5th Apr 2012 07:00
ASX/AIM Code: WHE |
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
WILDHORSE ENERGY LIMITED PLACING OF UP TO £5.56 MILLION (A$8.58 MILLION) TO INITIATE BANKABLE FEASIBILITY STUDY AT MECSEK HILLS UCG PROJECT |
Wildhorse Energy Limited ('WHE' or 'the Company'), the AIM and ASX listed company focused on developing underground coal gasification ('UCG') and uranium projects in Central and Eastern Europe, is pleased to announce a placing of up to 110,259,198 new ordinary shares of no par value in the Company ('Ordinary Shares') and subscriptions for 906,735 new Ordinary Shares at 5 pence per share ('Placing Price') to raise up to £5.56 million (A$8.58 million) before expenses (the 'Placing'). Of these, 30,877,370 Ordinary Shares have been placed firm and 80,288,563 Ordinary Shares have been placed conditional subject to shareholder approval. The Company also intends to undertake a share purchase plan ('SPP'), where eligible shareholders will be given the opportunity to subscribe for Ordinary Shares at the Placing Price up to a total investment of A$15,000 per shareholder.
Highlights
·; Placing to raise up to £5.56 million (A$8.58 million) primarily to initiate a Bankable Feasibility Study ('BFS') at WHE's flagship Mecsek Hills UCG Project
·; Strategic partners to be sought to facilitate the completion of the BFS
·; In addition, actively looking to roll out expansion strategy focussed on Central and Eastern Europe ('CEE') with UCG licence applications in progress in the Czech Republic, Poland and project development activities in the Ukraine
·; Proceeds of the Placing to also be used to further develop joint venture negotiations for the Mecsek Hills Uranium Project with the Hungarian authorities (total combined JORC Inferred resource of 48.3Mt1 for 0.072% U3O8 for 77Mlbs U3O8)
·; The Placing is being made to new and existing sophisticated and institutional investors and was undertaken by GMP Securities Europe LLP ('GMP') and Liberum Capital Limited ('Liberum Capital') as joint bookrunners
·; SPP will provide eligible shareholders of the Company the opportunity to subscribe for up to A$15,000 worth of new Ordinary Shares at the Placing Price to raise up to an aggregate total amount of €2,499,999 before expenses
·; Certain directors of the Company have agreed to subscribe for an aggregate of 906,735 new Ordinary Shares in the Placing at the Placing Price
Matt Swinney Chief Executive Officer of WHE said, "The coming year is an exciting one for WHE and having recently indicated the attractive economic and technical potential of supplying syngas as a gas feedstock for power stations as part of our Pre Feasibility Study for the Mecsek Hills UCG Project, we are now in a position to immediately initiate the BFS as well as to commence a programme to seek to identify and secure suitable strategic partners to fund its completion.
"The funds raised in the Placing will also be highly beneficial to our regional strategy to expand WHE's UCG portfolio across CEE. The region's gas pricing environment is compelling and this first mover advantage will assist us to capitalise on this highly attractive market opportunity. We look forward to building the value of our portfolio of stranded coal assets as we continue to hit key milestones which demonstrate the commercial potential of applying UCG in these areas. Additionally, we will continue to seek to develop a uranium joint venture with the Hungarian authorities to further underpin the Company's valuation and I am confident that these developments will in turn further strengthen our investment case in 2012."
Details of the Placing and the SPP
The Placing is being undertaken at a price of 5 pence (approximately A$0.077) per share. Pursuant to the terms of a placing agreement entered into between the Company, GMP and Liberum (the 'Placing Agreement'), GMP and Liberum have agreed to procure subscribers on a reasonable endeavours basis for up to 110,259,198 new Ordinary Shares of no par value in the Company ('Placing Shares') with two directors of the Company to subscribe separately for 906,735 Placing Shares pursuant to conditional direct subscription agreements with the Company. In aggregate therefore, up to 111,165,933 Placing Shares will be issued pursuant to the Placing. The Placing Shares represent approximately 44.3% of the Company's issued share capital prior to the Placing and therefore a portion of the Placing Shares will be subject to shareholder approval.
Of the Placing Shares to be issued pursuant to the Placing, 30,877,370 Placing Shares have been placed firm and are to be issued by the Company further to the directors' authority to allot Ordinary Shares for cash on a non-pre-emptive basis ('the Firm Placing Shares'). An additional 80,288,563 Placing Shares, including those placed with two of the Company's directors, Matt Swinney and James Strauss ('Conditional Placing Shares') have been placed with investors conditional on shareholder approval at a general meeting of the Company to be convened on or around 18 May 2012 ('the GM'). A notice convening the GM is expected to be sent to shareholders on or around 18 April 2012.
The Company also intends to undertake a SPP whereby eligible shareholders of the Company will be given the opportunity to subscribe for new Ordinary Shares at the Placing Price of up to a maximum investment of A$15,000 per shareholder ('SPP Shares'). Subject to applicable securities laws, the SPP will be limited to an aggregate total amount of €2,499,999 million (approximately A$3.2 million). If applications for more than 41,771,094 shares are received, the Company may in its absolute discretion, undertake a scaleback to the extent and in the manner it sees fit. Any shortfall shares under the SPP may be allotted and issued to persons who are sophisticated and professional investors under section 707(8) and (11) of the Australian Corporations Act ('SPP Shortfall Shares'). Shares issued under the SPP do not require shareholder approval, but any allotment of the SPP Shortfall Shares will be conditional on shareholder approval which will also be sought at the GM.
