12th Mar 2013 16:40
12 March 2013
Beacon Hill Resources Plc / AIM: BHR / ASX: BHU / Sector: Mining
Beacon Hill Resources Plc ('Beacon Hill or 'the Company')
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF IRELAND OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
Results of Placing
Beacon Hill Resources Plc, the coal producer listed on the AIM Market of the London Stock Exchange ("AIM") and on the Australian Securities Exchange ("ASX"), is pleased to announce that further to the announcement of 11 March 2013, the Company has raised approximately US$21 million (approximately £14.1 million*) through a placing of 464,122,967 new ordinary shares in the Company ("Ordinary Shares") of 0.25p each ("Placing Shares") (the "Placing").
The funds raised will be used to upgrade rail infrastructure including rail sidings, to commence the Phase 2B and 2C wash plant upgrades and for rail rolling stock related and general working capital purposes.
Completion of Placing
The price per Placing Share was set at 3.0 pence (the "Placing Price"). This represents a discount of 22.6% to the closing price on 8 March 2013 being the latest practicable date prior to the announcement of the Placing. The number of Placing Shares represents approximately 41.6 per cent of Beacon Hill's issued share capital prior to the Placing. The 464,122,967 new Ordinary Shares have been successfully placed with institutional investors by Canaccord Genuity Limited ("Canaccord") and Renaissance Capital Limited ("Renaissance") acting as joint bookrunners ("Joint Bookrunners") following the completion of the bookbuild process and the finalising of allocations. Canaccord is also the broker and retained nominated adviser to Beacon Hill.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of Beacon Hill, including the right to receive all dividends and other distributions declared, made or paid after admission has occurred.
Justin Farr-Jones, Chairman of Beacon Hill commented,
"The Placing has achieved our dual objectives of strengthening the balance sheet and broadening the investor base by attracting new investors into the company as well as receiving support from our existing shareholders. The funding enables Beacon Hill to complete important infrastructure upgrades and puts the company on track to commence coking coal exports later in the year. The support we have received is an acknowledgement of the progress our new management team has made and recognition that Beacon Hill is the only junior company in Mozambique to date with both bulk rail access and a hard coking coal (HCC) export product."
Two Tranche Structure
The Placing Shares have been issued in two Tranches; the "First Tranche Placing Shares" and the "Second Tranche Placing Shares". The First Tranche Placing Shares will be 108,781,226 Ordinary Shares and are issued subject only to their Admission to AIM to become effective, pursuant to the existing authorities of the Company's directors to allot Ordinary Shares on a non pre-emptive basis. The issue of the First Tranche Placing Shares will not result in the Company exceeding its 15% placement capacity for the purposes of ASX Listing Rule 7.1. It is expected that admission of the First Tranche Placing Shares will become effective and dealings in the First Tranche Placing Shares on AIM will commence at 8.00 a.m. (London time) on 18 March 2013, and that admission to quotation of equivalent CHESS depositary interests (CDIs) representing First Tranche Placing Shares on the ASX and dealings of such CDIs on the ASX will commence at 10:00 a.m. (AEDT**) on 19 March 2013. Following admission on AIM of the First Tranche Placing Shares and admission to quotation of CDIs on the ASX, the number of total shares in issue in the Company will be 1,223,251,743 Ordinary Shares, all of which are voting shares.
The Second Tranche Placing Shares will be 355,341,741Ordinary Shares and will only be allotted and issued once shareholders have granted additional authority to the Company's directors to allot the Second Tranche Placing Shares on a non pre-emptive basis and shareholder approval has been obtained for the purposes of ASX Listing Rule 7.1. Accordingly, the issue of the Second Tranche Placing Shares will be conditional, inter alia, on the passing of resolutions that will be set out in a notice of general meeting ("Notice of General Meeting") that will be distributed to shareholders on or about 18 March 2013. The Notice of General Meeting will also provide shareholders with information relating to the proposed resolution of shareholders to ratify the issue of the issue of the First Tranche Placing Shares for the purposes of ASX Listing Rule 7.4. The General Meeting scheduled to be held on 3 April 2013. It is expected that admission of the Second Tranche Placing Shares will become effective and dealings in the Second Tranche Placing Shares on AIM will commence at 8.00 a.m. (London time) on 4 April 2013, and that admission to quotation of equivalent CHESS depositary interests (CDIs) representing the Second Tranche Placing Shares on the ASX and dealings of such CDIs on the ASX will commence at 10:00 a.m. (AEDT) on 5 April 2013. Following admission on AIM of the Second Tranche Placing Shares and admission to quotation of CDIs on the ASX, the total number of shares in issue in the Company will be 1,578,593,484 Ordinary Shares, all of which are voting shares.
As part of the Placing, Centennial Trading Company 174 (Pty) Ltd, a supplier to the Company, subscribed for certain Placing Shares at the Placing Price, with the subscription price of $4.0 million being offset against an equal amount owed by the Company to Centennial Trading Company 174 (Pty) Ltd in relation to the Phase 2B and Phase 2C upgrade of the Minas Moatize washplant. In addition, Greenback Trading Limited, a supplier to the Company, has also subscribed for certain Placing Shares at the Placing Price, with the subscription price of $2.0 million being offset against an equal amount owed by the Company to Greenback Trading Limited in relation to contract mining services.
