TIDMSULA
RNS Number : 6182P
Sula Iron & Gold PLC
18 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Sula Iron & Gold Plc or other evaluation of any
securities of Sula Iron & Gold Plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities.
18 November 2016
SULA IRON & GOLD PLC
("Sula" or the "Company")
Placing and Subscription to raise approximately GBP1.17 million
gross
Proposed Open Offer
Directors' Subscriptions
Sula (AIM: SULA), the multi-commodity exploration company
focused on Sierra Leone, is pleased to announce that it has
conditionally raised approximately GBP1.17 million (before
expenses) through a placing by VSA Capital Limited and direct
subscriptions for, in aggregate, of 558,733,765 new ordinary shares
of 0.1p each in the Company ("Ordinary Shares") (the "New Ordinary
Shares") at an issue price of 0.21p per share (the "Placing and
Subscription Price") to new and existing shareholders (the "Placing
and Subscription").
As part of the Placing and Subscription, certain Directors of
the Company, being Roger Murphy, Iain Macpherson, Howard Baker and
Matt Wood, have collectively subscribed for 77,872,758 New Ordinary
Shares at the Placing and Subscription Price (the "Directors'
Subscriptions"), raising GBP0.16 million (before expenses).
The Company is also pleased to announce that it is proposing to
make an Open Offer as soon as practicable to all qualifying
shareholders of the Company to raise up to a further GBP0.3 million
(before expenses) by the issue of up to 143,031,940 shares (the
"Open Offer Shares") at the Placing and Subscription Price (the
"Open Offer").
Roger Murphy, Chief Executive Officer of Sula, commented:
"We are delighted with the continued support shown for the
development of our Ferensola gold project in Sierra Leone and are
pleased to be able to make the open offer to our existing
shareholders, which allows them to participate in the equity
fundraise at the same price per share. The proceeds of this
fundraising will be used for the next phase of exploration
including additional diamond drilling that will commence early in
the New Year and which is expected to further demonstrate the scale
of our project. We are looking forward to updating shareholders as
the programme yields results during the course of the coming
months."
The Placing and Subscription
Pursuant to the Placing and Subscription, new and existing
shareholders, including certain of the Directors as part of the
Directors' Subscriptions, have agreed to subscribe for the New
Ordinary Shares at the Placing and Subscription Price. The Placing
and Subscription Price represents a discount of approximately 7 per
cent. to the Company's closing middle market share price of 0.225p
on 17 November 2016.
The New Ordinary Shares have been issued conditional upon their
admission to trading on AIM ("Admission"). The Company has made
application for Admission of the New Ordinary Shares and it is
expected that Admission will become effective and that dealings in
the New Ordinary Shares will commence at 8.00 a.m. on 24 November
2016. The New Ordinary Shares represent, in aggregate, 30.1 per
cent. of the Company's share capital as enlarged by the New
Ordinary Shares (the "Enlarged Share Capital").
The Placing and Subscription is not conditional upon the Open
Offer taking place or shareholder approval. The New Ordinary Shares
will rank pari passu in all respects with the Company's existing
Ordinary Shares (including the right to participate in the Open
Offer) and will be issued fully paid.
Following completion of the Placing and Subscription, the
Company's Enlarged Share Capital will comprise 1,859,415,219
Ordinary Shares. This figure of 1,859,415,219 Ordinary Shares may
be used by Shareholders as the denominator for the calculations by
which they may determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
The Proposed Open Offer
The Company is proposing to make a 1 for 13 Open Offer of up to
143,031,940 Open Offer Shares at the Placing and Subscription Price
in order to give qualifying shareholders the opportunity to
participate in an equity fundraising at the same price as the
investors participating in the Placing and Subscription.
The Open Offer will provide an opportunity for all qualifying
shareholders to participate in the Open Offer pro rata to their
holdings of Ordinary Shares at the record date for the Open Offer
with the option to apply to subscribe for more Open Offer Shares
pursuant to an excess application facility.
Further details including the timetable for the proposed Open
Offer will be set out in the Open Offer circular (the "Open Offer
Circular"), which will be sent to qualifying shareholders as soon
as practicable.
