TIDMSTGR
RNS Number : 1626D
Stratmin Global Resources PLC
26 January 2015
26 January 2015
StratMin Global Resources Plc
("StratMin" or the "Company")
Completion of an Oversubscribed GBP900,000 Placing
StratMin Global Resources Plc (AIM: STGR), the AIM-quoted
graphite production and exploration company, announces that it has
conditionally raised, in aggregate, gross proceeds of GBP900,000
through an oversubscribed placing of, in aggregate, 18,947,369 new
ordinary shares of 4 pence each (the "Ordinary Shares") at a
placing price of 4.75 pence per Ordinary Share (the "Placing
Price") (the "Placing Shares") with certain existing and new
institutional investors (the "Placees") (the "Placing").
The Placing, which has been conducted by Hume Capital Securities
plc acting as sole broker, is conditional, inter alia, upon
admission of the Placing Shares to trading on AIM. As part of the
Placing, the Company has agreed to issue one warrant to subscribe
for one new Ordinary Share for every two Placing Shares subscribed
for by Placees, each exercisable at 8 pence per Ordinary Share at
any time before 23 January 2016. 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.
4,842,105 of the Placing Shares (the "First Placing Shares")
have been placed firmly 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 14,105,264 Placing Shares (the "Second
Placing Shares") is conditional on the Company obtaining approval
for their allotment from Shareholders at a general meeting of the
Company to be convened.
A circular relating to the Placing (the "Circular") will be
posted to Shareholders on the 27(th) January 2015. 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 Charles Russell Speechlys
LLP, 6 New Street Square, London, EC4A 3LX on 11 February 2015 at
10.00 a.m (the "General Meeting"). The Circular will also be made
available tomorrow on the Company's website.
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 30 January 2015 and trading
in the Second Placing Shares will commence on 12 February 2015
(assuming the resolutions to be proposed at the General Meeting are
approved by Shareholders).
Capitalised terms are appended to this announcement and have the
same meaning as the Circular, unless the context requires
otherwise.
Manoli Yannaghas, Managing Director, commented:
"The Company continues to produce and to sell graphite on
commercial terms. Grade and volumes from the plant are gradually
strengthening and these funds will further help the Company
accelerate this progress as we continue to move steadily towards
fulfilling our strategic objectives.
"I would like to thank all existing shareholders for their
continued support and am pleased to welcome a number of new
institutions onto the register as part of what was a very well
received placing."
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, including use of
proceeds
When the Company approached the market in late October last
year, it estimated its next twelve month capex and working capital
requirements to be approximately GBP1.5 million. In order to
minimise shareholder dilution, the Company elected to raise only
GBP800,000 of this in equity (as announced on 29 October 2014)
whilst the balance would be satisfied through a debt agreement, in
January 2015, on an external debt facility on which the Company was
engaged in early discussions with a potential provider.
Unfortunately, with further analysis, the Board concluded that the
debt facility proved prohibitively expensive as a result of the
current adverse market conditions, and it was thus decided that the
remaining funds would be more economically raised via the equity
market.
The Company continues to produce and to sell graphite on
commercial terms to its main offtake partner, pursuant to the
offtake agreement announced on 21 October 2014. Grade and volumes
from the plant are gradually strengthening and the net proceeds of
the Placing will help the Company accelerate this progress as it
continues to meet its strategic objectives. More specifically, the
net proceeds will be applied to purchasing further plant machinery,
in particular, milling, screening and drying equipment. The Company
will also use part of the net proceeds to expand its spare parts
inventory to further improve production consistency and reduce
plant downtime as a result of a part failure.
Issue of Placing Warrants
As part of the Placing, the Company has agreed to issue one
warrant to subscribe for one new Ordinary Share for every two
Placing Shares subscribed for by Placees, each exercisable at 8
pence per Ordinary Share at any time before 23 January 2016. The
total number of Placing Warrants issued in conjunction with the
Placing will therefore be 9,473,682.
