Weatherly International Plc Regulatory News (WTI)

20 Jul 2007 07:00

Weatherly International PLC20 July 2007 Weatherly International plc ("Weatherly" or the "Company") PROPOSED PLACING TO RAISE APPROXIMATELY £10.08 MILLION Weatherly International plc ('Weatherly' or 'the Company'), an integrated basemetals producer with mining and smelting copper operations in Namibia, ispleased to announce a proposed placing of 48,000,000 new ordinary shares of 0.5peach ('Placing Shares') at 21p per share, raising £10.08 million before expenses(the 'Placing'). The Placing is conditional on shareholder approval at anExtraordinary General Meeting of the Company and admission of the Placing Sharesto trading on AIM, a market of the London Stock Exchange. Admission is expectedto take place on 14 August 2007. The Placing Shares will represent approximately11.86 percent of the Company's enlarged issued share capital and, following thePlacing, the issued share capital of the Company will comprise 404,646,567ordinary shares. The Placing Shares will rank equally in all respects with the existing ordinaryshares of the Company, including the right to receive all future dividends andother distributions declared after the date of issue of the Placing Shares. Group Strategy The net proceeds will be used, primarily, to invest in, and provide workingcapital for, certain strategic projects (as detailed below) and to provide fundsfor business development activities in Africa. Specific projects identified fordevelopment include: The Berg Aukas Zinc Mine The Company intends to evaluate the Berg Aukas polymetallic mine which hashistorically produced lead, zinc and vanadium. The mine was closed and floodedin 1978 and is located approximately 80 kilometres from the Tsumeb smelter. In1978 the resource was identified at 1.78 million tonnes grading 17% zinc, 5%lead and 0.6% vanadium (verified by RSG Global). Basic above groundinfrastructure is available at the decommissioned mine and Weatherly's programmefor 2007/8 may include dewatering the mine workings, verifying reserves andresources, finalising milling alternatives and the completion of a bankablefeasibility study. The Tschudi Open Pit At Tschudi the ore body characteristic supports open pitting with subsequentunderground operations below the open pit workings. Key data from an open pitscoping study (completed by A. & J. Cameron and Associates in 2006 and verifiedby RSG Global) gave an optimised pit of 3.2 million tonnes grading 1.2% copperand 19 grams per tonne of silver on a stripping ratio of 8.5:1. The programme for 2007/8 is to infill drill to JORC classification, finalisemilling alternatives and complete a bankable feasibility study. The Kombat Open Pit The objective is to establish the viability of an open pit to supplement theexisting feed. Weatherly is currently drilling to define the extent ofmineralisation. Further details of the Company's strategic objectives underlying the Placing areset out in a circular to shareholders which has been despatched today and whichgives notice of the convening of an Extraordinary General Meeting to be held on13 August 2007, for the purposes, inter alia, of approving the proposed Placing. A further announcement will be made on 13 August 2007 following the holding ofthe Extraordinary General Meeting. For further information contact: John Norris, Weatherly International plc: +44 (0) 20 7917 2989 +44 (0) 7929 778 251 James Hannon, GMP Securities Europe LLP, +44 (0) 20 7459 3606an Appointed Representative of Panmure Gordon (UK) Limited Jonathan Flory / Stephen Pickup, Libertas Capital: +44 (0) 20 7569 9650 Alex Buck, BuckBias Limited +44 (0) 20 7244 8053 END Libertas Capital Corporate Finance Limited ("Libertas Capital"), which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting as nominated adviser to the Company in connection with thePlacing and other matters referred to in this announcement and will not beresponsible to any person other than the Company for providing the protectionsafforded to customers of Libertas Capital, or for advising any such person onthe contents of this announcement or any other transaction, arrangement ormatter referred to herein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting as Broker to the Company in connectionwith the Placing and other matters referred to in this announcement and will notbe responsible to any person other than the Company for providing theprotections afforded to customers of Panmure Gordon, or for advising any suchperson on the contents of this announcement or any other transaction,arrangement or matter referred to herein. This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for securities in the UnitedStates, Canada, Australia or Japan or any jurisdiction in which such offer orsolicitation is unlawful and should not be relied upon in connection with anydecision to acquire the Placing Shares or any other Weatherly securities. The information contained in this announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States. Thisannouncement is not an offer of securities for sale into the United States. ThePlacing Shares have not been and will not be registered under the US SecuritiesAct of 1933, as amended, or under the securities laws of any state or otherjurisdiction of the United States, and absent registration may not be offered orsold, directly or indirectly, in the United States except pursuant to anexemption from, or as part of a transaction not subject to, the registrationrequirements of the Securities Act and the securities laws of any state or otherjurisdiction of the United States. There will be no public offering ofsecurities in the United States. The Placing Shares have not been and will notbe registered with any regulatory authority of any state or other jurisdictionwithin the United States. The Placing shares have not been and will not beregistered under the applicable securities laws of the other ProhibitedTerritories and, unless an exemption under such laws is available, may not beoffered for sale or subscription or sold or subscribed, directly or indirectlywithin such Prohibited Territories for the account or benefit of any national,resident or citizen of such Prohibited Territories. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore any persons who are subject tothe laws of any jurisdiction other than the United Kingdom should informthemselves about, and observe any applicable requirements. This announcement hasbeen prepared for the purposes of complying with English law and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of jurisdictionsoutside England. This announcement may contain forward-looking statements with respect toWeatherly and its operations, strategy, financial performance and condition.These statements generally can be identified by use of forward looking wordssuch as "may", "will", "expect", "estimate", "anticipate", "intends", "believe"or "continue" or the negative thereof or similar variations. The actual resultsand performance of Weatherly could differ materially from those expressed orimplied by such statements. Such statements are qualified in their entirety bythe inherent risks and uncertainties surrounding future expectations, includingthat the transaction contemplated herein is completed. Important factors thatcould cause actual results to differ materially from expectations include, amongother things, general economic and market factors, competition, changes ingovernment regulation. The cautionary statements qualify all forward-lookingstatements attributable to Weatherly and persons acting on its behalf. Unlessotherwise stated, all forward-looking statements speak only as of the date ofthis annoucement and the parties have no obligation to update such statements. This information is provided by RNS The company news service from the London Stock Exchange