The Company will apply for admission of the Firm Placing Shares to trading on AIM and the ASX ('First Admission'). It is expected that First Admission will take place and that trading will commence on AIM and the ASX on or around 12 April 2012. Following First Admission the Company's issued share capital will consist of 281,805,997 Ordinary Shares of no par value.
Subject to shareholder approval at the GM, the Company will also apply for admission of the Conditional Placing Shares on AIM and the ASX ('Second Admission'). It is expected that Second Admission will take place and that trading will commence on AIM and the ASX on or around 22 May 2012. Following Second Admission the Company's issued share capital will consist of 362,094,560 Ordinary Shares of no par value.
The Placing Shares will, when issued, be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after First Admission and Second Admission (as applicable) in respect of the Ordinary Shares then in issue and will otherwise rank on First Admission and Second Admission (as applicable) pari passu in all respects with the existing Ordinary Shares then in issue.
The Firm Placing is conditional, among other things, upon First Admission becoming effective. The Conditional Placing is conditional, among other things, upon shareholder approval and First Admission and Second Admission becoming effective. The Firm Placing is not conditional on the Conditional Placing.
The net proceeds of the Placing will be used to:
·; Initiate the BFS for the Company's Mecsek Hills UCG project including the initiation of permitting and the purchase of land for the site
·; Undertake further work and permitting associated with the expansion of the Company's UCG portfolio across CEE with licence applications currently in progress across the Czech Republic, Poland and Ukraine
·; Identify and secure suitable strategic partners to facilitate the completion of the BFS
·; Perform work associated with the completion of a proposed joint venture agreement with the state owned Mecsek-Öko in respect of the Company's Mecsek Hills Uranium project
·; Satisfy general working capital expenses
Directors Participation in the Placing
Subject to the approval of shareholders at the GM, the following directors of the Company have agreed, pursuant to subscription agreements with the Company, to subscribe at the Placing Price for an aggregate of 906,735 Placing Shares in the Placing:
Placing Shares subscribed for | Total Ordinary Shares held post subscription | Percentage of enlarged issued share capital* | |
Matt Swinney | 647,668 | 714,335 | 0.20% |
Jamie Strauss | 259,067 | - | 0.07% |
* assuming the issuance of the Placing Shares but excluding any Ordinary Shares which may be issued pursuant to the SPP.
The Directors participation in the Placing is considered a related party transaction under the AIM Rules. The independent directors of the Company (being all directors of the Company other than Matt Swinney and Jamie Strauss) consider, having consulted with Grant Thornton, the Company's Nominated Adviser, that the terms of the issue of shares to the Directors are fair and reasonable insofar as the Company's shareholders are concerned.
Notice of General Meeting
The Company intends to mail a circular, on or around 18 April 2012, to all shareholders giving notice of the GM with an accompanying explanatory memorandum which provides further information on the proposed resolutions to be considered at the GM. This notice will be available at www.wildhorse.com.au.
1 Hungarian Subsidiary of Wildhorse wholly owns rights to the Pecs Licence which has an Inferred resource of 38.5Mt at 0.076% U3O8 for 65 Mlbs of U3O8. The remaining Inferred resources (9.8Mt at 0.057% U3O8 for 12 Mlbs of U3O8) are located on a licence which is owned by Mecsek-Öko and is subject to a non-binding co-operation agreement with WHE. The Company does not currently have any rights to this resource.
**ENDS**
For further information please visit www.wildhorse.com.au or contact:
Matt Swinney | Wildhorse Energy Limited | Tel: +44 (0)207 292 9110 |
Gerry Beaney | Grant Thornton UK LLP | Tel: +44 (0)207 383 5100 |
Richard Greenfield | GMP Securities Europe LLP | Tel: +44 (0)207 647 2800 |
Clayton Bush | Liberum Capital Limited | Tel: +44 (0)203 100 2222 |
Elisabeth Cowell | St Brides Media & Finance Ltd | Tel: +44 (0)207 236 1177 |
This Announcement has been issued by and is the sole responsibility of the Company. 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 GMP Securities Europe LLP ('GMP') or Liberum Capital Limited ('Liberum Capital') or by any of their 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.
GMP and Liberum Capital are acting as joint Bookrunners, GMP and Liberum Capital, which are authorised and regulated by the Financial Services Authority, are acting for the Company in connection with the Placing and no-one else and neither GMP nor Liberum Capital will be responsible to anyone other than the Company for providing the protections afforded to the respective clients of GMP and Liberum Capital. Neither GMP nor Liberum Capital are providing advice in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, GMP or Liberum Capital that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, GMP and Liberum Capital to inform themselves about, and to observe, such restrictions.
The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
No public offer of securities of the Company is being made in the United Kingdom, the United States, the Republic of South Africa or elsewhere. The information in this press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Related Shares:
SO4.L