TIDMSTGR
RNS Number : 1293C
Stratmin Global Resources PLC
12 March 2014
12 March 2014
Stratmin Global Resources Plc
('Stratmin' or the 'Company')
Completion of GBP2.5 million Placing
Stratmin (AIM: STGR), the graphite production and exploration
company with assets in Madagascar, announces that it has
conditionally raised, in aggregate, gross proceeds of approximately
GBP2.5 million through the placing of, in aggregate, 27,777,780 new
Ordinary Shares of 4p each ("Placing Shares") at a placing price of
9 pence per Ordinary Share (the "Placing Price") with certain new
institutional and high net worth investors(the "Placing").
The Placing, which has been conducted by Hume Capital Securities
plc ("Hume Capital") acting as Sole Broker, pursuant to the terms
of the Placing Agreement, is conditional, inter alia, upon
Admission.
7,000,000 of the Placing Shares (the "First Placing Shares")
have been firm placed with investors under the Company's existing
authority to allot shares for cash on a non pre-emptive basis. The
placing of the balance of 20,777,780 the Second Placing Shares is
conditional on the Company obtaining approval for their allotment
from Shareholders at a General Meeting. The net proceeds of the
Placing will be used by the Company to further accelerate the
development of the Company's business as described in more detail
below.
A circular relating to the Placing (the "Circular") will be
posted to Shareholders today. The Circular contains a notice
convening a general meeting of the Company to approve certain
matters relating to the Placing. The General Meeting will be held
at the offices of Speechly Bircham LLP, 6 New Street Square,
London, EC4A 3LX at 9.00 a.m. on 28 March 2014.
Applications will be made to the London Stock Exchange for the
First Placing Shares and the Second Placing Shares to be admitted
to trading on AIM and it is currently expected that trading in the
First Placing Shares will commence on 17 March 2014 and trading in
the Second Placing Shares will commence on 31 March 2014.
Following admission to trading of the First Placing Shares, the
Company will have 76,920,754 Ordinary Shares in issue. Following
the issue of the Second Placing Shares, the Company will have
97,698,534 Ordinary Shares in issue. Since the Company currently
holds no shares in treasury, the total number of voting rights in
the Company will therefore be 76,920,754 and 97,698,534 on 17 March
2014 and 31 March 2014, respectively. These figures may therefore
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
The Circular will soon be available to view on the Company's
website (www.stratminglobal.com). Copies of the Circular will be
available free of charge during normal business hours on any week
day (except Saturdays, Sundays and public holidays) at the offices
of Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX from
the date of this announcement until the conclusion of the General
Meeting.
Capitalised terms are appended to this announcement and have the
same meaning as the Circular, unless the context requires
otherwise.
Manoli Yannaghas, Managing Director, said:
"I am delighted to announce funds have been raised to enable
Stratmin to expand and accelerate our growth strategy.
"With this financing in place and the appointment of our new
Chairman and advisors - announced today - I feel that we have the
team in place which can take Stratmin through the next stage of its
development and deliver shareholder value."
Enquiries
For further information please visit www.stratminglobal.com or
contact:
Stratmin Global Resources Plc
Manoli Yannaghas (Managing Director) +44 (0) 20 7467 1700
Strand Hanson Limited (Nominated & Financial Adviser)
James Spinney / Ritchie Balmer +44 (0) 20 7409 3494
Hume Capital Securities plc (Sole Broker)
Jon Belliss / Abigail Wayne +44 (0) 20 3693 1470
Blytheweigh (Financial PR)
Tim Blythe / Halimah Hussain / Camilla Horsfall +44 (0) 20 7138
3204
Background to and reasons for the Placing
The Company completed its reverse takeover of Graphmada on 28
January 2013, thereby becoming the only UK quoted graphite miner,
and, in conjunction raising approximately GBP1.5 million. Since
January 2013, the Company has utilised funds to make the following
upgrades at Loharano:
-- Direct capital investment in the plant and mine;
-- Completion of metallurgical analysis and accompanying report
from SGS, along with plant engineering assessment and upgrade
design from ProMet Dadi;
-- Infrastructure upgrades at the mine site, including a new road; and
-- General opex requirements.
Apart from the investments made at the mine site, the funds have
also allowed the Company to significantly strengthen its management
team over the past year, including the notable appointments of
Manoli Yannaghas as Managing Director and Laurie Hunter as
Non-Executive Chairman, as announced earlier today.
While the Company has sufficient cash resources for its near
term needs, and retains discretion over a substantial part of its
development and other expenditure, the Board believes that the
Company requires and would benefit from the additional finance that
the Placing delivers to enable it to expand its current production
rate and more generally accelerate its growth strategy to a
position of positive net cash flow.
