23 Dec 2015 07:00
23 December 2015
Sovereign Mines of Africa Plc
("Sovereign Mines" or "the Company")
Board Changes and subscription to raise £0.5 million
Highlights
· Giles Clarke appointed Chairman
· Rupert Fraser appointed non-executive Director
· Share subscription to raise £500,000
Sovereign Mines of Africa PLC, the gold mining exploration company with gold exploration properties in the Republic of Guinea, West Africa, is pleased to announce the appointment of Giles Clarke as Chairman and Rupert Fraser as a non-executive Director of the Company with effect from completion of the Subscription (as defined below). In addition, the Company has raised £500,000 through a subscription of 500,000,000 new ordinary shares of 0.01 pence each in the Company ("Ordinary Shares") at a price of 0.1p each (the "Subscription"). Giles Clarke and Rupert Fraser have invested £100,000 and £125,000, respectively, in the Subscription alongside existing and new shareholders, including existing director Nathan Steinberg.
New Board appointments
The Company is pleased to announce the appointment of Giles Clarke as Chairman and Rupert Fraser as a non-executive Director of the Company with effect from completion of the Subscription, which will be on Admission of the subscription shares to trading on AIM. David Pearl will step down as a director with effect from completion of the Subscription after serving as the Company's Chairman since its inception. Jan Nelson will also step down as a non-executive director of the Company with effect from completion of the Subscription.
Giles Clarke is currently Chairman of Amerisur Resources plc (AIM: AMER) and Westleigh Investments Holdings Limited and Non-executive Chairman of Ironveld plc (AIM: IRON) and Kennedy Ventures plc (AIM:KENV). He began his career as an investment banker with Credit Suisse First Boston before successfully establishing, building and selling a number of high profile businesses including Majestic Wine, Pet City plc and Safestore plc. Giles is President of the England and Wales Cricket Board and is Chairman of several private organisations.
Mr Fraser is currently a non-executive director of Ironveld plc (AIM: IRON) and has over 20 years of experience in the investment banking industry. Rupert was a founding partner and the senior managing director of Kildare Partners, was a director of Farleigh Associates and was head of Equities at Evolution Securities from 2009 to 2011, prior to which he spent 16 years at Dresdner Kleinwort, where in 2005 he was appointed Managing Director, Global Head of Equity Distribution.
Subscription
The 500,000,000 new Ordinary Shares being issued under the Subscription along with a further 50,000,000 Ordinary Shares being issued at a price of 0.1p each in settlement of commission and adviser fees will rank pari passu in all respects with the Company's existing ordinary shares and will represent 63.9% of the Company's enlarged issued share capital. Application will be made for the new Ordinary Shares to be admitted to trading on AIM ("Admission") and Admission is expected to occur, and dealings are expected to commence at 8.00 am on 30 December 2015.
Giles Clarke, Chairman designate, Rupert Fraser, non-executive Director designate and Nathan Steinberg, Finance Director, have participated in the Subscription as set out below:
Subscription Shares | Beneficial Interest post-Admission
| ||
Giles Clarke | 100,000,000 | 100,000,000 | 11.62% |
Rupert Fraser | 125,000,000 | 125,000,000 | 14.52% |
Nathan Steinberg | 20,000,000 | 21,100,000 | 2.45% |
Issue of warrants
Giles Clarke and Rupert Fraser are not taking any fees in relation to their appointments to the board of the Company and have in lieu of such and conditional on their appointment, been granted warrants in the Company as set out below ("Warrants"):
Director | No. of Warrants | Exercise price | Commencement of exercise period | Expiry of exercise period |
Giles Clarke | 62.5 million | 0.1 pence | 30 December 2015 | 30 December 2020 |
62.5 million | 0.1 pence | Upon execution of a reverse takeover by the Company | 30 December 2020 | |
Rupert Fraser | 62.5 million | 0.1 pence | 30 December 2015 | 30 December 2020 |
62.5 million | 0.1 pence | Upon execution of a reverse takeover by the Company | 30 December 2020 |
The exercise of the Warrants is conditional such that they cannot be exercised if such an exercise would take the Warrant holder's beneficial interest in shares in the Company, taken together with any other shareholder that the Warrant holder may be deemed to be in concert with, over 30%, such that the Warrant holder may be required to make an offer for the Company's shares pursuant to Rule 9 of the Takeover Code.