Latitude
Latitude Zero Financial Investment Fund ("Latitude"), has agreed to subscribe in aggregate for 100,630,618 Placing Shares issued in the Placing. The transaction with Latitude is classified as a related party transaction for the purposes of the AIM rules for Companies. Accordingly, as required by the AIM rules for Companies, the Company's directors, having consulted the Company's nominated adviser, Canaccord, consider that the terms of the transaction with Latitude are fair and reasonable insofar as its shareholders are concerned.
Any terms in this announcement not explicitly defined herein carry the same meaning as those defined in the announcement of the Placing of 11 March 2013
*based on an exchange rate of 1.4906 US Dollars per Pound Sterling as at 11 March 2013
** "AEDT" means Australian Eastern Daylight Time
IMPORTANT INFORMATION
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Company operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the development of the markets and the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.
Any forward-looking statements in this announcement reflect the Company's current view (assuming Admission has occurred) with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies, ASX Listing Rules or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement.
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 Canaccord Genuity Limited, Renaissance Capital Limited 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.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the UK Financial Services Authority ("FSA"), is acting as joint bookrunner, broker and nominated adviser to the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Renaissance Capital Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting as joint bookrunner to the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or its advisers 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 and its advisers to inform themselves about, and to observe such restrictions.
The information in this announcement 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 a prospectus 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 Australia, the United Kingdom, the United States or elsewhere. The information in this announcement 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 as amended (the "Securities Act"), and the securities 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 Ordinary Shares may not be offered or sold in Hong Kong, by means of any document other than (i) to "professional investors" as defined in the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (the "SFO") and any rules made under that ordinance or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance, Chapter 32 of the Laws of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance. No advertisement, invitation or document relating to the Ordinary Shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Ordinary Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that ordinance.
This announcement has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, no Ordinary Shares shall be offered for sale or sold or made the subject of an invitation for subscription or purchase, nor shall this document or any other offering document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Ordinary Shares, whether directly or indirectly, be circulated or distributed to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act of Singapore (the "SFA"), (ii) to a relevant person (as defined in Section 275(2)), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Joint Bookrunner hereby notifies each of the following relevant persons specified in Section 275 of the SFA who subscribes or purchases the Ordinary Shares from or through itself, namely a person which is:
(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,
that shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Ordinary Shares under Section 275 except:
(i) to an institutional investor under Section 274, or to a relevant person, or to any person pursuant to an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;
(ii) where no consideration is given for the transfer; or
(iii) by operation of law.
Furthermore, no advertisement is being made offering or calling attention to an offer or intended offer of the Ordinary Shares.
This announcement relates to an "exempt offer" in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This statement is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this announcement nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorised financial adviser. For the avoidance of doubt, the Ordinary Shares are not interests in a "fund" or "collective investment scheme" within the meaning of either the Collective Investment Law (DIFC Law No. l of 2006) or the Collective Investment Rules Module of the Dubai Financial Services Authority Rulebook.
In respect of the United Kingdom, the Ordinary Shares are directed only at persons selected by Canaccord and Renaissance and who are (i) "investment professionals" falling within article 19(5) of the financial services and markets act 2000 (financial promotion) order 2005 (the "FPO") or (ii) "high net worth companies, unincorporated associations etc." falling within article 49(2) of the FPO. In respect of Australia, the Ordinary Shares are directed (i) as part of an offer which is a small scale offering in accordance with section 708(1) of the Australian Corporations Act 2001 (cth) (Corporations Act) or (ii) to "sophisticated investors" in accordance with section 708(8) of the Corporations Act or (iii) to "professional investors" in accordance with section 708(11) of the Corporations Act or (iv) to "wholesale investors" in accordance with section 761g of the Corporations Act or (v) made an offer by a financial services licensee in accordance with section 708(10) of the Corporations Act. In respect of South Africa, the Ordinary Shares are directed to (i) "sophisticated investors" being persons or entities falling within section 96(1)(a) of the South African Companies Act no. 71 of 2008 (Companies Act) or (ii) single addressees acting as principal where the total acquisition cost of the placing shares by any such addressee is equal to or greater than r1 million as contemplated in section 96(1)(b) of the Companies Act.
The Ordinary Shares may be directed to persons to whom it may otherwise lawfully be communicated (and all such persons together with any of the above approved persons being referred to as "relevant persons"). This announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons.
The information in this announcement 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.
**ENDS**
For further information, please contact: | |
Beacon Hill Resources Plc | |
Justin Farr-Jones, Chairman ([email protected]) Rowan Karstel, Managing Director ([email protected]) | |
Timothy Jones, Group Finance Director ([email protected]) | + 44 (0) 1372 464 549 |
Canaccord Genuity Limited (Nominated Adviser and Joint Bookrunner) | |
Andrew Chubb / Tim Redfern / Seb Jones / Joe Weaving | +44 20 7523 8000 |
Renaissance Capital Limited (Joint Bookrunner) | |
John Porter/Nikita Turkin | +44 20 7367 8242 |
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