If the Resolutions are not passed by Shareholders at the General
Meeting, the Placing will be unable to proceed. In this situation,
the Company would be required to secure alternative sources of
funding, which may or may not be on more dilutive terms than the
Placing, in order to meet its medium-long term ongoing obligations
and pursue its growth strategy.
Use of proceeds
The net proceeds of the Placing are expected to be GBP2.375
million, of which GBP0.5 million will be used to fund the purchase
of a new filter press and additional earth moving equipment for use
at the Company's Loharano mine site ("Loharano").
The remainder of the net proceeds will be used for general
working capital purposes as well as to develop an extended mine
plan programme and construct a clinic at Loharano.
Details of the Placing
The Company has conditionally placed the First Placing Shares
using the Directors' existing authority to allot shares for cash on
a non-pre-emptive basis as granted at Stratmin's most recent AGM
held on 19 July 2013. The placing of the First Placing Shares is
expected to raise, in aggregate, gross proceeds of approximately
GBP630,000 and is conditional only on Admission, which is currently
expected to occur at 8.00 a.m. on 17 March 2013. Following their
Admission, the First Placing Shares will represent approximately
9.10 per cent. of the Company's then enlarged issued ordinary share
capital, and they will be eligible to vote on the Resolutions.
In addition, the Company has conditionally placed the Second
Placing Shares. As the Company will have utilised most of the
Directors' existing authority to allot shares for cash on a non
pre-emptive basis following Admission of the First Placing Shares,
the Proposed Placing of the Second Placing Shares to raise, in
aggregate, approximately a further GBP1,870,000 gross is
conditional upon, inter alia, the passing of the Resolutions at the
General Meeting and Admission occurring on or before 31 March 2014
(or such later date as Hume Capital may agree, not being later than
28 April 2014). Following their Admission, the Second Placing
Shares will represent approximately 21.27 per cent. of the
Company's then enlarged issued ordinary share capital. The Placing
Shares will be fully paid and will rank pari passu in all respects
with the Company's Existing Ordinary Shares.
The Placing has raised, in aggregate, GBP2.5 million before
expenses through the issue of, in aggregate, 27,777,780 new
Ordinary Shares at a Placing Price of 9 pence per share. The
Placing Price represents a discount of approximately 15.3 per cent.
to the closing middle market price of 10.625 pence per Ordinary
Share on 11 March 2014, being the last business day prior to the
announcement of the Placing. Completion of the Proposed Placing and
the issue of the Second Placing Shares are subject to the passing
of the Resolutions at the General Meeting.
The Placing is being conducted by way of a non pre-emptive share
issue. The Directors believe that this is the most cost effective
method to raise funds, avoiding the significant costs of an open
offer. The Placing Shares represent approximately 28.43 per cent.
of the Enlarged Share Capital. The Placing Shares will, on
Admission, be credited as fully paid and will have the same rights
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared.
The Placing is conditional, inter alia, upon:
(i) the approval of the Resolutions at the General Meeting (in
respect of the Proposed Placing);
(ii) the Placing Agreement becoming unconditional in all
respects and not having been terminated in accordance with its
terms; and
(iii) Admission.
The Placing is to be effected on behalf of the Company by Hume
Capital, under the terms of the Placing Agreement. Completion of
the Placing is subject to certain conditions including, in respect
of the Proposed Placing only, the passing of the Resolutions. Under
the terms of the Placing Agreement, the Company has agreed to pay
Hume Capital a commission fee and issue warrants in consideration
for its broking services in respect of the Placing.
The Placing Agreement contains certain warranties given by the
Company with respect to its business and certain matters connected
with the Placing. The Placing may be terminated by Hume Capital for
reasons including, inter alia, a material breach by the Company of
the terms of the Placing Agreement or the warranties contained in
it or there being a material adverse change in the condition of the
Company.
Applications will be made to the London Stock Exchange for the
Firm Placing Shares and the Second Placing Shares to be admitted to
trading on AIM, and it is currently expected that trading in the
Firm Placing Shares and the Second Placing Shares will commence at
8.00 a.m. on 17 March 2014 and 31 March 2014.
The total number of Ordinary Shares in issue following
completion of the Firm Placing, and the total number of voting
rights, will be 76,920,754. Stratmin does not hold any Ordinary
Shares in treasury and accordingly there are no voting rights in
respect of any treasury shares. The aforementioned figure of
76,920,754 Ordinary Shares may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Stratmin under the FCA's Disclosure and Transparency
Rules prior to completion of the Proposed Placing.
The total number of Ordinary Shares in issue following
completion of the Proposed Placing, and the total number of voting
rights, will be 97,698,534. The figure of 97,698,534 Ordinary
Shares may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in,
Stratmin under the FCA's Disclosure and Transparency Rules
following completion of the Proposed Placing.
