|By Marketwired .||
|January 17, 2013 02:00 AM EST||
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
Serabi Gold plc
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7799 473621
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7710 151692
Email: [email protected]
Beaumont Cornish Limited
Tel: +44 (0)20 7628 3396
Tel: +44 (0)20 7628 3396
Fox Davies Capital Ltd
Tel: +44 (0)20 3463 5010
Tel: +44 (0)20 3463 5010
Blythe Weigh Communications Ltd
Tel: +44 (0)20 7138 3204
Tel: +44 (0)20 7138 3204
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Oct. 23, 2016 09:30 PM EDT Reads: 2,432
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
Oct. 23, 2016 09:15 PM EDT Reads: 960
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
Oct. 23, 2016 09:00 PM EDT Reads: 722
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...
Oct. 23, 2016 09:00 PM EDT Reads: 5,987
In his session at @DevOpsSummit at 19th Cloud Expo, Robert Doyle, lead architect at eCube Systems, will examine the issues and need for an agile infrastructure and show the advantages of capturing developer knowledge in an exportable file for migration into production. He will introduce the use of NXTmonitor, a next-generation DevOps tool that captures application environments, dependencies and start/stop procedures in a portable configuration file with an easy-to-use GUI. In addition to captu...
Oct. 23, 2016 09:00 PM EDT Reads: 1,510
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, will draw together recent research and lessons learned from emerging and established ...
Oct. 23, 2016 09:00 PM EDT Reads: 1,245
SYS-CON Events announced today that Enzu will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their online busine...
Oct. 23, 2016 08:45 PM EDT Reads: 1,284
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Oct. 23, 2016 08:30 PM EDT Reads: 1,702
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
Oct. 23, 2016 08:30 PM EDT Reads: 1,101
@DevOpsSummit has been named the ‘Top DevOps Influencer' by iTrend. iTrend processes millions of conversations, tweets, interactions, news articles, press releases, blog posts - and extract meaning form them and analyzes mobile and desktop software platforms used to communicate, various metadata (such as geo location), and automation tools. In overall placement, @DevOpsSummit ranked as the number one ‘DevOps Influencer' followed by @CloudExpo at third, and @MicroservicesE at 24th.
Oct. 23, 2016 08:00 PM EDT Reads: 3,964
SYS-CON Events announced today that Roundee / LinearHub will exhibit at the WebRTC Summit at @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LinearHub provides Roundee Service, a smart platform for enterprise video conferencing with enhanced features such as automatic recording and transcription service. Slack users can integrate Roundee to their team via Slack’s App Directory, and '/roundee' command lets your video conference ...
Oct. 23, 2016 07:30 PM EDT Reads: 2,067
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Oct. 23, 2016 07:00 PM EDT Reads: 4,555
Established in 1998, Calsoft is a leading software product engineering Services Company specializing in Storage, Networking, Virtualization and Cloud business verticals. Calsoft provides End-to-End Product Development, Quality Assurance Sustenance, Solution Engineering and Professional Services expertise to assist customers in achieving their product development and business goals. The company's deep domain knowledge of Storage, Virtualization, Networking and Cloud verticals helps in delivering ...
Oct. 23, 2016 06:45 PM EDT Reads: 1,009
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...
Oct. 23, 2016 05:30 PM EDT Reads: 840
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Oct. 23, 2016 05:30 PM EDT Reads: 2,848