Welcome!

News Feed Item

Serabi Gold plc ("Serabi" or the "Company") Issue of 270,000,000 Ordinary Shares at 6 Pence per Share Dealings by the Directors

LONDON -- (Marketwire) -- 01/17/13 -- Serabi (AIM: SRB) (TSX: SBI), the Brazilian focused gold exploration and development company, announces that the conditional subscription by Fratelli Investments Limited and parties acting in concert with it (the "Concert Party") has been completed, conditional upon admission of the new Ordinary Shares to AIM and the TSX.

On 1 October 2012, the Company entered into a conditional subscription agreement with Fratelli Investments to subscribe for and underwrite a placement of new Ordinary Shares to raise £ 16.2 million to finance the development and start-up of underground mining operations at its Palito gold mine. The investment by Fratelli Investments took the form of:

(a) A subscription for 90,403,000 new Ordinary Shares at the Subscription Price of 6 pence per new Ordinary Share; and
(b) A conditional subscription for up to a further 179,597,000 new Ordinary Shares at a subscription price of 6 pence per new Ordinary Share, such number to be reduced by any subscriptions for new Ordinary Shares from third party investors.

Of the 270,000,000 shares that have been issued pursuant to the subscription arrangements raising gross proceeds of UK£ 16.2 million, the Company has procured third party subscribers for 81,350,353 new Ordinary Shares and accordingly, the total subscription by the Concert Party amounted to 188,649,647 new Ordinary Shares, as detailed below in this announcement.

Mr. Michael Hodgson commenting on the announcement of the completion of the Subscription said:

"I would like to record the thanks of myself and the rest of the Board to Fratelli Investments. Their support will allow the management of the Company to continue the development of the Palito Gold Mine and ensures an exciting future for the Company. Their willingness to underwrite the share placement is, I believe, a demonstration of their belief in the Palito project and the opportunity that we have to develop a robust and bigger gold company around this."

Following completion of the issue of 270,000,000 Ordinary Shares the Company is aware of the following notifiable interests in the Enlarged Ordinary Share Capital:


                                                         Percentage interest
                                                             in the Enlarged
Shareholder                              Shares held in       Ordinary Share
                                            the Company              Capital
----------------------------------------------------------------------------
Fratelli Investments Limited                184,695,647                51.1%
The Concert Party                           207,906,964                57.5%
Anker Holding AG                             40,000,000                11.1%
Drake PIPE Fund                              31,119,686                 8.6%
Fondo de Inversion Privado Santa Monica      22,443,947                 6.2%
Eldorado Gold Corporation                    21,340,000                 5.9%
----------------------------------------------------------------------------

Mr. TS Harvey, Mr. CM Line and Mr. M Williams, directors of the Company, all subscribed for Subscription Shares. In addition, Anker Holding AG, a company beneficially owned by the spouse of Mr. C Kingsman, who is a director of the Company, also subscribed for Subscription Shares. The subscriptions by the Directors and parties related to the Directors and their interest in the Ordinary Shares of the Company following completion of the Subscription are as follows:


                                                     Shares held  Percentage
                                                          in the interest in
                           Shares held                   Company         the
Director and/or related         in the                 following    Enlarged
 party                         Company Subscription   completion    Ordinary
                          prior to the       Shares       of the       Share
                          Subscription   subscribed Subscription     Capital
----------------------------------------------------------------------------
Anker Holding AG (Note 1)   18,851,000   21,149,000   40,000,000       11.1%
Mr. TS Harvey                  200,000    1,000,000    1,200,000        0.3%
Mr. CM Line                    417,653      300,000      717,653        0.2%
Mr. M Williams                  45,000      250,000      295,000        0.1%
----------------------------------------------------------------------------

Note 1 Anker Holding AG is beneficially owned by the spouse of Mr. C
       Kingsman who is a director of the Company

As Anker Holding AG is interested in more than 10 per cent. of the Existing Ordinary Share Capital and Mr. TS Harvey, Mr. CM Line, Mr. M Williams and Mr. C Kingsman are all directors of the Company (the "Subscribing Directors"), the subscription by Anker and the Subscribing Directors is a related party transaction for the purposes of Rule 13 of the AIM Rules. For the purposes of the AIM Rules, the independent Directors of Serabi, (being Mr. M Hodgson, Mr. D Jones and Mr. E Rosselot), having consulted with the Company's nominated adviser, consider that the subscription by Anker and the Subscribing Directors pursuant to the Subscription is fair and reasonable insofar as the Shareholders are concerned. The independent Directors have taken into account in particular that Anker and the Subscribing Directors are each subscribing on the same terms and conditions as the Concert Party and the other subscribers for new Ordinary Shares procured by the Company from unconnected third parties, and which has been approved by Independent Shareholders on a poll.

