For immediate release
17 November 2009
Serabi Mining Plc
("Serabi" or the "Company")
Open Offer of up to 21,151,613 Ordinary Shares
at
1.5 pence per Ordinary Share
on the basis of
1 Offer Share for every existing 14 Ordinary Shares
Highlights
* Open Offer of up to 21,151,613 Ordinary Shares at 1.5p per
Ordinary Share.
* Open Offer will raise up to £317,274 (before expenses) - the Open
Offer is not underwritten.
* Funding will be used to undertake follow-up exploration around
Palito.
OPEN OFFER STATISTICS*
Open Offer Price per Offer Share 1.5 pence
Number of Existing Ordinary Shares 296,122,583
Number of Offer Shares to be issued pursuant to the 21,151,613
Open Offer
Proceeds of the Open Offer (before expenses) £317,274
Enlarged Ordinary Shares in issue at Admission 317,274,196
Percentage of the Enlarged Share Capital represented by 6.7 per cent.
the Offer Shares
* Assuming full take up of entitlements under the Open Offer.
Mike Hodgson, Chief Executive, commented:
"We are delighted to have completed the placing announced last week
and the Open Offer will enable our smaller shareholders to
participate in the Company's financing at the placing price."
Enquiries:
Serabi Mining plc
Clive Line, Finance Director Tel: 020 7246 6830 Mobile: 07710 151 692
Website: www.serabimining.com
Beaumont Cornish Limited (Nominated Adviser)
Roland Cornish / Michael Cornish Tel: 020 7628 3396
Farm Street Communications
Simon Robinson Tel: 07593 340 107
17 November 2009
Serabi Mining Plc
("Serabi" or the "Company")
Open Offer of up to 21,151,613 Ordinary Shares
at
1.5 pence per Ordinary Share
on the basis of
1 Offer Share for every existing 14 Ordinary Shares
1. Introduction
On 10 November 2009 the Board of Serabi announced that the Company
had placed in aggregate 144,534,500 Ordinary Shares at a price of 1.5
pence per Ordinary Share to raise £2,168,017 (before expenses) to
fund the Company's next stage of exploration at the Palito mine. The
Placing was completed on 16 November 2009.
In addition, the Company issued 5,054,551 Ordinary Shares to certain
suppliers and consultants in satisfaction of outstanding liabilities
of £77,503 and 6,394,467 Ordinary Shares to the Directors in
settlement of accrued but unpaid remuneration and benefits under the
terms of their existing service contracts amounting to £95,917 at the
Placing Price.
2. Details of the Open Offer
The Board considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in the fundraising at
the Placing Price. Accordingly, the Board proposes to raise up to
£317,274 (before expenses) by way of an open offer to be made to
Eligible Shareholders of up to 21,151,163 New Ordinary Shares at the
Placing Price. The Open Offer is not underwritten.
In the event that the Open Offer is over-subscribed the applications
will be scaled back at the discretion of the Directors. In
particular, in the event that any Eligible Shareholder applies for a
proportionately larger number of Offer Shares compared to other
applicants that Eligible Shareholder's application will be scaled
back so as to allow the smaller applicants to participate. To the
extent that Offer Shares are not subscribed for by Existing
Shareholders, the Company reserves the right to offer such shares to
third parties.
The Offer Price represents a discount of 25 per cent. to the Closing
Price of 2 pence per Existing Ordinary Share on 16 November 2009,
being the last dealing day prior to the publication of this
announcement.
The Offer Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or paid
after the date of their issue.
The Open Offer closes at 3.00 p.m. on Monday 2 December 2009.
Application will be made to the London Stock Exchange for the Offer
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in the Offer Shares
will commence on AIM at 8.00 a.m. on 9 December 2009. A summary
timetable is set out in Appendix I.
The Open Offer is subject to Admission becoming effective by no later
than 8.00am on 16 December 2009 or such later time and/or date as the
Company may determine (but, in any event, not later than 23 December
2009).
The Open Offer is not conditional on subscription in full of the
Offer Shares. If the Open Offer is not subscribed in full, the
Directors will allot and issue those Offer Shares for which valid
applications have been received.
An Eligible Shareholder's right to subscribe for the Offer Shares in
respect of the Open Offer is not tradeable.
In connection with the Open Offer, the Company is today publishing a
Document containing full details, including the terms and conditions,
of the Open Offer. The Document itself does not include an
Application Form to enable Eligible Shareholders to participate in
the Offer. Application Forms are personalised for each Eligible
Shareholder and have been sent, together with the Document by mail
to each shareholder's address of record in the shareholders
register as at 5.00 p.m. on 16 December 2009. For Eligible
Shareholders who hold shares in the Company through a nominee,
the Application Form and Document will be sent to the nominee.