The total number of options and warrants outstanding following
the issue of the Placing Warrants will be 29,043,096.
Issue of Fee Shares
The Company also announces that it has issued, in aggregate,
945,043 new Ordinary Shares to Managing Director, Manoli Yannaghas,
and certain other members of senior management, in lieu of un-paid
salaries of, in aggregate, approximately GBP62,000.
Following the issue of 334,727 Fee Shares to Manoli Yannaghas,
his total shareholding in the Company increases to 640,894 Ordinary
Shares, representing an interest of 0.48 per cent. in the Company's
Enlarged Share Capital. Mr Yannaghas is also interested in
2,250,000 options over the Company's share capital. The Fee Shares
have been issued under the Company's existing authority to allot
shares for cash on a non-pre-emptive and will be admitted to
trading on AIM at the same time as the First Placing Shares.
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 the Company's most recent AGM
held on 9 July 2014. The placing of the First Placing Shares is
expected to raise, in aggregate, gross proceeds of approximately
GBP230,000 and is conditional only on Admission, which is currently
expected to occur at 8.00 a.m. on 30 January 2015. Following their
Admission, the First Placing Shares will represent approximately
4.1 per cent. of the Company's then enlarged issued ordinary share
capital (including the Fee Shares), 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 GBP670,000 gross is conditional
upon, inter alia, the passing of the Resolutions at the General
Meeting and Admission occurring on or before 12 February 2015 (or
such later date as Hume Capital may agree, not being later than 2
March 2015). Following their Admission, the Second Placing Shares
will represent approximately 10.6 per cent. of the Company's then
enlarged issued ordinary share capital (including the Fee Shares).
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, GBP900,000 before expenses
through the issue of, in aggregate, 18,947,369 new Ordinary Shares
at a Placing Price of 4.75 pence per share. The Placing Price
represents a discount of approximately 22.4 per cent. to the
closing middle market price of 6.125 pence per Ordinary Share on 23
January 2015, 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 14.3 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 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
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 and the Second Placing Shares will commence at
8.00 a.m. on 30 January 2015 and 12 February 2015 respectively.
The total number of Ordinary Shares in issue following
completion of the Firm Placing and the issue of the Fee Shares, and
the total number of voting rights, will be 118,421,385. 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 118,421,385 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 132,526,649. The figure of 132,526,649 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.
Authority to allot shares and dis-application of pre-emption
rights
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 and
to holders of the Placing Warrants. Therefore, the Directors are
seeking a specific disapplication of pre-emption rights set out in
the Articles to allot up to 49,398,360 new Ordinary Shares
(representing approximately 43.9 per cent. of the Existing Ordinary
Shares as at 23 January 2015) to ensure that the Board has
sufficient authority:
(i) to allot and issue 14,105,264 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
19,569,414);
(iii) to allot and issue the corresponding number of Ordinary
Shares to the holders of Placing Warrants following the exercise of
such warrants (which total 9,473,682); and
(iii) to have a small additional headroom of 6,250,000 new
Ordinary Shares (representing approximately 5 per cent. of the
Enlarged Share Capital) 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 issue
small numbers of new options and warrants, to settle external and
internal creditors through the issue of shares (rather than cash
payments) and to raise small amounts of additional working capital
(if required) 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.
