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Acquisition of 30% of Nova Mongolia Corp Pte Ltd

14 Feb 2012 13:30

RNS Number : 4027X
Nova Resources Limited
14 February 2012
 



 

14 February 2012

Nova Resources Limited

 

("Nova" or the "Company")

 

Acquisition of remaining 30% of the capital of Nova Mongolia Corp Pte Ltd

The Board of Directors are pleased to announce that Nova has purchased 300 shares in the capital of Nova Mongolia Corp Pte Ltd ("Nova Mongolia") from Ms Sarangerel Dorligjav and Mr Demberel Manga (the "Acquisition"). The total consideration for the Acquisition is £1,767,857.09 which is to be fully paid by the allotment and issuance of 23,571,428 ordinary shares of par value of £0.01 each ("Ordinary Shares") at the issue price of £0.075 each (the "Consideration Shares") and 12,857,143 warrants (the "Consideration Warrants").

 

The Consideration Warrants contain the following terms (the "Terms"):

 

1 the warrants are not exercisable until Nova has acquired or invested in a company that qualifies as a reverse takeover under the AIM Rules;

 

2 the warrants are exercisable at a subscription price of £0.02 for each Ordinary Share; and

 

3 the warrants will continue, subject to these conditions, until their expiry date on 28 February 2013.

 

Neither Ms Sarangerel Dorligjav nor Mr Demberel Manga are related to any director or substantial shareholder of the Company.

 

Nova now owns 100% of Nova Mongolia; Nova Mongolia owns 100% of Salins Limited and Salins Limited owns 100% of ZHCH Mining LLC.

 

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM and it is expected that Admission will be effective and trading will commence at 8:00 am on 21 February 2012. Following Admission, the Company will have 103,771,428 Ordinary Shares in issue. Since the Company holds no shares in Treasury, the total number of voting rights in the Company is therefore 103,771,428 and this figure may therefore 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 in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

 

On a fully diluted basis, following execution of the Consideration Warrant together with execution/conversion of all outstanding options, warrants and convertible loan notes, but not including the convertible loan notes that may or may not be issued pursuant to the Investment Facility with Odin Structured Advisory Services LLP announced on 5 January 2012, (collectively, the "Convertibles") an additional 50,157,143 shares of par value £0.01 each would be issued, giving a total number of Ordinary Shares in issue of 153,928,571.

 

The Convertibles comprise:

 

1. 42,857,143 warrants which may only be exercised upon completion of a reverse takeover by 28 February 2013, issued as 30,000,000 warrants to Bernholz Limited (the sole beneficiary of which is Chan Fook Meng) and the 12,857,143 Consideration Warrants. The total number of Ordinary Shares that could be issued upon exercise is 42,857,143;

 

2. 6,500,000 options issued to directors and management of Nova which can only be exercised in tranches as announced on 16 November 2011 and 20 January 2012. The first tranche may only be converted in May 2012 The total number of Ordinary Shares that could be issued upon exercise is 6,500,000; and

 

3. 60,000 convertible unsecured loan notes which may be converted at any time as announced on 10 February 2012. The total number of Ordinary Shares that could be issued upon exercise is 800,000.

 

For enquiries:

Nova Resources Limited

Tel: +65 62362985

Chan Fook Meng, Chief Executive Officer

Daniel Stewart & Company plc (Nominated Adviser and Broker)

Tel: +44 (0)20 7776 6560

David Hart

James C Felix

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Date   Source Headline
10th Feb 20124:55 pmRNSSubscription and Issue of Loan Notes
17th Jan 201212:37 pmRNSCoal Transportation Contract
11th Jan 20123:26 pmRNSChange of Adviser/Board Appointments
4th Jan 20122:12 pmRNSChange of name and directorate change
16th Dec 201110:15 amRNSResult of AGM
6th Dec 20117:00 amRNSAcquisition of Salins Limited
25th Nov 20117:00 amRNSAppointment of a director and an EVP
21st Nov 20117:00 amRNSAppointment of Director to subsidiary
16th Nov 20111:30 pmRNSGrant of Options
11th Nov 20113:00 pmRNSNotice of AGM
11th Nov 20117:00 amRNSIncorporation of New Subsidiary
6th Oct 20112:12 pmRNSResult of EGM
26th Sep 20114:00 pmRNSHalf Yearly Report
14th Sep 20115:15 pmRNSNotice of General Meeting
8th Sep 20117:09 amRNSSale of Total's Shares & Board Change-Replacement
7th Sep 20119:52 amRNSSale of Shares by Total and change of Board
27th Jun 20117:00 amRNSFinal Results
4th Apr 201110:10 amRNSTotal Voting Rights
15th Mar 20119:15 amRNSIssue of Equity
31st Jan 20117:30 amRNSChange of Adviser
8th Dec 20109:00 amRNSResignation of Adviser
2nd Nov 20109:01 amRNSDirectorate Change
7th Oct 20103:12 pmRNSDirectorate Change
28th Sep 20107:00 amRNSHalf Yearly Report
5th May 20109:21 amRNSFinal Results
29th Jun 20099:30 amRNSFinal Results
12

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