Welcome!

News Feed Item

Wishbone Gold Plc Placing and Open Offer

LONDON, UNITED KINGDOM -- (Marketwired) -- 04/04/14 -- Wishbone Gold Plc (AIM: WSBN)(PINKSHEETS: WISHY), an exploration and acquisition company focussed on precious metals, is pleased to announce a conditional Placing and Open Offer of up to 32,696,293 New Ordinary Shares at 1.5 pence each to raise approximately GBP 0.5 million (before expenses). The structure of this offer means that it is fully underwritten and is only available to existing shareholders at the record date, 5pm on 2 April 2014. A Circular which provides further details on the Placing and Open Offer, including the terms and conditions of the Open Offer, will be sent to Shareholders later today and will be available to download from the Company's website www.wishbonegold.com.

The Placing is being effected by a conditional placing of shares with Black Swan FZE, a company wholly owned by Black Swan plc, of which Richard Poulden, Chairman of the Company, is a director and a majority shareholder. However, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed fundraising, the Company is providing all Qualifying Shareholders and Qualifying DI Holders with the opportunity to subscribe, at the Offer Price, for an aggregate of up to 32,696,293 Offer Shares, on the basis of 1 New Ordinary Share for every 7 Existing Ordinary Shares, at 1.5 pence each, payable in full on acceptance. The Placing will be subject to clawback, depending on the acceptance levels under the Open Offer.

The Open Offer provides Qualifying Shareholders and Qualifying DI Holders with an opportunity to participate in the proposed issue of the Offer Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group. The Offer Price is at a discount of 20 per cent. to the closing middle market price of 1.875 pence per Existing Ordinary Share on 2 April 2014. Admission of the New Ordinary Shares to be issued in respect of the Placing and Open Offer is expected to occur no later than 8am on 29 April 2014.

The capitalised terms in this announcement shall have the same meaning as the definitions in the circular to be posted to Shareholders later today.

Current Trading and Prospects

The Company has provided Shareholders with updates on its various projects in Australia via regulatory announcements on 17 July 2013, 29 July 2013, 4 September 2013 and the latest of which was released on 25 October 2013 on its 6,300 hectare Wishbone II tenement in Queensland, in which the Company detailed results of recent soil sampling had led to an extension of the area of potential mineralisation at the Hanging Valley and Oaky Mill prospects. More recently, the area has had its rainy season and so further activities have been limited.

On the corporate front, the Company announced on 7 March 2014 that it had completed its conditional share exchange agreement with Global Resources Investment Trust plc ("GRIT"), as a result of which GRIT now hold 20 per cent. of the current share capital of Wishbone as at today's date, before the proposed issue of New Ordinary Shares as set out in the Circular. The Company also recently appointed Dubai based Tabarak Investment Bank, which is focused on arranging and advising on commodities and Islamic financial products and arranging financing for a range of different projects, which the Directors believe will assist Wishbone in its acquisition programme.

Reasons for the Placing and Open Offer

As at 2 April 2014, the Company's cash balance was GBP 48,000. The purpose of this issue is to provide working capital for exploration work this season on the Company's properties in Queensland and further funding for potential acquisitions.

Details of the Placing

The Company has conditionally raised approximately GBP 0.5 million before expenses by the conditional Placing of up to 32,696,293 New Ordinary Shares at the Offer Price to the Placee. The Placing Shares to be issued pursuant to the Placing will be subject to clawback, based on acceptances received by Qualifying Shareholders and Qualifying DI Holders under the Open Offer.

The Placing is conditional, inter alia, upon:


i.  the Open Offer being made and the Placing Letter becoming or being
    declared unconditional in all respects; and

ii. Admission becoming effective by no later than 8am on 29 April 2014 or
    such later time and/or date (being no later than 8am on 13 May 2014) as
    the Placee and the Company may agree.

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placee will be returned to them (at the Placee's risk and without interest) as soon as possible thereafter. The Placing Shares will be issued free of all liens, charges and encumbrances and 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.

Application will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8am on 29 April 2014 at which time it is also expected that Depositary Interests representing the Placing Shares will be enabled for settlement in CREST.

Related Party Transaction

The Placee is Black Swan FZE, a company of which Richard Poulden, Chairman of Wishbone, is also chairman and controls a majority of the shares. Black Swan FZE is charging a 3 per cent. fee for effectively acting as underwriter to the issue, to be satisfied by the issue of 980,888 new Ordinary Shares (being the Commission Shares). The Placing and the issue of the Commission Shares constitute a related party transaction under Rule 13 of the AIM Rules for Companies. The Independent Directors, having consulted with Northland as the Company's Nominated Adviser, consider that the terms of this transaction are fair and reasonable insofar as the Shareholders are concerned.

Details of the Open Offer

The terms and conditions of the Open Offer are set out in full in the Circular and are summarised below.

In order to allow the Shareholders to participate in the fundraising on the same terms as the Placee, the Company is proposing to issue up to 32,696,293 Offer Shares from the Open Offer at the Offer Price, payable in full on acceptance. Any entitlements to Offer Shares not subscribed for by Qualifying Shareholders or Qualifying DI Holders will be available to Qualifying Shareholders and Qualifying DI Holders under the Excess Application Facility. The Placing will be clawed back according to the level of acceptances under the Open Offer and the Excess Application Facility.

Qualifying Shareholders and Qualifying DI Holders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

1 Offer Share for every 7 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date. Entitlements of Qualifying Shareholders and Qualifying DI Holders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders and Qualifying DI Holders but will be made available under the Excess Application Facility. Not all Shareholders will be Qualifying Shareholders or Qualifying DI Holders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

The Offer Shares must be paid for in full on application. The latest time and date for receipt of completed Application Forms and payment in respect of the Open Offer is 11am on 25 April 2014.