Concert Party
The shareholdings of the Concert Party before and after the
Placing and the issue of Fee Shares are set out below:
Name Number of % of Ordinary Number of Total shareholding % of Ordinary
Ordinary Shares outstanding Placing following Shares outstanding
Shares held prior to Shares subscribed the Placing following
the issue for in the and issue the issue
of the Placing Placing of the Fee of the Placing
Shares and Shares Shares and
Fee Shares Fee Shares
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Caralapati
Raghirah
Premraj(1) 16,813,319 14.9% - 16,813,319 12.7%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Marthinus
(Marius) Johannes
Hendrik Pienaar 12,150,000 10.8% - 12,150,000 9.2%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Mrs Kesava
Padmavathi 8,100,000 7.2% - 8,100,000 6.1%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Mrs Caryl
Melissa Jane
Pienaar 6,500,000 5.8% - 6,500,000 4.9%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Ghanshyam
Champaklal 5,025,000 4.5% - 5,025,000 3.8%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Srirekam Kesava
Purushotham 2,700,000 2.4% - 2,700,000 2.0%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Jeffrey Royce
Marvin 916,667 0.8% - 916,667 0.7%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
Total 52,204,986 46.3% - 52,204,986 39.4%
------------------- ------------- ------------------- ------------------- ------------------- -------------------
(1) Includes the shares issued to Non-Executive Director, David
Premraj, on 31 March 2014
Following completion of the Placing (in which no individual
member of the Concert Party has participated) and the issue of the
Fee Shares, the Concert Party will hold interests in Ordinary
Shares carrying, in aggregate, approximately 39.4 per cent. of the
voting rights of the Company.
Notice of General Meeting
A notice convening a General Meeting to be held at the offices
of Charles Russell Speechlys LLP, 6 New Street Square, London, EC4A
3LX at 10.00 am on 11 February 2015 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 GBP1,975,934; 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.
You should be aware that the issue of the Second Placing Shares
cannot take place if the Resolutions are not passed and you 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 you intend to
attend the General Meeting you 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 10.00 a.m. on 9 February 2015.
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 Board considers the Placing and the Resolutions are in the
best interests of the Company and its Shareholders 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 20,178,390 existing Ordinary Shares (before the issue
of 334,727 Fee Shares to Manoli Yannaghas) which represents
approximately 17.9 per cent. of the Company's existing issued share
capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 26 January2015
Posting of the Circular to Shareholders 27 January2015
Admission of First Placing Shares to trade on AIM 8.00 a.m. on
30 January 2015
Latest time and date for receipt of completed Forms of Proxy
10.00 a.m. on 9 February 2015
Latest time and date for receipt of Crest proxy instructions
10.00 a.m. on 9 February 2015
General Meeting 10.00 a.m. on 11 February 2015
Admission of Second Placing Shares to trading on AIM 8.00 a.m.
on 12 February 2015
APPENDIX I - DEFINITIONS
The following definitions apply throughout this announcement,
unless 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
"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
"Articles" the articles of association of
the Company in force on the date
hereof
"Board" or "Directors" the board of Directors of the
Company, including a duly constituted
committee of such directors
"Circular" the Shareholder circular to be
published in connection with
the General Meeting
"Company" 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 132,526,649 Ordinary Shares
in issue on Admission, comprising
the Existing Ordinary Shares,
the Placing Shares and the Fee
Shares
"Existing Ordinary Shares" the 112,634,237 Ordinary Shares
in issue 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
"Fee Shares" the issue of, in aggregate, 945,043
new Ordinary Shares to Managing
Director, Manoli Yannaghas, and
certain other members of senior
management, in lieu of un-paid
salary of, in aggregate, approximately
GBP62,000;
"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 4,842,105 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 the Circular 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 10.00 a.m. on 11
February 2015, notice of which
is attached to the Circular
"Hume Capital" Hume Capital Securities plc
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" 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
23 January 2015 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" 4.75 pence per Placing Share;
"Placing Shares" together, 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;
"Placing Warrants" pursuant to the terms of the
Placing Agreement, the issue
of one warrant for every two
Placing Shares subscribed for
by Placees, each exercisable
at 8 pence at any time before
23 January 2016;
"Resolutions" the Resolutions to be proposed
at the General Meeting
"Second Placing Shares" the 14,105,264 new Ordinary Shares
to be issued pursuant to the
Proposed Placing or as the second
tranche of the Placing;
"Shareholders" the holders of Ordinary Shares
of the Company from time to time
"UK" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in uncertificated recorded on the relevant register
form" of the share or security concerned
as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of
CREST
"GBP" the legal currency of the UK
This information is provided by RNS
The company news service from the London Stock Exchange
END
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