Disapplication of pre-emption rights and share capital
authorities
As mentioned above, the Directors do not currently have
sufficient authority in place under the Articles to undertake the
Proposed Placing of the Second Placing Shares and to issue new
Ordinary Shares to the holders of existing options and warrants.
Therefore, the Directors are seeking a specific disapplication of
pre-emption rights set out in the Articles to allot up to 45
million new Ordinary Shares (representing approximately 64.36 per
cent. of the Existing Ordinary Shares as at 11 March 2014) to
ensure that the Board has sufficient authority:
(i) to allot and issue 20,777,780 Second Placing Shares;
(ii) to allot and issue the corresponding number of Ordinary
Shares to the holders of existing options and warrants following
the exercise of such warrants and options (which total 11,651,799);
and
(iii) to have a small additional headroom of 12,570,421 new
Ordinary Shares (representing approximately 12.9 per cent. of the
Enlarged Share Capital following the Placing) to allot and issue
equity securities without recourse to the shareholders to afford
the Board limited flexibility from time to time as it deems
appropriate.
This additional authority will enable the Directors to carry out
the Company's objectives and will enable the Directors to issue
small numbers of new options and warrants and to raise additional
working capital to fund potential future work programmes without
having to incur the time delay and cost of convening a further
general meeting.
This authority will be in substitution for any existing unused
authority and will expire at the conclusion of the next annual
general meeting of the Company, to be held no later than 30 June
2014.
Concert Party
The shareholdings of the Concert Party before and after the
Placing are set out below:
Name Number of % of Existing Number of Total shareholding % of the
Existing Ordinary Placing following Enlarged
Ordinary Shares outstanding Shares subscribed the Placing Share Capital
Shares held for in the
Placing
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Caralapati
Raghirah Premraj 16,507,763 23.61 - 16,507,763 16.90
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Marthinus
(Marius) Johannes
Hendrik Pienaar 12,150,000 17.38 - 12,150,000 12.44
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Mrs Kesava
Padmavathi 8,100,000 11.58 - 8,100,000 8.29
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Mrs Caryl
Melissa Jane
Pienaar 6,500,000 9.30 - 6,500,000 6.65
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Ghanshyam
Champaklal 5,025,000 7.19 - 5,025,000 5.14
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Srirekam Kesava
Purushotham 2,700,000 3.86 - 2,700,000 2.76
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Jeffrey Royce - - - - -
Marvin
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Total 50,982,763 72.92 - 50,982,763 52.18
-------------------- ------------- -------------------- ------------------- ------------------- ---------------
Following completion of the Placing, the Concert Party will have
interests in shares carrying approximately 52.18 per cent. of the
voting rights of the Company.
No individual member of the Concert Party is increasing its
resulting percentage holding as a result of its participation in
the Placing.
Notice of General Meeting
A notice convening a General Meeting to be held at the offices
of Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX at
9.00 am on 28 March 2014 is set out at the end of the Circular.
The Resolutions to be proposed at the General Meeting are as
follows:
1. an ordinary resolution to authorise the Directors, for the
purpose of section 551 of the Act, to allot Ordinary Shares up to
an aggregate nominal value of GBP1,800,000; and
2. a special resolution to empower the Directors, for the
purpose of section 570 of the Act. to disapply pre-emption rights
to allot Ordinary Shares pursuant to the authority conferred by
Resolution 1.
For an ordinary resolution to be passed, more than half of the
votes cast must be in favour of the resolution. For a special
resolution to be passed, at least three-quarters of the votes cast
must be in favour of the resolution.
Shareholders should be aware that the issue of the Second
Placing Shares cannot take place if the Resolutions are not passed
and Shareholders are strongly encouraged to vote in favour of both
Resolutions.
Action to be taken
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the General Meeting. Whether or not a Shareholder
intends to attend the General Meeting Shareholders are requested to
complete the Form of Proxy in accordance with the instructions
printed on it and to return it to the Company's registrars, Capita
Registrars at PXS, 34 Beckenham Road, Beckenham BR3 4TU as soon as
possible, and in any event so as to arrive no later than 9.00 a.m.
on 26 March 2014. If Shareholders hold Ordinary Shares in CREST
they may appoint a proxy using the CREST proxy appointment service
by following the instructions in note (7) to the Notice of General
Meeting. The completion and return of a Form of Proxy, or the
electronic appointment of a proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they
so wish.
Recommendation
The Directors believe that the Placing and the Resolutions are
in the best interests of the Company and Shareholders taken as a
whole. The Directors therefore unanimously recommend that
Shareholders vote in favour of the Resolutions, as they intend to
do in respect of their own beneficial and other connected
interests, amounting in aggregate to 18,687,500 existing Ordinary
Shares which represents approximately 26.7 per cent. of the
Company's existing issued share capital.