Following Admission, the Company's issued share capital will consist of 860,858,850 ordinary shares, with each ordinary share carrying the right to one vote. The Company does not hold any ordinary shares in treasury. This figure of 860,858,850 may therefore 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 in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Giles Clarke, Chairman designatedesignate said:
"I am pleased to be joining the Board alongside Rupert Fraser. We have invested in the business to provide it with additional funding. We plan to conduct a strategic review of the Company's assets and activities with a view to enhancing shareholder value and will outline our vision and strategy for the business in the weeks ahead. Our plans for the business may involve the pursuit of an acquisition which would trigger a reverse takeover under the AIM Rules. I would like to thank David Pearl my predecessor as Chairman for all he has done for the business and wish him and Jan Nelson well for the future."
For further information, please contact:
SOVEREIGN MINES OF AFRICA PLC | |
Giles Clarke - Chairman designate c/o Billy Clegg | +44 20 3757 6983 |
Nathan Steinberg - Finance Director | +44 20 7269 7680 |
SHORE CAPITAL - NOMINATED ADVISER & BROKER | |
Toby Gibbs/Bidhi Bhoma - Corporate Finance | |
Jerry Keen - Corporate Broking | +44 20 7408 4090 |
CAMARCO | |
Billy Clegg / Gordon Poole | +44 20 3757 6983 |
In relation to the appointments of Mr Clarke and Mr Fraser, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies save as disclosed below:
Charles Giles Clarke, aged 62
Current directorships
| Previous directorships (past 5 years) | |||||||
Amerisur Resources plc ATL Telecom Limited Clark Clay Industries Limited Designspin Limited Edvectus Limited England and Wales Cricket Board Limited Fosters Rooms Limited International Cricket Council Ironveld plc Kennedy Ventures plc M J Associates Limited RAM (102) Limited The Boston Tea Party Group Limited The Boston Tea Party Limited West Country Business Systems (Holdings) Limited West Country Business Systems Limited Westleigh Investments Holdings Limited
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Other disclosures
Mr Clarke was formerly Chairman of Majestic Wine Corporation (MWC) in the US. Subsequent to his resignation in May 1988, MWC filed for protection under Chapter XI of the US Bankruptcy Code.
Mr Clarke was formerly a non-executive director of All Mass Cladding Systems Limited and resigned on 19 October 2011. Subsequent to this resignation, the directors of the company appointed an administrator to oversee the company's affairs on 24 February 2012. The company was subsequently liquidated on 28 November 2014.
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Rupert Michael Fraser, aged 47
Current directorships
| Previous directorships (past 5 years) |
Ironveld plc
| Evolution Securities Farleigh Associates Kildare Partners
|
About Sovereign Mines:
Sovereign Mines of Africa Plc is a mineral exploration company incorporated in England and Wales and headquartered in London
At the end of 2007, the founders of the Company saw an opportunity to pool their collective expertise and experience in order to form joint ventures for mineral exploration with governments in Africa. The Republic of Guinea in West Africa was identified as the first target and this ultimately gave rise to the establishment of the Company in 2010.
The Company entered into a cooperative joint-venture with the Government of Guinea (the "Sovereign Partnership Structure"), pursuant to which the Government was granted an equity stake in Sovereign Mines of Guinea, the operating company of the group. The Directors believe that this collaborative approach gives the Company unusual advantages compared with other small exploration companies and as a result it has been able to acquire very highly prospective properties, any of which could, in the Directors' opinion, become a significant gold asset. SMA has financed and managed the building of a preliminary JORC-compliant inferred maiden gold resource of 610,000 ounces of gold at its flagship Manadiana gold project where a relatively small amount of drilling consisting of only 16,880 metres has tested only 10 per cent of the potential strike gold project of the gold mineralising system. SMA also has two other compelling early-stage gold exploration projects in guinea called Dalagna and Marela.
Sovereign Mines of Guinea is ultimately owned 75% by Sovereign Mines of Africa plc and 25% by SOGUIPAMI, the Guinea Government Mining Representative.
The project is held in SMG's 100% Guinea's subsidiary, GUIORD SA.