10 Dec 2012 07:00
10 December 2012
3D Resources plc
('3D' or the 'Company')
Subscription to raise £200,000 for the Company and Issue of Share Options to Directors
3D Resources plc (AIM: 3DR), the AIM listed natural resources investing company, is pleased to announce that the Company has conditionally raised £200,000 through the subscription to 200,000,000 new ordinary shares of 0.1 pence each in the Company (the "Subscription Shares") at a price of 0.1 pence per Subscription Share (the "Subscription Price") by certain existing shareholders and new investors (the "Subscription"). The Subscription is conditional only upon admission of the Subscription Shares to trading on AIM ("Admission") and has been carried out within the Company's existing share authorities.
Each Subscription Share carries a warrant which entitles the holder of the Subscription Share to subscribe for one new ordinary share in the Company at the Subscription Price, exercisable from the date of Admission up to 31 December 2015 (the "Warrants"). No application will be made for the Warrants to be admitted to trading on AIM or any other market operated by a recognised investment exchange. On Admission the Company will have 200,000,000 Warrants in issue.
The net proceeds of the Subscription will strengthen the Company's balance sheet and provide working capital for the Company to investigate acquisition and investment opportunities in accordance with the Company's investing policy.
The Subscription Shares will represent 24.4% of the enlarged issued share capital of the Company. The Subscription Price represents a discount of 33.3% to the closing mid-market price of 0.15 pence of an ordinary share of 0.1 pence each in the Company ("Ordinary Share") on 7 December 2012, being the last practicable business day prior to this announcement. Application has been made for the Subscription Shares to be admitted to trading on AIM and it is anticipated that Admission will occur on 14 December 2012.
Following the issue and allotment of the Subscription Shares and Admission, the interests of the Directors and those shareholders who are interested, where known, in 3% or more of the issued share capital of the Company will be as follows:
Name | Number of Ordinary Shares in the Company currently held | Number of Subscription Shares subscribed for | Number of Ordinary Shares held on Admission | % of enlarged issued share capital held on Admission |
Eastland Investments Limited | 60,000,000 | 50,000,000 | 110,000,000 | 13.40% |
Marsden Resources Limited | 60,000,000 | 50,000,000 | 110,000,000 | 13.40% |
David Lenigas | 60,000,000 | 40,000,000 | 100,000,000 | 12.18% |
Kiran Morzaria | 60,000,000 | 2,000,000 | 62,000,000 | 7.55% |
Amberdays Limited | 60,000,000 | - | 60,000,000 | 7.31% |
Brita de Robillard | - | 50,000,000 | 50,000,000 | 6.09% |
Donald Strang (Chairman) | 40,000,000 | - | 40,000,000 | 4.87% |
Hamish Harris (Non-Executive Director) | 40,000,000 | - | 40,000,000 | 4.87% |
The Company also announces that it has agreed to issue share options to Directors over a total of 40,800,000 Ordinary Shares in the Company at an exercise price of 0.1 pence per Ordinary Share (compared to the closing mid-market price of 0.15 pence of an Ordinary Share the business day prior to the date of this announcement). These options will vest immediately on the date of grant and will expire on 31 December 2020.
The share options will represent, in aggregate, 4.97% of the issued share capital of the Company on Admission (as enlarged by the issue of the Subscription Shares).
The options granted to the Directors are as follows:
Name of Director | Number of Share Options issued | Existing Share Options held | Ordinary Shares held |
Don Strang (Chairman) | 13,600,000 | - | 40,000,000 |
Hamish Harris (Non-Executive Director) | 13,600,000 | - | 40,000,000 |
Oliver Cooke (Non-Executive Director) | 13,600,000 | - | 750,000 |
There are no other options over Ordinary Shares other than the share options detailed above.
Following Admission the Company's total issued share capital will consist of 820,974,824 ordinary shares of 0.1 pence each. This figure may be used by shareholders in the Company 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 Financial Services Authority's Disclosure and Transparency Rules.
For further information please contact:
3D Resources plc | |
Don Strang, Chairman Oliver Cooke, Non-Executive Director | +44 (0) 20 7440 0640 +44 (0) 20 7368 6959 |
Allenby Capital Limited (Nominated Adviser and Broker) | +44 (0)20 3328 5656 |
Nick Naylor Nick Athanas James Reeve |