Qualifying Shareholders and Qualifying DI Holders should note that the Open Offer is not a rights issue and therefore the Offer Shares which Qualifying Shareholders and Qualifying DI Holders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders or Qualifying DI Holders who do not apply for Offer Shares. The Application Form is not a document of title and cannot be traded or otherwise transferred.

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. The other principal condition to the Open Offer is that Admission is to become effective by no later than 8am on 29 April 2014 or such later time and/or date (being no later than 8am on 13 May 2014) as Northland and the Company may agree.

The Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares and the Placing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8am on 29 April 2014. It is also expected that Depositary Interests representing the Offer Shares will be enabled for settlement in CREST.

Effect of the Placing and Open Offer

Upon completion of the Admission the Enlarged Share Capital is expected to be 262,551,235 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 12.8 per cent. of the Company's Enlarged Share Capital.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Record Date for the Open Offer                           5pm on 2 April 2014

Publication and posting of the Circular and                     4 April 2014
posting of the Application Form to Qualifying
Shareholders

Ex-entitlement Date                                             4 April 2014

Open Offer Entitlements and Excess CREST Open            8am on 7 April 2014
Offer Entitlements enabled in CREST and
credited to stock accounts of Qualifying DI
Holders as soon as possible thereafter

Recommended latest time for requesting               4.30pm on 17 April 2014
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST

Latest time for depositing Open Offer                   3pm on 22 April 2014
Entitlements and Excess CREST Open Offer
Entitlements into CREST

Latest time for splitting Open Offer                    3pm on 23 April 2014
Entitlements

Latest time and date for acceptance of the             11am on 25 April 2014
Open Offer and receipt of completed
Application Forms or settlement of relevant
CREST instruction (as appropriate)

Announcement of result of Open Offer                           29 April 2014

Admission and commencement of dealings in the           8am on 29 April 2014
New Ordinary Shares

CREST accounts credited with Depository                 8am on 29 April 2014
Interests representing New Ordinary Shares as
soon as possible thereafter

Despatch of definitive share certificates for          week commencing 6 May
New Ordinary Shares in certificated form                                2014

PLACING AND OPEN OFFER STATISTICS


Number of Existing Ordinary Shares or                            228,874,054
Depository Interests representing Existing
Ordinary Shares currently in issue

Offer Price and Placing Price                                           1.5p

Number of Placing Shares (subject to clawback)              up to 32,696,293

Number of Offer Shares                                            32,696,293

Basic entitlement under the Open Offer              1 New Ordinary Share for
                                                   every 7 Existing Ordinary
                                                                      Shares

Gross proceeds from the Placing and Open Offer         approximately GBP 0.5
                                                                     million

Number of Commission Shares to be issued to                          980,888
the Placee

Enlarged Share Capital following the issue of                    261,570,347
the Placing Shares and the Offer Shares

Enlarged Share Capital following the issue of                    262,551,235
the Placing Shares, the Offer Shares and the
Commission Shares

New Ordinary Shares as a percentage of the                             12.8%
Enlarged Share Capital

Market capitalisation of the Company                  approximately GBP 3.94
immediately following the Placing and Open                           million
Offer at the Offer Price

Contacts:
Wishbone Gold plc
Richard Poulden
Executive Chairman
+44 7703 412 817

Wishbone Gold plc
Clive Hyman
CFO
+44 7802 634163
[email protected]

Wishbone Gold plc
[email protected]
www.wishbonegold.com

Northland Capital Partners Limited
Louis Castro
+44 20 7796 8800

Northland Capital Partners Limited
Lauren Kettle
+44 20 7796 8800

Beaufort Securities Limited
Chris Rourke
+ 44 20 7382 8300

Beaufort Securities Limited
Saif Janjua
+ 44 20 7382 8300

St Brides Media & Finance Ltd
Frank Buhagiar
+44 20 7236 1177

St Brides Media & Finance Ltd
Susie Geliher
+44 20 7236 1177

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
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...
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, 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 ad...
"Plutora provides release and testing environment capabilities to the enterprise," explained Dalibor Siroky, Director and Co-founder of Plutora, in this SYS-CON.tv interview at @DevOpsSummit, held June 9-11, 2015, at the Javits Center in New York City.
DevOps tends to focus on the relationship between Dev and Ops, putting an emphasis on the ops and application infrastructure. But that’s changing with microservices architectures. In her session at DevOps Summit, Lori MacVittie, Evangelist for F5 Networks, will focus on how microservices are changing the underlying architectures needed to scale, secure and deliver applications based on highly distributed (micro) services and why that means an expansion into “the network” for DevOps.
"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.
Choosing the right cloud for your workloads is a balancing act that can cost your organization time, money and aggravation - unless you get it right the first time. Economics, speed, performance, accessibility, administrative needs and security all play a vital role in dictating your approach to the cloud. Without knowing the right questions to ask, you could wind up paying for capacity you'll never need or underestimating the resources required to run your applications.
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
WebRTC is about the data channel as much as about video and audio conferencing. However, basically all commercial WebRTC applications have been built with a focus on audio and video. The handling of “data” has been limited to text chat and file download – all other data sharing seems to end with screensharing. What is holding back a more intensive use of peer-to-peer data? In her session at @ThingsExpo, Dr Silvia Pfeiffer, WebRTC Applications Team Lead at National ICT Australia, looked at differ...
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
The security needs of IoT environments require a strong, proven approach to maintain security, trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vic...
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...