27 Nov 2014 07:00
SCOTGOLD RESOURCES LIMITED
CLOSE OF NON-RENOUNCEABLE RIGHTS ISSUE AND CLEANSING STATEMENT
Scotgold Resources Limited (Company) announces that its pro rata non-renounceable rights issue of fully paid ordinary shares in the capital of the Company (New Shares) on the basis of one (1) New Share for every one (1) existing share (Rights Issue) held at the record date of 22 October 2014 (Record Date) closed at 5:00pm (WST) on 24 November 2014.
The Company received applications to subscribe for 194,965,196 New Shares at A$0.006 (0.60 cents) or £0.0033 (0.33 pence) from eligible shareholders under the Rights Issue to raise approximately $1,169,791. This represents approximately 34% of all New Shares offered under the Rights Issue.
The Company advises that the results of the Offer are as follows:
Total Number of New Shares offer under the Rights Issue | 568,529,569 |
Total number of New Shares issued to eligible shareholders | 189,820,494 |
Total number of Excess Shares issued to eligible shareholders under the Excess Entitlements Facility | 5,144,702 |
Total number of Shortfall Shares issued | Nil |
Underwritten Shares | 373,564,373 |
194,965,196 New Shares will be issued on 26 November 2014 when trading will also commence on the ASX. Application is being made for the shares to be admitted to trading on AIM and trading is expected to commence on 3 December.
The Rights Issue was fully underwritten by directors Nathaniel le Roux and Alexander Littlejohn (Underwriters). Subject to any Shortfall being placed by the Directors at their discretion, the Underwriters will subscribe for 281,897,707 and 91,666,666 respectively in accordance with the terms and conditions of the underwriting agreement between the Company and the Underwriters (Underwriting Agreement). Full details of the Underwriting Agreement and the potential impact on the Company are outlined in section 1.9 of the Offer Document.
This is further to the announcement made on 12 October 2014 when the Company Directors Mr Nathaniel le Roux and Mr Alexander Littlejohn agreed to fully underwrite the rights issue and further announcements on the Rights Issue dated 14 October 2014 and 16 October 2014.
The Company would like to thank shareholders for their continued support.
United Kingdom:
Scotgold Resources Limited Westhouse Securities Limited Capital Markets Consultants
Richard Gray
Chief Executive Officer Martin Davison Simon Rothschild
Tel: +44 (0)7905 884 021 Tel: +44 (0)20 7601 6100 Tel +44 (0)7703 167 065
NOTICE UNDER s708AA OF THE ACT
The Company hereby notifies ASX under paragraph 708AA (2) (f) of the Corporations Act 2001 (Cth) (Act) that:
(a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;
(b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;
(c) as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;
(d) as at the date of this notice the Company has complied with section 674 of the Act;
(e) as at the date of this notice there is no information of the type referred to in sections 708AA(8) and 708AA(9) of the Act :
(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
(ii) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:
(A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
(B) the rights and liabilities attaching to the Shares; and
(f) the effect the Rights Issue has on the control of the Company, and the consequences of that effect, is set out below:
Subject to any Shortfall being placed by the Directors at their discretion, the Underwriters will be required to take up the Underwritten Shares. The effect of control that may arise as a result of the Rights Issue and Underwriting Agreement is as follows:
Nathaniel le Roux | Alexander Littlejohn | Total shares on issue | |
Shares held prior to the Offer | 87,333,333 | 2,666,667 | 568,529,569 |
% holding prior to the Offer | 15.4% | 0.5% | 15.9% |
Entitlement shares taken up | 87,333,333 | 2,666,667 | 194,965,196 |
Shares held following the Offer | 174,666,666 | 5,333,334 | 759,973,908 |
% holding following the Offer | 22.9% | 0.7% | 23.6% |
Underwriting shares to be taken up | 281,897,707 | 91,666,666 | 373,564,373 |
Shares held following the Underwriting | 456,564,373 | 97,000,000 | 1,137,059,138 |
% holding following the Underwriting | 40.2% | 8.5% | 48.7% |