24 Dec 2010 11:25
24 December 2010
Maghreb Minerals PLC
("Maghreb" or the "Company")
Placing to raise US$10,000,000
Issue of equity
Further to the announcement made earlier on 24 December 2010 Maghreb announces that it has raised £6,321,112.52 (being equivalent to US$10,000,000) through subscriptions for 361,206,430 new ordinary shares of 0.6 pence each ("the Placing Share(s)") in the Company at a price of 1.75 pence per share (the "Placing"). Firebird and Macquarie (as defined below) are the sole subscribers to the Placing.
The proceeds of the Placing will be used to enable Maghreb to pursue its strategy of acquiring assets in the fluorspar sector internationally and to fund the ongoing exploration work in Tunisia.
The Placing is, inter alia, conditional on admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission will occur on or before 4 January 2011. Following completion of the Placing, the Placing Shares will represent approximately 57% of the enlarged issued share capital of the Company, which will then comprise 634,129,513 ordinary shares of 0.6 pence each. The enlarged share capital will remain suspended from trading on AIM pending the publication of an admission document by the Company pursuant to the acquisition of fluorspar assets as set out in the announcement made at 7.30 a.m. on 24 December 2010.
Commenting, Richard Linnell, Chairman, said:
"The investment by Macquarie Bank Ltd represents an important vote of confidence in Maghreb and its stated strategy by a major institutional investor. This financing by Maghreb's major shareholder, Firebird, and Macquarie has placed the Company in a position to proactively pursue its stated strategy."
Changes to notifiable holdings
Firebird Global Master Fund, Ltd ("Firebird") has subscribed for 50% of the Placing Shares. Company director, James Passin is an owner and director of FGS Advisors, LLC and FG2 Advisors, LLC which manage and control Firebird and Firebird Global Master Fund II, Ltd.
Macquarie Bank Limited ("Macquarie") has subscribed for 50% of the Placing Shares.
On completion of the Placing the following changes will occur to their shareholdings:
Name | No of shares prior to placing | % prior to placing | No of new shares subscribed for | No of shares following placing | % after placing |
Firebird Global Master Fund Ltd | 102,794,276 | 37.7% |
180,603,215 | 283,397,491 | 44.69% |
Firebird Global Master Fund II Ltd | 70,330,917 | 25.8% | - |
| 11.09% |
Firebird Combined | 173,125,193 | 63.4% | 180,603,215 | 353,728,408 | 55.78% |
Macquarie Bank Ltd | nil | 0% | 180,603,215 | 180 603 215 | 28.48% |
No of Share in issue/Total raised | 272,923,083 | 100.0% | 361,206,430 | 634,129,513 | 100.0% |
No of Authorised Shares | 900,000,000 |
Related Party Transactions
Where a company whose shares are quoted on AIM enters into a Related Party Transaction, AIM Rule 13 requires the independent directors of the company to confirm that they consider, having consulted with the company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the company's shareholders are concerned.
The Placing involves Firebird. Firebird is associated with and managed by a director of the Company.
For the purposes of the Placing, Richard Linnell and Dunbar Dales are considered to be independent directors. The independent directors consider that, having consulted with Westhouse Securities Limited, the Company's Nominated Adviser, the terms of the Placing are fair and reasonable insofar as the independent shareholders are concerned.
Director's dealing
Albert Gourley, a director of the Company, has notified the Company that on 24 December 2010 Gourley Holdings 2 Inc. ("Gourley Inc."), a company owned by a trust of which he is a beneficiary (though Mr. Gourley does not control such company), entered into a conditional agreement with Firebird whereby Gourley Inc. agreed to acquire 48,000,000 ordinary shares in Maghreb in consideration of the transfer to Firebird of 50,000,000 unsubordinated, unsecured convertible debentures ("Convertible Debentures") issued by Sallies Limited. Sallies Limited ("Sallies") is a company incorporated in South Africa is currently listed on the JSE Limited.
The condition to the acquisition of shares is the agreement for the acquisition by Maghreb of the shares in Sallies and Convertible Debentures from Firebird and Firebird Global Master Fund II, Ltd. (which was announced earlier on 24 December 2010) having become unconditional save for the condition relating to shareholder approval of such acquisition by Maghreb. Following the acquisition of 48,000,000 ordinary shares in Maghreb, the aggregate interest of Albert Gourley and Gourley Inc. in ordinary shares in Maghreb will be 59,333,386 shares, of which 11,333,386 shares are registered in Mr Gourley's name and 48,000,000 shares will be registered in the name of Gourley Inc.
For further information, please contact:
Maghreb Minerals Plc
Richard Linnell - Chairman Tel: +27 11 459 2853
Dunbar Dales - CEO Tel: +27 83 258 9062
Westhouse Securities Limited Tel: +44 (0) 20 7601 6100
Tim Feather / Martin Davison
ENDS