13 Jul 2010 07:00
NOT FOR DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY ON 25 JUNE 2010 AT 9.45 A.M., UNLESS OTHERWISE DEFINED HEREIN.
13 JULY 2010
GOLDENPORT HOLDINGS INC.
ANNOUNCES RESULTS OF SUCCESSFUL PLACING AND OPEN OFFER
On 25 June 2010, the Board of Goldenport Holdings Inc. ("Goldenport" or the "Company") announced details of a Capital Raising to raise gross proceeds of approximately £23.5 million (approximately US$35 million) through the Placing and Open Offer of 18,496,010 New Shares at an Issue Price of 127 pence per New Share. The expected proceeds, net of expenses, are approximately £22.3 million (US$33.1 million).
The Open Offer closed for acceptance at 11.00 a.m. on 12 July 2010. The Company is pleased to announce that it has received valid acceptances under the Open Offer in respect of 10,214,937 New Shares. In addition, 8,281,073 New Shares have been placed with existing shareholders and other investors pursuant to the Placing, resulting in the aggregate total of 18,496,010 New Shares to be issued under the Placing and Open Offer.
The Capital Raising remains conditional, amongst other things, upon the approval of Shareholders at the Extraordinary General Meeting, to be held at 11.00 a.m. Athens time (9.00 a.m. London time) on 19 July 2010 and Admission. The Directors of the Company controlling in aggregate 60.7% of the issued share capital have irrevocably undertaken to vote in favor of the Capital Raising Resolutions to be proposed at the Extraordinary General Meeting.
Application will be made to the UKLA for the New Shares to be admitted to the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will take place on 20 July 2010 and that dealings in the New Shares will commence at 8.00 a.m. on 20 July 2010.
The New Shares will, when issued and fully paid, rank equally in all respects with the Existing Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
The New Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 20 July 2010 and definitive share certificates for the New Shares (in certificated form) are expected to be dispatched to certificated shareholders by no later than 23 July 2010.
For further information, please contact:
Goldenport:
Christos Varsos, Chief Financial Officer Tel: +30 210 8910 500
John Dragnis, Commercial Director
HSBC (Sponsor and Financial Adviser): Nic Hellyer Tel: +44 (0) 207 991 8888 Panmure Gordon (Global Coordinator, Joint Bookrunner and Joint Underwriter):
Andrew Godber/Stuart Gledhill (Corporate Finance) Tom Nicholson (Corporate Banking) Tel: +44 (0) 207 614 8385 Jefferies (Joint Bookrunner and Joint Underwriter):Rupert Mitchell Oliver Griffiths Tel: +44 (0) 207 029 8000
Capital Link (Investor Relations and Coordinators):
Annie Evangeli (London) Tel: +44 (0) 203 206 1320
The distribution of this announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa, or their respective territories or possessions (the "Excluded Territories") where the extension or availability of the Capital Raising would breach applicable law.
No action has been taken by Goldenport or any other person that would permit an offer of the New Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or qualified for sale under the securities laws of any state or other jurisdiction of the United States of America, and are being offered and sold only (1) outside of the United States to non-U.S. persons in offshore transactions in reliance on regulation S under the Securities Act ("Regulation S") or (2) to accredited investors as such term is defined in regulation D under the securities act ("Regulation D"), in reliance upon the exemption from the registration requirements of the securities act provided by Regulation D.
The New Shares have not been and will not be registered under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. There will be no public offer of New Shares in Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.
This announcement has been issued by, and is the sole responsibility of the Company.
Each of HSBC, Panmure Gordon and Jefferies is authorised and regulated in the UK by the FSA and is acting exclusively for the Company in connection with the Capital Raising and not for any other person and will not regard any other person as their clients in relation to the Capital Raising and will not be responsible to any other person other than the Company for providing the protections afforded to their respective customers, or for providing advice in relation to the Capital Raising, Admission or the contents of this announcement or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, that may be imposed on HSBC, Panmure Gordon and Jefferies by FSMA or the regulatory regime established thereunder, neither of HSBC, Panmure Gordon nor Jefferies accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by each of them, or on behalf of them, the Company or any other person, in connection with the Company, the New Shares, or the Capital Raising and nothing in this announcement is, or shall be relied upon, as a promise or representation in this respect, whether as to the past or the future. Accordingly, each of HSBC, Panmure Gordon and Jefferies disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement of any such statement.