27 Feb 2014 07:00
27 February 2014
NOVA RESOURCES LIMITED
("Nova" or the "Company")
Investment and Exercise of Warrants
Nova is pleased to announce that it has agreed to acquire warrants over 34,000,000 ordinary shares in the share capital of Tricor Plc ("Tricor"), with such warrants having an exercise price of 0.5p, to be exercised at Nova's discretion by 31 December 2017 (the "Warrants"). The Warrants were acquired for a total consideration of £2 million (approximately 5.88p per Warrant), with 17,000,000 Warrants being acquired from each of Consiliou Growth Fund SPC ("Consiliou") and Upside Management (Offshore) SAL ("Upside"). The acquisition price of approximately 5.88p per Warrant represents a discount to the average closing mid-market price of Tricor's ordinary shares in the last 30 days.
Tricor is an investment company focussed on the natural resources sector with investments in iron sand and sand trading operations in the Philippines. Its ordinary shares are traded on the AIM market of the London Stock Exchange. The Board of Nova intends for the Warrants to be retained for the foreseeable future. Following the acquisition of the Warrants, Nova will hold a total of 43,000,000 warrants in Tricor, all of which are exercisable at 0.5p by 31 December 2017.
Both Chan Fook Meng and Chris Morgan are directors of Tricor and Nova.
Nova's Board has had the opportunity to observe closely the business and management of Tricor's investment operations in the Philippines and is of the view that the operations offer high growth potential.
Consiliou and Upside are both substantial shareholders in Nova and therefore the acquisition of the Warrants is treated as a related party transaction under AIM Rule 13. The directors of Nova, all of whom are independent, having consulted with the Company's nominated adviser Daniel Stewart & Company plc ("Daniel Stewart"), consider that the terms of the acquisition of the Warrants are fair and reasonable insofar as the Company's shareholders are concerned.
In connection with the purchase of the Warrants, Consiliou has exercised warrants over 100,000,000 ordinary shares of 1p each in the capital of Nova ("Ordinary Shares") and after the issue and allotment of these Ordinary Shares, Consiliou now has a total direct and indirect beneficial interest in 125,800,000 Ordinary Shares, representing 32.0% of Nova's total enlarged issued ordinary share capital, and has an interest in convertibles and warrants to acquire a further 14,575,000 ordinary shares in Nova. If the said convertibles and warrants were to be exercised, and no other warrants nor options are exercised, Consiliou would then have an interest in a total of 140,375,000 Ordinary Shares in Nova, representing 34.5% of Nova's then enlarged total issued ordinary share capital.
Additionally in connection with the purchase of the Warrants, Upside has exercised warrants over 100,000,000 of Nova's Ordinary Shares and after the issue and allotment of these Ordinary Shares to Upside, Mazen Houssami has a total direct and indirect beneficial interest in 134,125,000 Ordinary Shares, representing 34.1% of Nova's total enlarged issued ordinary share capital, and has an interest in warrants and options to acquire a further 3,250,000 Ordinary Shares in Nova. If the said warrants and options were to be exercised, and no other warrants nor options are exercised, Mr Houssami would then have an interest in a total of 137,375,000 Ordinary Shares in Nova, representing 34.7% of Nova's then enlarged total issued ordinary share capital.
Application will be made to the London Stock Exchange for the 200,000,000 new Ordinary 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 5 March 2014.
Following the issue of Ordinary Shares as detailed above, the Company's issued share capital at the date of this announcement consists of 392,840,287 Ordinary Shares and up to 236,900,000 warrants and options exercisable into Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 392,840,287.
The above 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Enquiries:
Nova Resources Limited +65 6236 2985
Chan Fook Meng, Chairman/CEO
Daniel Stewart & Co (Nominated Advisor & Broker) +44 20 7776 6550
David Hart / Alex Brearley
Blythe Weigh Communications +44 20 7138 3204
Paul Weigh / Halimah Hussain