The Subscriptions of the Concert Party are as follows:


                                        Additional
                                            Shares
                              Minimum   subscribed
                         Subscription for pursuant              New Warrants
                               Shares       to the        Total    issued on
                           subscribed  Conditional Subscription   Completion
Concert Party Member              for Subscription       Shares     (Note 5)
----------------------------------------------------------------------------

Fratelli Investments
 Limited (Note 1)          90,403,000   76,676,647  167,079,647    8,135,035
Piero Solari Donaggio
 (Note 2)                           -            -            -            -
Sandro Solari Donaggio
 (Note 2)                           -            -            -            -
Carlo Solari Donaggio
 (Note 2)                           -            -            -            -
Nicolas Bañados (Note 3)            -   20,840,000   20,840,000            -
Jorge Arancibia Pascal
 (Note 4)                           -      730,000      730,000            -
Total                      90,403,000   98,246,647  188,649,647    8,135,035
----------------------------------------------------------------------------

Note 1 Fratelli Investments Limited is a 99.9 per cent. owned subsidiary of
       Inversiones Menevado Dos Limitada which is itself a 99.97 per cent.
       owned subsidiary of Inversiones Menevado Limitada which is itself a
       96.92 per cent. owned subsidiary of Inversiones Megeve Capital
       Limitada. The shareholders of Inversiones Megeve Capital Limitada
       comprise Asesorias e Inversiones Barolo Limitada, which is controlled
       by Piero Solari Donaggio and his dependants, Asesorias e Inversiones
       Brunello Limitada, which is controlled by Sandro Solari Donaggio and
       his dependants and Asesorias e Inversiones Sangiovese Limitada, which
       is controlled by Carlo Solari Donaggio and his dependants. Further
       details are set out below in Part II of the Document.
Note 2 Piero Solari Donaggio, Sandro Solari Donaggio and Carlo Solari
       Donaggio are the sole directors and the ultimate beneficial
       shareholders of Fratelli Investments.
Note 3 Nicolas Banados, an attorney-in-fact of Fratelli Investments, is the
       beneficial owner of 50 per cent. of the share capital of Asesorias e
       Inversiones Asturias Limitada which beneficially owns 25 per cent. of
       the units in Fondo de Inversion Privado Santa Monic, which subscribed
       for 20,840,000 Subscription Shares.
Note 4 Jorge Arancibia Pascal, an attorney-in-fact of Fratelli Investments,
       is the beneficial owner of 85 per cent. of the share capital of
       Asesorias e Inversiones Hipa Limitada, which subscribed for 730,000
       Subscription Shares.
Note 5 Fratelli Investments has been issued with one New Warrant for every
       ten Third Party Share subscribed for by third parties as an
       underwriting fee pursuant to the Subscription Agreement.

Immediately following completion of the Subscription, the Concert Party's interest in the Company (and assuming full conversion of all warrants held at completion by the Concert Party), will therefore be as follows:


                       Interest                       Interest in Percentage
         Interest in         in                           Diluted of Diluted
            Enlarged   Enlarged                          Enlarged   Enlarged
            Ordinary   Ordinary   Existing        New    Ordinary   Ordinary
Concert        Share      Share   Warrants   Warrants       Share      Share
 Party    Capital on Capital on         on  issued on  Capital on Capital on
 Member   Completion Completion Completion Completion  Completion Completion
                       (Note 1)                                     (Note 2)
----------------------------------------------------------------------------
Fratelli
 Invest-
 ments
 Limited 184,695,647     51.12%  2,270,833  8,135,035 195,101,515     52.46%
Piero
 Solari
 Donaggio          -          -          -          -           -          -
Sandro
 Solari
 Donaggio          -          -          -          -           -          -
Carlo
 Solari
 Donaggio          -          -          -          -           -          -
Nicolas
 Bañados  22,443,947      6.21%    216,666          -  22,660,613      6.09%
Jorge
 Arancibia
 Pascal      767,370      0.21%          -          -     767,370      0.21%
Total
         207,906,964     57.55%  2,487,499  8,135,035 218,529,498     58.76%
----------------------------------------------------------------------------
Note 1 The Enlarged Ordinary Share Capital comprises the Existing Ordinary
       Shares and the Subscription Shares.
Note 2 The Diluted Enlarged Ordinary Share Capital comprises the Existing
       Ordinary Shares, the Subscription Shares, the new Ordinary Shares
       issued on exercise of the Existing Warrants and the new Ordinary
       Shares issued on exercise of the New Warrants.