Expected Timetable of Principal Events
Announcement of the Placing and posting 12 March 2014
of Circular to Shareholders
Admission of First Placing Shares to 8.00 a.m. on 17 March
trading on AIM 2014
Latest time and date for receipt of 9.00 a.m. on 26 March
Forms of Proxy 2014
Latest time and date for receipt of 9.00 a.m. on 26 March
Crest Proxy Instructions 2014
General Meeting 9.00 a.m. on 28 March
2014
Admission of Second Placing Shares to 8.00 a.m. on 31 March
trading on AIM 2014
Appendix I
Definitions
The following definitions apply throughout this announcement,
unless otherwise stated or the context requires otherwise:
"Act" the Companies Act 2006;
"Admission" the admission of the First Placing Shares
or the Second Placing Shares, as the
case may be, to trading on AIM becoming
effective in accordance with the AIM
Rules;
"AGM" Annual General Meeting
"AIM" the AIM Market operated by the London
Stock Exchange;
"AIM Rules" the London Stock Exchange's rules and
guidance notes contained in its "AIM
Rules for Companies" publication relating
to companies whose securities are traded
on AIM, as amended from time to time;
"Announcement" means this announcement (including the
appendix to this announcement);
"Articles" the articles of association of the Company
in force on the date hereof;
"Board" or "Directors" the directors of the Company, or any
duly authorised committee thereof;
"Circular" the Shareholder circular to be published
in connection with the General Meeting;
"Company" or "Stratmin" Stratmin Global Resources plc, a company
incorporated in England and Wales with
company registered number 05173250;
"Concert Party" together, Caralapati Raghirah Premraj,
Marthinus (Marius) Johannes Hendrik Pienaar,
Mrs Kesava Padmavathi, Mrs Caryl Melissa
Jane Pienaar, Ghanshyam Champaklal, Srirekam
Kesava Purushotham, Jeffrey Royce Marvin,
together with certain companies that
they control;
"CREST" the computerised settlement system (as
defined in the CREST Regulations) in
the UK operated by Euroclear UK & Ireland
Limited which facilitates the transfer
of title to shares in uncertificated
form (as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate
legislation for the time being in force;
"Enlarged Share Capital" the 97,698,534 Ordinary Shares in issue
on Admission, comprising the Existing
Ordinary Shares and the Placing Shares;
"Existing Ordinary the 69,920,754 Ordinary Shares in issue
Shares" as at the date of this announcement;
"FCA" the Financial Conduct Authority in its
capacity as the competent authority for
the purposes of Part VI of FSMA;
"Firm Placing" the placing of the First Placing Shares
by Hume Capital at the Placing Price
pursuant to the Placing Agreement;
"First Placing Shares" the 7,000,000 new Ordinary Shares to
be issued pursuant to the Firm Placing
or as the first tranche of the Placing;
"Form of Proxy" the form of proxy which is enclosed with
this document for use by holders of Ordinary
Shares in connection with the General
Meeting;
"FSMA" the Financial Services and Markets Act
2000 (as amended);
"General Meeting" the general meeting of the Company to
be held at 9.00 a.m. on 28 March 2014,
notice of which is set out in the Circular;
"Graphmada" Graphmada Equity Pte Limited, the company
subject to the reverse takeover by Stratmin
in January 2013;
"London Stock Exchange" London Stock Exchange plc;
"Notice of General the notice convening the General Meeting
Meeting" which is set out in the Circular;
"Ordinary Shares" the ordinary shares of GBP0.04 each in
the capital of the Company;
"Placing" the placing of the Placing Shares at
the Placing Price by Hume Capital as
agent for and on behalf of the Company
pursuant to the terms of the Placing
Agreement;
"Placing Agreement" the conditional agreement dated 11 March
2014 between
(1) the Company, and (2) Hume Capital,
relating to the terms and conditions
upon which Hume Capital is engaged by
the Company for the purposes of the Placing;
"Placing Price" 9 pence per Placing Share;
"Placing Shares" the First Placing Shares and the Second
Placing Shares to be issued by the Company
and subscribed for pursuant to the Placing;
"Proposed Placing" the conditional placing by Hume Capital
of the Second Placing Shares at the Placing
Price pursuant to the Placing Agreement;
"Resolutions" the resolutions to be proposed at the
General Meeting;
"Second Placing Shares" the 20,777,780 new Ordinary Shares to
be issued pursuant to the Proposed Placing
or as the second tranche of the Placing;
"Shareholders" holders of Ordinary Shares, from time
to time;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" or recorded on the relevant register of
"in uncertificated the share or security concerned as being
form" held in uncertificated form in CREST
and title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST; and
"GBP" pounds sterling, the lawful currency
of the UK from time to time.
**ENDS**
This information is provided by RNS
The company news service from the London Stock Exchange
END
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