. The Company proposes to place the shares with institutional shareholders, whoqualify as "public" shareholders within the meaning of paragraphs 4.25 and 4.26of the Listings Requirements of the JSE. Application will be made to the London Stock Exchange and the JSE Limited forthe Placing Shares to be admitted to trading on AIM and the Johannesburg StockExchange ("Admission"). The Placing Shares will rank pari passu in all respectswith the existing ordinary shares. The Placing is conditional on Admission. Itis expected that dealings in the Placing Shares on AIM and the JSE will commenceon 12 November 2007. Application of proceeds The net proceeds will primarily be used to fund the bankable feasibility studyat Jubilee's core Tjate project. Financial effects The table below reflects the unaudited pro forma financial effects of the abovementioned proposed general issue of shares for cash. The pro forma financialeffects have been prepared for illustrative purposes only and in terms of theListings Requirements of the JSE and therefore due to their nature, may nottruly reflect Jubilee's financial position or results. The directors of Jubileeare responsible for the preparation of the pro forma financial effects. Before the issue Pro forma after Change (%) the issue Basic loss - pence per share 2.09 1.79 14.35 Headline loss - pence per share 2.09 1.79 14.35 Net asset value ("NAV") - pence per share 24.87 32.16 29.31 Net tangible asset value ("NTAV") - pence per share 17.38 26.56 52.82 Notes: I. The "Before the issue" figures are based on Jubilee published provisional interim results for the six months ended 30 June 2007. II. The "Pro forma after the issue" column is based on the assumption that the issue was effective on 1 January 2007 for basic loss per share and headline loss per share. It is assumed that the proceeds will be utilised for capital expenditure and working capital and will therefore not affect earnings for the period. Losses per share, however, will be diluted by the new number of shares in issue. III. The "Pro forma after the issue" column is based on the assumption that the issue was effective on 30 June 2007 for NAV and NTAV purposes. IV. The number of shares used in the basic loss and headline loss calculations were 79 839 600 for before the issue and 92 839 600 for after the issue. The weighted average number of shares used in the NAV and NTAV calculation were 82,305,192 for before the issue and 95,305,192 for after the issue. London7 November 2007 For further information please contact: Colin Bird Jubilee Platinum plcTel: +44 (0) 20 7584 2155 Gerard Kisbey-Green / Erik Anderson / Jan Bosch Investec Bank (UK) LimitedTel+ 44 (0) 20 7597 5000 Louise Goodeve / Justine Howarth Parkgreen Communications LtdTel +44 (0) 20 7851 7480 APPENDIX 1 TERMS AND CONDITIONS OF THE PLACING For Placees in the United Kingdom only - Important Information 1. Eligible Participants This Appendix, including the terms and conditions of the Placing set out below,is directed only at persons who are a "qualified investor" as referred to atsection 86(7) of the Financial Services and Markets Act 2000 ("FSMA") and at orto whom any private communication relating to the Company that is a "financialpromotion" (as such term is used in relation to FSMA) may lawfully be issued,directed or otherwise communicated without the need for it to be approved, madeor directed by an "authorised person" as referred to in FSMA ("FSMA QualifiedInvestors"). In this Appendix "you" or "Placee" means any eligible person who is or becomescommitted to subscribe for Placing Shares under the Placing pursuant to acommitment given to Investec acting as agent for the Company. Members of the public are not eligible to take part in the Placing. 2. Overseas jurisdictions The distribution of this announcement and the Placing and/or issue of ordinaryshares in certain other jurisdictions may be restricted by law. No action hasbeen taken by the Company or Investec that would permit an offer of ordinaryshares or possession or distribution of this announcement or any other offeringor publicity material relating to such ordinary shares in any jurisdiction whereaction for that purpose is required. FSMA Qualified Investors who seek toparticipate in the Placing must inform themselves about and observe any suchrestrictions. In particular, this announcement does not constitute an offer tosell or issue or the solicitation of an offer to buy or subscribe for ordinaryshares in the capital of the Company in the United States, Canada, Japan orAustralia or in any other jurisdiction in which such offer or solicitation is orwould be unlawful. The Placing Shares have not been and will not be registeredunder the US Securities Act or under the securities laws of any State or otherjurisdiction of the United States, and, subject to certain exceptions, may notbe offered or sold, resold or delivered, directly or indirectly in or into theUnited States, or to, or for the account or benefit of, any US persons (asdefined in Regulation S under the US Securities Act). No public offering of thePlacing Shares is being made in the United States. No money, securities or otherconsideration from any person inside the United States is being solicitedpursuant to this announcement or the Placing. 3. Placing This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. Investec will arrange the Placing as agent for and on behalf of the Company.Investec will determine in its absolute discretion the extent of each Placee'sparticipation in the Placing, which will not necessarily be the same for eachPlacee. Each Placee will be required to pay to Investec, on the Company's behalf, thePlacing Price as the subscription sum for each Placing Share agreed to besubscribed by it under the Placing in accordance with the terms set out in thisAppendix. Each Placee's obligation to subscribe and pay for Placing Shares underthe Placing will be owed to each of the Company and Investec. Each Placee will be deemed to have read this announcement in its entirety. Tothe fullest extent permitted by law and applicable FSA rules, neither Investecnor any other Investec Person shall have any liability to Placees or to anyperson other than the Company in respect of the Placing. 