In the event that the proposed Open Offer is not fully
subscribed by such qualifying shareholders, VSA Capital Limited
("VSA"), acting in its capacity as broker and placement agent to
the Company, will have the ability to place any Open Offer Shares
for which valid applications have not been received at the Placing
and Subscription Price over a period of 2 days after the Open Offer
closes.
As the Directors' have sufficient existing share capital
authorities to allot shares in the Company, the Open Offer is not
conditional upon shareholder approval.
Should all the Open Offer Shares be taken up by qualifying
shareholders or otherwise placed by VSA, the Open Offer Shares will
represent approximately 8 per cent. of the Company's issued share
capital post completion of the Placing and Subscription as enlarged
by the Open Offer Shares.
Use of the Placing and Subscription and Open Offer Proceeds
The net proceeds of the Placing and Subscription (and Open
Offer, if any) if any, will be used to conduct additional diamond
drilling on Sula's Sanama Hill, which already hosts a JORC
Compliant Exploration Target and into our much larger Eastern
Target where Sula recently reported some positive trenching results
and findings of visible gold. The net proceeds will also fund other
on-going exploration activities and drilling support from the
Dalakuru exploration camp located between Sanama Hill and the
Eastern Target and also be used for the group's general working
capital purposes.
Directors' Subscriptions
Following the Directors' Subscriptions, the interests of Roger
Murphy, Iain Macpherson, Howard Baker and Matt Wood in the Ordinary
Share capital of the Company will be as detailed below.
Director Number Number Total % of Total % of
of existing of New Ordinary Enlarged Ordinary Enlarged
Ordinary Ordinary Shares Share Shares Share
Shares Shares immediately Capital immediately Capital
Subscribed following immediately following immediately
for the Placing following the Open following
and Subscription the Offer the
Placing (1) Open
and Offer
Subscription (1)
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
Roger
Murphy 0 15,714,286 15,714,286 0.85 15,714,286 0.78
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
Iain Macpherson 0 38,269,748 38,269,748 2.06 38,269,748 1.91
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
Howard
Baker 6,791,666 7,715,876 14,507,542 0.78 14,507,542 0.72
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
Matt Wood 1,495,641 16,172,848 17,668,489 0.95 17,668,489 0.88
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
Total 8,287,307 77,872,758 86,160,065 4.63 86,160,065 4.30
----------------- ------------- ------------ ------------------ -------------- ------------- -------------
(1) Assuming full take-up of the Open Offer
Subscription for New Ordinary Shares by Ongeza Mining
The Company has agreed to pay Ongeza Mining ("Ongeza"), a
company of which Iain Macpherson, a Director of Sula, is a director
and a subsidiary of Madini Minerals ("Madini"), which owns 25 per
cent. of Madini Occidental ("MO"), a Substantial Shareholder of the
Company as defined by the AIM Rules, aggregate fees of GBP0.048
million in relation to the Placing and Subscription ("Subscription
Fees"). Ongeza has agreed to use its Subscription Fees to subscribe
for 22,935,932 of the New Ordinary Shares as part of the
Subscription (the "Ongeza Subscription").
Following the issue of the New Ordinary Shares, MO and Ongeza
will be interested in 319,874,530 and 22,935,932 Ordinary Shares
respectively, representing 17.2 per cent. and 1.2 per cent. of the
Enlarged Share Capital immediately following the Placing and
Subscription.
Related Party Transactions
The Directors' Subscriptions and the Ongeza Subscription are
each deemed to be related party transactions in accordance with the
AIM Rules for Companies. Accordingly, the independent director, for
this purpose being Nick Warrell, considers, having consulted with
the Company's Nominated Adviser, Strand Hanson Limited, that the
terms thereof are fair and reasonable insofar as the Company's
shareholders are concerned.
For further information, please contact:
Sula Iron & Gold plc +44 (0) 20 7583
Roger Murphy, CEO 8304
Strand Hanson Limited (Financial
and Nominated Adviser)
James Harris
Matthew Chandler +44 (0) 20 7409
James Dance 3494
VSA Capital Limited (Financial
Adviser and Corporate Broker)
Andrew Monk
Andrew Raca +44 (0) 20 3005
Justin McKeegan 5000
Ongeza Mining (Financial and Technical Adviser) +27 (0) 11 469
0629
Iain Macpherson
Ilja Graulich
This information is provided by RNS
The company news service from the London Stock Exchange
END
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