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Proposed Placing

25 Nov 2010 07:00

RNS Number : 7675W
Weatherly International PLC
25 November 2010
 



25 November 2010

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

 

Weatherly International plc

('Weatherly' or the 'Company')

 

Placing for £4.45 million

and

Total Voting Rights

 

Weatherly is pleased to announce that it has conditionally placed 89,022,880new ordinary shares of 0.5pence each ("Placing Shares") at a price of 5 pence per Placing Share with certain institutional and other investors to raise £4.45 million (approximately US$7.0 million) before expenses ("the Placing"). Ambrian Partners Limited acted as broker to Company in connection with the Placing.

 

The Placing Price represents a discount of approximately 1.8 per cent. to the 30 day VWAP and a discount of approximately 19 per cent. to the closing share price on 24 November 2010, being the last practicable dealing day prior to the publication of this announcement.

 

Commenting, Rod Webster, CEO of Weatherly said:

 

"I am delighted with the progress that the company is making in terms of both achieving our immediate objectives to resume copper production early next year and also positioning ourselves to deliver our long term vision for the Company. This placement provides funding that will enable us to accelerate the development of the Company and has enabled us to attract new shareholders who we expect to support the Company in its long term development. Some of our senior management team have also made a significant investment showing their confidence in the quality of the Company's assets and our overall vision."

 

 

Background and Use of Proceeds

 

The immediate focus of Weatherly is the re-start of mining operations at its Otjihase and Matchless copper mines in Namibia (the "Central Operations") which is currently on schedule for Q1 2011. As previously announced, the capital cost of re-opening the mines is being met by a US$7 million facility from Louis Dreyfus Commodities Metals Suisse S.A.

 

Following receipt of the net proceeds of the Placing of approximately £4.2 million (US$6.6 million), the Group's operating cash position is approximately £6.6 million (US$10.5 million).

 

Weatherly currently intends to utilise the proceeds from this placement :

·; to conclude the Mine Feasibility Study at Tschudi (as previously announced on 1 April 2010) and which is expected to be completed by the end of H1 2011;

·; to conduct an accelerated exploration programme at Tschudi aimed at increasing the existing JORC resource of 43.4 million tonnes (@ 0.83% Cu and 10.5 g/t Ag);

·; to conduct a drilling programme at Tsumeb West and Matchless to test for new orebodies adjacent to existing workings;

·; to pursue further growth initiatives, including development of its tailings project at Tsumeb and the proposed transaction with ECE as previously announced; and

·; for general working capital purposes.

 

In addition, Weatherly expects to receive the final proceeds from the sale of the Kombat mine of $N20.4 million (approximately US$3.0 million) by 29 November 2010 and Weatherly anticipates receipt of a further $N16 million (approximately US$2.3 million) from real estate sales by the end of H1 2011. These funds will be used to finance the approximate US$5 million working capital requirement for the re-start of the Central Operations.

 

Management Participation

 

Weatherly is pleased to report that certain members of the senior management team have chosen to participate in the Placing on the same terms as the placees. Craig Thomas, Managing Director of Weatherly's Namibian subsidiaries (Weatherly Mining Namibia and Ongopolo Mining Limited), was appointed earlier this year and has taken the opportunity to acquire shares in Weatherly as part of the Placing. Max Herbert, Weatherly's company secretary, and Kevin Ellis, Chief Financial Officer, are also participating in the Placing.

 

On completion of the Placing the interests of the relevant members of senior management in the ordinary share capital of the Company will be:

 

Previous Shares

New Ordinary Shares

Total Shares

% of Enlarged Issued Share Capital

Craig Thomas

-

4,000,000

4,000,000

0.75

Kevin Ellis

-

500,000

500,000

0.09

Max Herbert

-

700,000

700,000

0.13

 

Following the Placing the Directors remain beneficially interested in 65,586,000 Ordinary Shares, representing 12.26% of the enlarged issued share capital.

 

 

Settlement and dealings

 

Application is being made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that such Admission will become effective and that dealings will commence on 2 December 2010. The Placing is conditional, inter alia, upon Admission.

 

The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. It is expected that CREST accounts will be credited on the day of Admission and that share certificates (where applicable) will be dispatched by first class post, at the risk of shareholders, by 16 December 2010.

 

Total Voting Rights

 

Following Admission of the Placing Shares, Weatherly's issued share capital will consist of 535,071,808 ordinary shares. All of the ordinary shares have equal voting rights and none of the ordinary shares are held in treasury. Therefore, the total number of voting rights in the Company is 535,071,808.

 

The above figure may 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 to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

 

 

 

ENDS

 

For further information, please contact:

 

Rod Webster, Chief Executive Officer, Weatherly International Plc

+44 (0) 20 7917 2989

 

Samantha Harrison / Jen Boorer, Ambrian Partners Limited

+44 (0) 20 7634 4700

 

Carina Corbett, 4C Communications (Investor Relations)

+44 (0) 20 7559 6715

 

 

Ambrian Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Ambrian Partners Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Ambrian Partners Limited or for advising any other person on the arrangements described in this announcement. Ambrian Partners Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Ambrian Partners Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

 

The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Canada, Australia or Japan nor has any prospectus in relation to the Placing Shares been lodged with or registered by the Australian Securities and Investments Commission. Accordingly, subject to certain exceptions, the Placing Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia or Japan. This announcement is directed and issued only to the shareholders of Weatherly and their representatives and shall not be distributed to or used by any other person. Overseas shareholders and any person (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward this announcement to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

 

This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Placing and distribution of this document and other information in connection with the potential capital increase in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company. In addition, no agent or representative of the Company accepts any responsibility whatsoever for the contents of this document and no representation or warranty express or implied, is made by any agent or representative as to the information set out in this document. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company or any of its subsidiaries or affiliates, since the date of this announcement or that the information in it is correct as at any subsequent date.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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