4. Participation and settlement Participation in the Placing is only available to persons who are invited toparticipate in it by Investec. A Placee's commitment to subscribe for a fixed number of Placing Shares underthe Placing will be agreed orally with Investec. Such agreement will constitutea legally binding commitment on your part to subscribe for that number ofPlacing Shares at the Placing Price on the terms and conditions set out orreferred to in this Appendix and subject to the Company's memorandum andarticles of association. After such agreement is entered into a writtenconfirmation will be dispatched to you by Investec confirming the number ofPlacing Shares that you have agreed to subscribe, the aggregate amount you willbe required to pay for those Placing Shares and settlement instructions. It isexpected that such written confirmations will be despatched on the date of thisannouncement, that the trade date for settlement purposes for the Placing Shareswill be 7 November 2007 and the settlement date will be 12 November 2007 for thePlacing Shares. Settlement of transactions in the Placing Shares (ISIN: GB0031852162) will takeplace within the CREST system. Delivery will be against payment at the PlacingPrice of 89 pence per share, free of SDRT, commission and PTM levy. You confirmthat you will match your CREST instructions to our participant ID, 331, by nolater than 12:00 noon on 9 November 2007. Investec reserves the right to requiresettlement for and delivery of the Placing Shares to Placees by such other meansthat it deems appropriate if delivery or settlement is not possible orpracticable within the CREST system within the timetable set out in thisannouncement or would not be consistent with the regulatory requirements in anyPlacee's jurisdiction. If Placing Shares are to be delivered to a custodian or settlement agent, pleaseensure that the written confirmation is copied and delivered immediately to theappropriate person within that organisation. 5. No Prospectus No prospectus has been or will be submitted for approval by the FSA in relationto the Placing or the Placing Shares. Placees' commitments in respect of PlacingShares will be made solely on the basis of the information contained in thisannouncement and on the terms contained in it. 6. Placing Shares The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares. Applications will be made for the admission of the Placing Shares to trading onAIM and the JSE. It is expected that Admission of the Placing Shares will takeplace, and dealings in the Placing Shares will commence, on 12 November 2007. 7. Placing Agreement Investec has today entered into the Placing Agreement with the Company underwhich Investec has, on the terms and subject to the conditions set out in thePlacing Agreement, agreed to use its reasonable endeavours as agent of theCompany to procure subscribers for the Placing Shares at the Placing Price. ThePlacing is not being underwritten by Investec or any other person. 8. Placing conditions The Placing is conditional, inter alia, on (a) the Placing Agreement not beingterminated in accordance with its terms prior to Admission of the Placing Sharesoccurring and (b) Admission taking place not later than 8.00 a.m. on 12 November2007 (or such later date and time as the Company and Investec may agree). Investec reserves the right (with the agreement of the Company) to waive orextend the time and or date for the fulfilment of any of the conditions in thePlacing Agreement applicable to the Placing to a time no later than 8.00 am on19 November 2007 ("the Long Stop Date"). If any condition in the Placing Agreement applicable to the Placing is notfulfilled or waived by Investec by the relevant time, the Placing will lapse andyour rights and obligations pursuant to the Placing shall cease and terminate atsuch time. Investec has certain rights to terminate the Placing Agreement prior toAdmission including, inter alia, if there has been a material adverse change inthe condition or the earnings, business affairs or prospects of the Company, amaterial breach of any of the warranties or undertakings contained in thePlacing Agreement or in certain circumstances of force majeure. If Investecexercises any such right under the Placing Agreement, or if any of the otherconditions are not satisfied or waived, your placing participation willterminate and any funds received from you will be repaid forthwith to suchaccount as you shall designate. Investec shall have no liability to you inrespect of any decision it may make as to whether or not to exercise its rightto terminate the Placing Agreement or to waive or to extend the time forsatisfaction of any conditions of the Placing Agreement. Investec shall notwaive the condition that Admission takes place. 9. Payment default Your entitlement to receive any Placing Shares will be conditional on Investec'sreceipt of payment by the relevant time to be stated in the written confirmationreferred to above, or by such later time and date as Investec may in itsabsolute discretion determine. Investec may, in its absolute discretion, waivesuch condition, and shall not be liable to you in the event of it decidingwhether to waive or not to waive such condition. If you fail to make such payment by the required time for any Placing Shares (1)the Company may release itself (if it decides, at its absolute discretion, to doso) and will be released from all obligations it may have to allot and/or issueany such Placing Shares to you or at your direction which are then unallottedand/or unissued, (2) the Company may exercise all rights of lien, forfeiture andset-off over and in respect of any such Placing Shares to the fullest extentpermitted under its articles of association or otherwise by law and to theextent that you then have any interest in or rights in respect of any suchshares, (3) the Company or, as applicable, Investec may sell (and each of themis irrevocably authorised by you to do so) all or any of such shares on yourbehalf and then retain from the proceeds, for the account and benefit of theCompany or, where applicable, Investec (i) any amount up to the total amount dueto it as, or in respect of, subscription monies, or as interest on such monies,for any Placing Shares, (i) any amount required to cover any stamp duty or stampduty reserve tax arising on the sale, and (iii) any amount required to coverdealing costs and/or commissions necessarily or reasonably incurred by it inrespect of such sale, and (4) you shall remain liable to the Company and to Investec for any loss which it may suffer as a result of it (i)not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whateverprice and on whatever terms are actually obtained for such sale by or for it.Interest may be charged in respect of payments not received by Investec forvalue by the required time referred to above at the rate of two percentagepoints above the base rate of Barclays Bank plc 10. Placees' warranties and undertakings to the Company and Investec By agreeing with Investec to subscribe for Placing Shares under the Placing youirrevocably acknowledge and confirm and warrant and undertake to, and agreewith, each of the Company and Investec (in its capacity as placing agent), ineach case as a fundamental term of your application for Placing Shares and ofthe Company's obligation to allot and/or issue any Placing Shares to you or atyour direction, that: 10.1 you agree to and accept all the terms and conditions set out in this Appendix; 10.2 you are not, and are not acting as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); 10.3 no instrument under which you acquire Placing Shares (whether as principal, agent or nominee) will be subject to stamp duty or SDRT at the increased rates referred to in sections 67 or 93 (Depository Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; 10.4 you are not, and do not regard yourself as being, a customer of Investec in relation to the Placing, and Investec will not have any duties or responsibilities towards you for providing the protections afforded to its customers under the rules of The Financial Services Authority or for advising you with regard to the Placing Shares. In addition, any payment by you will not be treated as client money governed by those rules; 10.5 you are not, and you are not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986; 10.6 you are not, and you are not acting on behalf of a US person (for the purposes of Regulation S of the US Securities Act of 1933, as amended) or a person resident in Canada, Japan, South Africa or Australia or with an address in Canada, Japan, South Africa or Australia or any overseas person who would not under the provisions of any relevant securities legislation be entitled to receive this Appendix or subscribe for the relevant shares and that you will not offer, sell or deliver directly or indirectly any Placing Shares in or into the United States other than in compliance with any relevant exemption from the US Securities Act of 1933 as amended; 10.7 you acknowledge that it is also a term of your participation in the Placing that, to ensure compliance with the Money Laundering Regulations 2003, Investec (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of your identity. Pending the provision to us of evidence of identity, definitive certificates in respect of the Placing Shares or, where appropriate, delivery of the Placing Shares to you in uncertificated form, may be retained at our absolute discretion. If within a reasonable time after a request for verification of identity Investec (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate your commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited; 10.8 you are aware and will comply with your obligations in connection with money laundering under the Proceeds of Crime Act 2002; 10.9 you are aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of the Financial Services and Markets Act 2000 and the Proceeds of Crime Act 2002 and confirm that you have complied with those obligations; 10.10 you acknowledge and agree that, in connection with your participation in the Placing, Investec is not acting for you in any matter relating to or arising out of the Placing or this Appendix and you are therefore not entitled to any of the protections afforded to customers of Investec and that Investec will not be responsible to you for providing advice in connection with the Placing and you do not expect Investec to have a duty to you similar or comparable to the "best execution", "suitability" and "risk warnings" rules of The Financial Services Authority and that you are not relying on Investec to advise whether or not the Placing Shares are in any way a suitable investment for you; 10.11 you have not taken any action or omitted to take any action which will or may result in Investec or the Company, or any of their respective officers, directors, agents, employees or advisers acting in breach of any law or regulatory requirements of any territory or jurisdiction in connection with your placing participation; 10.12 you acknowledge and agree that Investec is entitled to exercise any of its rights under the Placing Agreement or any other right in its absolute discretion without any liability to you; 10.13 you are a person of a kind desired in Articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; 10.14 you irrevocably appoint any duly authorised officer of Investec as your agent for the purpose of executing and delivering to the Company and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the Placing Shares for which you agree to subscribe or purchase upon the terms in this Appendix; 10.15 you have all necessary consents and authorities to enable you to give your commitment to your placing participation and to perform your obligations; 10.16 you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your businesses or that you will acquire, hold, manage and dispose of the Placing Shares for the purposes of your business; 10.17 this Appendix is not being made available to persons who do not fall within the descriptions set out in paragraph 10.15 above and you are not authorised to pass this Appendix to any other person; 10.18 you will not prior to Admission make any offer to the public of the Placing Shares for the purposes of the schedule 11 to the Financial Services and Markets Act 2000; and 10.19 this Appendix and your commitment to subscribe for Placing Shares will be governed by and construed in accordance with English law and you irrevocably agree that the courts of England are to have jurisdiction to settle any dispute which may arise out of or in connection with this Appendix or such commitment. These confirmations, acknowledgements and agreements will survive completion of the Placing. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Jubilee Metals