3. Use of Proceeds
Assuming full subscription under the Open Offer, the Open Offer will
raise a further £317,274 (before expenses) payable by the Company.
The Company intends to use the net proceeds of the Placing and Offer
(amounting to approximately £2,326,291, assuming full subscription
under the Open Offer) to commence the first stage of exploration and
further evaluation of the 18 prioritised anomalies identified within
the surveyed area and to fund the general working capital
requirements of the Group.
Copies of the Document will be available from the Company's website
(www.serabimining.com) free of charge in accordance with the
requirements of Rule 26 of the AIM Rules.
Enquiries:
Serabi Mining plc
Clive Line, Finance Director Tel: 020 7246 6830 Mobile: 07710 151 692
Website: www.serabimining.com
Beaumont Cornish Limited (Nominated Adviser)
Roland Cornish / Michael Cornish Tel: 020 7628 3396
Farm Street Communications
Simon Robinson Tel: 07593 340 107
Qualified Person's Statement:
The technical information contained within this announcement has been
reviewed and verified by Michael Hodgson as required by the AIM
Guidance Note on Mining, Oil and Gas Companies dated June 2009.
Michael Hodgson is an Economic Geologist by training with 20 years
experience in the mining industry. He has a BSc (Hons) Geology,
University of London, an MSc Mining Geology, University of Leicester
and is a Fellow of Institute of Materials, Minerals and Mining and a
Chartered Engineer of the Engineering Council of UK.
Appendix I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time / date
Open Offer Record Date 5.00 p.m. on 16
November 2009
Publication of the Document 17 November 2009
Latest time and date for receipt of completed 3.00 p.m. on 2
Application Forms and/or CREST Excess December 2009
Application Form and payment in full under the
Open Offer or settlement of relevant CREST
instruction (as appropriate)
Admission effective and dealings commence on AIM 8.00 a.m. on 9
December 2009
Crediting of Offer Shares to CREST accounts By 8.00 a.m. on 9
December 2009
Despatch of definitive certificates for Offer By 17 December 2009
Shares
The dates set out in the timetable of principal events above and
mentioned throughout this announcement may be adjusted by the
Company, in which event the details will be notified to the London
Stock Exchange and, where appropriate, to Shareholders.
DEFINITIONS
"Admission" admission of the New Ordinary Shares to
trading on AIM becoming effective in
accordance with the AIM Rules
"AIM" a market operated by the London Stock
Exchange
"Application Form" the application form to be used by Eligible
Non-CREST shareholders in connection with
the Open Offer
"Beaumont Cornish" Beaumont Cornish Limited, the Company's
nominated adviser and broker, a member of
the London Stock Exchange and authorised
and regulated by the Financial Services
Authority
"Company" or "Serabi" Serabi Mining Plc
"CREST" the computerised settlement system operated
by CRESTCo Limited to facilitate the
transfer of title to shares in
uncertificated form. The Relevant System
(as defined in the CREST Regulations) in
respect of which CRESTCo Limited is the
Operator (as defined in the CREST
Regulations)
"CREST Excess Application the application form to be used by Eligible
Form" CREST Shareholders in connection with the
Open Offer
"Directors" or the the directors of the Company, as at the
"Board" date of this announcement
"Document" the circular to Shareholders dated 17
November 2009 setting out the terms and
conditions of the Open Offer
"Eligible Shareholders" holders of Existing Ordinary Shares at the
Open Offer Record Date with addresses for
service within the United Kingdom
(excluding for the avoidance of doubt the
Channel Islands)
"Existing Ordinary the existing Ordinary Shares of the Company
Shares" in issue at the date of this announcement
"Group" the Company and its subsidiaries
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Ordinary Shares in the Company to be
issued pursuant to the Open Offer
"Offer Price" 1.5 pence for each Offer Share
"Offer Shares" The 21,151,613 New Ordinary Shares which
are to be made available for subscription
by Eligible Shareholders under the Open
Offer
"Open Offer" the conditional offer to Eligible
Shareholders to subscribe for the Offer
Shares at the Offer Price being made by the
Company on the terms set out in the
Document
"Open Offer Record Date" 5.00 p.m. on 16 November 2009
"Ordinary Shares" ordinary shares of 0.5 pence each in the
capital of the Company
"Shareholder" a holder of Ordinary Shares from time to
time
ENDS
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