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
Peak 10, Inc., has announced the implementation of IT service management, a business process alignment initiative based on the widely adopted Information Technology Infrastructure Library (ITIL) framework. The implementation of IT service management enhances Peak 10’s current service-minded approach to IT delivery by propelling the company to deliver higher levels of personalized and prompt service. The majority of Peak 10’s operations employees have been trained and certified in the ITIL frame...
As the rapid adoption of containers continues, companies are finding that they lack the operational tools to understand the behavior of applications deployed in these containers, and how to identify issues in their application infrastructure. For example, how are multiple containers within an application impacting each other’s performance? If an application’s service is degraded, which container is to blame? In the case of an application outage, what was the root cause of the outage?
SYS-CON Events announced today that DatacenterDynamics has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY. DatacenterDynamics is a brand of DCD Group, a global B2B media and publishing company that develops products to help senior professionals in the world's most ICT dependent organizations make risk-based infrastructure and capacity decisions.
SYS-CON Events announced today TMCnet has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Technology Marketing Corporation (TMC) is the world's leading business-to-business and integrated marketing media company, servicing niche markets within the com...
Between the mockups and specs produced by analysts, and resulting applications built by developers, there exists a gulf where projects fail, costs spiral, and applications disappoint. Methodologies like Agile attempt to address this with intensified communication, with partial success but many limitations. In his session at 18th Cloud Expo, Charles Kendrick, CTO & Chief Architect at Isomorphic Software, will present a revolutionary model enabled by new technologies. Learn how business and devel...
Unless you don’t use the internet, don’t live in California, or haven’t been paying attention to the recent news… you should be aware that self-driving cars are on their way to becoming a reality. I have seen them – they are real. If you believe in the future reality of self-driving cars, then continue reading on. If you don’t believe in the future possibilities, then I am not sure what to do to convince you other than discuss the very real changes that will roll out with the consumer producti...
If there is anything we have learned by now, is that every business paves their own unique path for releasing software- every pipeline, implementation and practices are a bit different, and DevOps comes in all shapes and sizes. Software delivery practices are often comprised of set of several complementing (or even competing) methodologies – such as leveraging Agile, DevOps and even a mix of ITIL, to create the combination that’s most suitable for your organization and that maximize your busines...
Struggling to keep up with increasing application demand? Learn how Platform as a Service (PaaS) can streamline application development processes and make resource management easy.
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
New Relic, Inc. has announced a set of new features across the New Relic Software Analytics Cloud that offer IT operations teams increased visibility, and the ability to diagnose and resolve performance problems quickly. The new features further IT operations teams’ ability to leverage data and analytics, as well as drive collaboration and a common, shared understanding between teams. Software teams are under pressure to resolve performance issues quickly and improve availability, as the comple...
The IoT has the potential to create a renaissance of manufacturing in the US and elsewhere. In his session at 18th Cloud Expo, Florent Solt, CTO and chief architect of Netvibes, will discuss how the expected exponential increase in the amount of data that will be processed, transported, stored, and accessed means there will be a huge demand for smart technologies to deliver it. Florent Solt is the CTO and chief architect of Netvibes. Prior to joining Netvibes in 2007, he co-founded Rift Technol...
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. 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 foc...
Many private cloud projects were built to deliver self-service access to development and test resources. While those clouds delivered faster access to resources, they lacked visibility, control and security needed for production deployments. In their session at 18th Cloud Expo, Steve Anderson, Product Manager at BMC Software, and Rick Lefort, Principal Technical Marketing Consultant at BMC Software, will discuss how a cloud designed for production operations not only helps accelerate developer...
Join IBM June 8 at 18th Cloud Expo at the Javits Center in New York City, NY, and learn how to innovate like a startup and scale for the enterprise. You need to deliver quality applications faster and cheaper, attract and retain customers with an engaging experience across devices, and seamlessly integrate your enterprise systems. And you can't take 12 months to do it.
This is not a small hotel event. It is also not a big vendor party where politicians and entertainers are more important than real content. This is Cloud Expo, the world's longest-running conference and exhibition focused on Cloud Computing and all that it entails. If you want serious presentations and valuable insight about Cloud Computing for three straight days, then register now for Cloud Expo.