TIDMMML
RNS Number : 7205R
Medusa Mining Limited
30 October 2013
MEDUSA MINING LIMITED
ABN: 60 099 377 849
Unit 7, 11 Preston Street
Como WA 6152
PO Box 860
Canning Bridge WA 6153
Telephone: 618-9367 0601
Facsimile: 618-9367 0602
Email: admin@medusamining.com.au
Internet: www.medusamining.com.au
NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH ITS DISTRIBUTION WOULD BE UNLAWFUL
30 October 2013
Proposed PLACEMENT TO RAISE UP TO A$25 MILLION
(ASX & LSE: MML)
Medusa Mining Limited ("Medusa" or the "Company") today
announces its intention to raise up to A$25.0 million
(approximately GBP14.8 million) by way of a non-underwritten
placement of new ordinary shares in the Company (the "New Shares")
at A$1.80 per New Share to institutional and other investors (the
"Placement"). The Placement will be conducted by way of a volume
only bookbuild process in Australia whereby Euroz Securities
Limited ("Euroz") will be acting as lead manager and
bookrunner.
The net proceeds of the Placement are intended to be used:
-- to pay down outstanding trade creditors to normal operating levels;
-- to partly pay down the Company's working capital facility with Philippine Banks; and
-- for working capital to maintain a prudent liquidity buffer
pending the commencement of production from the Company's new Co-O
Mill.
The New Shares are proposed to be issued in two tranches:
-- the first tranche being up to 9,445,195 New Shares (being the
number of ordinary shares available to be issued under the
shareholder approval that was granted at the Company's 2012 Annual
General Meeting and representing 5% of the Company's share
capital), which will be issued on or about 7 November 2013
("Tranche 1"); and
-- the second tranche being the balance subject to the grant of
shareholder approval by special resolution of the proposed
Resolution 4 (Disapplication of pre-emptive rights) at the
Company's 2013 Annual General Meeting to be held on 22 November
2013 ("Approval Resolution"), which will authorise the issue of up
to a further 9,445,195 New Shares ("Tranche 2"). It is envisaged,
however, that approximately 4.5 million New Shares representing
less than 2.5% of the Company's existing share capital will be
issued as part of Tranche 2. The New Shares under Tranche 2 are,
subject to this shareholder approval, to be issued on or about 25
November 2013.
The Placement is subject to the terms and conditions that will
be set out in a Placement Confirmation Letter provided by Euroz to
selected participating eligible investors. Important information
regarding the Placement and the offer restrictions applicable to
the Placement are outlined in the accompanying presentation. To
access the presentation please cut and paste the following link
into your browser:
http://www.rns-pdf.londonstockexchange.com/rns/7205R_-2013-10-30.pdf
This announcement is not intended to lift the ASX Trading Halt
currently in place for all Medusa Securities. The Company proposed
to announce the results of the Placement prior to the open of
trading on ASX on Monday, 4 November 2013, with trading on ASX to
re-commence on Monday, 4 November 2013.
The New Shares, will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing issued
ordinary shares in the Company, including the right to receive all
dividends and other distributions declared made or paid after the
date of issue.
Application will be made to the ASX for the New Shares to be
granted official quotation on ASX immediately following their
issue. Application will also be made to the Financial Conduct
Authority ("FCA") for admission of the New Shares to the Standard
Listing Segment of the Official List of the UK Listing Authority
("Official List") and to the London Stock Exchange for admission to
trading on its Main Market for Listed Securities (together "UK
Admission"). Application for UK Admission will be made as soon as
practicable following issue of the New Shares.
KEY DATES *
Placement opens 5pm (Sydney time) Wednesday,
30 October 2013
-------------------------------- ------------------------------
Placement closes 3pm (Sydney time) Thursday,
31 October 2013
-------------------------------- ------------------------------
Announcement of results Prior to 10 am (Sydney
of Placement and issue time) Monday, 04 November
price of New Shares 2013
-------------------------------- ------------------------------
Settlement date for issue Thursday, 07 November
of New Shares under Tranche 2013
1
-------------------------------- ------------------------------
Allotment of New Shares Friday, 08 November
for Tranche 1 2013
-------------------------------- ------------------------------
Annual General Meeting Friday, 22 November
to refresh placement capacity 2013
-------------------------------- ------------------------------
Settlement date for issue Monday, 25 November
of new shares under Tranche 2013
2
-------------------------------- ------------------------------
Allotment of New Shares Tuesday, 26 November
for Tranche 2 2013
-------------------------------- ------------------------------
* The key dates above are subject to change without notice. The
Company reserves the right to amend any or all of these dates and
times, subject to the Corporations Act, the ASX Listing Rules and
other applicable laws.
Approval Resolution
The Approval Resolution was proposed in the Company's notice of
meeting for its 2013 Annual General Meeting that was despatched by
the Company to shareholders on 18 October 2013. At the time of
issue of that notice, the proposed Placement had not been
contemplated and accordingly the Approval Resolution was proposed
simply to refresh the disapplication of pre-emptive rights in the
Company's constitution so that the Company would be authorised to
issue up to 9,445,195 New Shares in the period from the date of the
2013 Annual General Meting to the date of the Company's next Annual
General Meeting or 22 February 2015 (whichever was later).
It is now proposed that the Company issue the New Shares under
Tranche 2 of the Placement pursuant to the authority granted by the
Approval Resolution. Further details of the New Shares proposed to
be issued under Tranche 2 will be notified to shareholders with the
announcement of the results of the Placement prior to the 2013
Annual General Meeting.
NOT AN OFFER
This announcement does not constitute an offer, and may not be
used in connection with an offer to sell or issue or the
solicitation of an offer to buy or subscribe for New Shares in any
JURSIDICTION.
NO PUBLIC OFFER OF SECURITIES IS BEING MADE IN ANY JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACEMENT.
NOTICE TO UK RESIDENTS
This announcement is not a prospectus for the purposes of the
Prospectus Rules published by the FCA and has not been, and will
not be, approved by, or filed with, the FCA. This Announcement
contains no offer to the public within the meaning of Section 102B
of the United Kingdom Financial Services and Markets Act 2000 (as
amended), the United Kingdom Companies Act 2006 or otherwise.
NOTICE TO US RESIDENTS
This document may not be released or distributed in the United
States. This document does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Any securities described in this document have not been, and will
not be, registered under the US Securities Act of 1933 and may not
be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements under
the US Securities Act and applicable US state securities laws.
For further information please contact:
Australia
Euroz Securities Limited
Robert Black +61 417 978 120
Peter Schwarzbach +61 431 311 690
Medusa Mining Limited +61 8 9367 0601
Peter Hepburn-Brown, Managing
Director
United Kingdom
SP Angel Corporate Finance
LLP (Financial Adviser & +44 (0)20 3463
Broker) 2260
Ewan Leggat/Laura Littley
This information is provided by RNS
The company news service from the London Stock Exchange
END
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