THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
Mwana Africa PLC is pleased to announce the successful completion of the Placing announced yesterday.
A total of 140,618,165 new ordinary shares of 1 pence each in the Company (the “Placing Shares”) have been conditionally placed by Liberum Capital Limited (“Liberum”) with investors at a price of 5.5 pence per Placing Share (the “Placing Price”).
In addition, and as previously announced, China International Mining Group Corporation (“CIMGC”) has conditionally subscribed for 242,424,282 new ordinary shares (the “Subscription Shares”) at the Placing Price (the “Subscription”). The Company believes that, with the assistance of CIMGC, it will be able to secure further project funding for BNC and the Group’s other projects through CIMGC’s banking and industry connections.
Based on the Placing Price, the gross proceeds of the Placing and the Subscription will be approximately US$33.5 million (approximately £21.1 million). The Placing and Subscription Shares being issued in the Placing and Subscription represent approximately 53.4 per cent. of the Company’s issued ordinary share capital prior to the Placing and Subscription.
The Placing Price represents a premium of approximately 9.5 per cent. per cent. to the closing middle market price per Ordinary Share on 30 March 2012 on the AIM Market of the London Stock Exchange plc (“AIM”).
The Placing and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Mwana, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Subscription and assuming all of the resolutions are passed at the forthcoming general meeting (“General Meeting”), CIMGC will be interested in 242,424,282 ordinary shares in the Company which will represent 22.0 per cent. of the Company’s total voting rights after completion of the Placing and Subscription.
Application will be made for admission of the Placing and Subscription Shares to trading on AIM (“Admission”), the issue of which is subject to shareholder approval. It is expected that Admission will take place and that trading will commence on AIM at 8.00 a.m. on 20 April 2012 (the “Closing Date”) and in any event no later than 6 May 2012. A notice convening the General Meeting will be issued to shareholders shortly.
Lansdowne Partners Limited (“Lansdowne”) has indicated that it will subscribe for 44,038,350 Placing Shares in the Placing. Lansdowne is currently a substantial shareholder in the Company, as defined by the AIM Rules for Companies (“AIM Rules”). It is therefore also deemed to be a related party of the Company for the purposes of the AIM Rules. The Directors, having consulted with Liberum in its capacity as the Company’s nominated adviser, consider that the terms of the subscription by Lansdowne are fair and reasonable insofar as the shareholders of the Company are concerned.
For further information, please contact:
Kalaa Mpinga / Donald McAlister
Tel: +44 (0)7654 5580
Liberum Capital Limited
Michael Rawlinson / Tom Fyson / Chris Kololian
Tel: +44 (0)20 3100 2000
Simon Hudson / Mike Bartlett
Tel: +44 (0)20 7920 3150
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company’s control. As a result, the Company’s actual future results may differ materially from the plans, goals, and expectations set forth in the Company’s forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority (the "FSA”), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 Liberum 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.
Liberum, which is authorised and regulated in the United Kingdom by the FSA, is acting for 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.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.