On Completion of the Subscription Fratelli Investments Limited and the Concert Party will hold more than 50 per cent. of the Company's voting share capital, and accordingly, Fratelli Investments Limited and the Concert Party may be able to increase its aggregate shareholding in the Company without incurring any obligation under Rule 9 to make a general offer to the Company's other Shareholders. Under the Takeover Code, whilst each member of the Concert Party continues to be treated as acting in concert, each member will be able to increase further his respective percentage shareholding in the voting rights of the Company without incurring an obligation under Rule 9 to make a general offer to Shareholders to acquire the entire issued share capital of the Company. However, individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold, without the consent of the Panel.

Application will be made for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Subscription Shares will commence on 23 January 2013. The new Ordinary Shares will when issued and fully paid, rank in all other respects pari passu with the Existing Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Fratelli Investments also provided on 1 October 2012 an interim secured short term loan facility of US$6 million (equivalent to approximately £ 3.8 million at the exchange rate of £ 1:US$1.59 as at 2 October 2012) to the Company to provide additional working capital to the Company and to enable the Company to commence the necessary mine development and plant refurbishment works immediately. As at 16 January 2013, the last practicable date prior to the publication of this announcement, US$4.5 million had been drawn down under the short term loan facility. The Company will repay the Loan Agreement from the proceeds of the Subscription. Interest charges that will have accrued under the Loan Agreement, assuming that the loan facility is re-paid on 18 January 2013 from the proceeds of the Subscription, have been calculated as US$107,375. Fratelli have confirmed to the Company that they will not seek penalty interest charges in the early repayment of the loan that could have applied under the original terms of the Loan Agreement.

Copies of this release are available from the Company's website at www.serabigold.com.

Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release.


                                 APPENDIX 1
                                 DEFINITIONS
   The following words and expressions apply throughout this announcement
                    unless the context requires otherwise:

"Admission"                         admission of the Subscription Shares to
                                    trading on AIM becoming effective in
                                    accordance with the AIM Rules for
                                    Companies
"AIM"                               AIM, a market of that name operated by
                                    the London Stock Exchange
"City Code" or "Takeover Code"      the City Code on Takeovers and Mergers,
                                    as updated from time to time
"Company" or "Serabi"               Serabi Gold plc
"Completion"                        the Subscription being completed and
                                    Admission taking place
"Concert Party"                     Fratelli Investments Limited, its
                                    Connected Persons and other persons
                                    acting in concert with it, as described
                                    in Part II of the Document
"Diluted Enlarged Ordinary Share    371,891,063,728 Ordinary Shares
 Capital"                           comprising the Existing Ordinary Shares,
                                    the Subscription Shares, 2,487,499 new
                                    Ordinary Shares to be issued on full
                                    exercise of the Existing Warrants and
                                    8,135,035 new Ordinary Shares to be
                                    issued on full exercise of the New
                                    Warrants
"Document"                          the circular to Shareholders dated 11
                                    December 2012 in relation to the
                                    proposals including the notice of
                                    General Meeting
"Enlarged Ordinary Share Capital"   the issued equity share capital of the
                                    Company immediately following Admission
                                    comprising the Existing Ordinary Share
                                    and the Subscription Shares
"Existing Ordinary Shares"          the existing 91,268,529 issued Ordinary
                                    Shares as at the date of this
                                    announcement and the Document
"Existing Ordinary Share Capital"   the issued equity share capital of the
                                    Company as at the date of this
                                    announcement and the Document
"Existing Warrants"                 the existing 2,487,499 warrants to
                                    subscribe for new Ordinary Shares owned
                                    by Fratelli Investments and Fondo de
                                    Inversion Privado Santa Monica as at the
                                    date of the Document
"Fratelli Investments"              Fratelli Investments Limited, a company
                                    registered in the Bahamas with
                                    registered number 136,354 B
"General Meeting"                   the general meeting of the Company
                                    convened for 10.00 a.m. on 16 January
                                    2013, the notice convening which was set
                                    out at the end of the Document
"Loan Agreement"                    the US$6 million loan facility dated 1
                                    October 2012 provided to the Company by
                                    Fratelli Investments, details of which
                                    are set out in Part IV of the Document
"New Warrants"                      8,135,035 new Warrants to subscribe for
                                    new Ordinary Shares at a price of 10
                                    pence per Ordinary Shares to be issued
                                    to Fratelli Investments pursuant to the
                                    Subscription Agreement
"Ordinary Shares"                   the ordinary shares of 5 pence each in
                                    the capital of the Company
"Panel"                             Panel on Takeover and Mergers
"Rule 9"                            Rule 9 of the Takeover Code
"Rule 9 Offer"                      the requirement for a general offer to
                                    be made in accordance with Rule 9
"Shareholders"                      Person(s) who is/are registered
                                    holder(s) of Ordinary Shares from time
                                    to time
"Subscription"                      the conditional subscription by Fratelli
                                    Investments to subscribe for and
                                    underwrite a placement of up to
                                    270,000,000 new Ordinary Shares, further
                                    details of which are set out in Part I
                                    of the Document
"Subscription Agreement"            the agreement dated 1 October 2012
                                    between (1) the Company and (2) Fratelli
                                    Investments, further details of which
                                    are contained in Part IV of the Document
"Subscription Price"                6 pence per Subscription Share
                                    270,000,000 new Ordinary Shares to be
"Subscription Shares"               issued pursuant to the Subscription
                                    Agreement
"Third Party Shares"                up to 179,597,000 Subscription Shares
                                    available for subscription by third
                                    party investors
"Waiver"                            the waiver granted by the Panel (subject
                                    to the passing of the Whitewash
                                    Resolution) in respect of the obligation
                                    of the Concert Party to make a mandatory
                                    offer for the entire issued share
                                    capital of the Company not already held
                                    by the Concert Party which might
                                    otherwise be imposed on the Concert
                                    Party under Rule 9 of the Takeover Code
                                    as a result of the issue of Subscription
                                    Shares under the Subscription, as more
                                    particularly described in paragraph 7 of
                                    Part I of the Document
"Warrants"                          the warrants to subscribe for new
                                    Ordinary Shares further details of which
                                    are set out in paragraph 2.5 of Part IV
                                    of the Document

Enquiries:
Serabi Gold plc
Michael Hodgson
Chief Executive
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7799 473621


Clive Line
Finance Director
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7710 151692


Email: [email protected]
Website: www.serabigold.com


Beaumont Cornish Limited
Nominated Adviser
Roland Cornish
Tel: +44 (0)20 7628 3396
Michael Cornish
Tel: +44 (0)20 7628 3396


Fox Davies Capital Ltd
UK Broker
Simon Leathers
Tel: +44 (0)20 3463 5010
Jonathan Evans
Tel: +44 (0)20 3463 5010


Blythe Weigh Communications Ltd
Public Relations
Tim Blythe
Tel: +44 (0)20 7138 3204
Rob Kellner
Tel: +44 (0)20 7138 3204


More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Kubernetes is a new and revolutionary open-sourced system for managing containers across multiple hosts in a cluster. Ansible is a simple IT automation tool for just about any requirement for reproducible environments. In his session at @DevOpsSummit at 18th Cloud Expo, Patrick Galbraith, a principal engineer at HPE, discussed how to build a fully functional Kubernetes cluster on a number of virtual machines or bare-metal hosts. Also included will be a brief demonstration of running a Galera MyS...
"We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Internet of @ThingsExpo has announced today that Chris Matthieu has been named tech chair of Internet of @ThingsExpo 2017 New York The 7th Internet of @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, New York. Chris Matthieu is the co-founder and CTO of Octoblu, a revolutionary real-time IoT platform recently acquired by Citrix. Octoblu connects things, systems, people and clouds to a global mesh network allowing users to automate and control design flo...
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
Between 2005 and 2020, data volumes will grow by a factor of 300 – enough data to stack CDs from the earth to the moon 162 times. This has come to be known as the ‘big data’ phenomenon. Unfortunately, traditional approaches to handling, storing and analyzing data aren’t adequate at this scale: they’re too costly, slow and physically cumbersome to keep up. Fortunately, in response a new breed of technology has emerged that is cheaper, faster and more scalable. Yet, in meeting these new needs they...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at 20th Cloud Expo, Ed Featherston, director/senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...