|By Marketwired .||
|April 4, 2014 09:30 AM EDT||
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
Wishbone Gold plc
+44 7703 412 817
Wishbone Gold plc
+44 7802 634163
Wishbone Gold plc
Northland Capital Partners Limited
+44 20 7796 8800
Northland Capital Partners Limited
+44 20 7796 8800
Beaufort Securities Limited
+ 44 20 7382 8300
Beaufort Securities Limited
+ 44 20 7382 8300
St Brides Media & Finance Ltd
+44 20 7236 1177
St Brides Media & Finance Ltd
+44 20 7236 1177
Cloud computing is unquestionably one of the driving forces of DevOps, as the automation of operations transforms enterprise software development. DevOps, however, is more than a technology trend, as it represents a move toward silo-busting, self-organizing horizontal teams that drive business velocity. At the same time, enterprise Digital Transformation represents an upheaval across the enterprise, as customer preferences and behavior drive enterprise technology decisions. This transformation ...
Dec. 1, 2015 12:35 PM EST
SYS-CON Events announced today that Catchpoint, a global leader in monitoring, and testing the performance of online applications, has been named "Silver Sponsor" of DevOps Summit New York, which will take place on June 7-9, 2016 at the Javits Center in New York City. Catchpoint radically transforms the way businesses manage, monitor, and test the performance of online applications. Truly understand and improve user experience with clear visibility into complex, distributed online systems.Founde...
Dec. 1, 2015 12:15 PM EST
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 ...
Dec. 1, 2015 12:00 PM EST Reads: 306
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
Dec. 1, 2015 12:00 PM EST Reads: 230
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
Dec. 1, 2015 11:45 AM EST Reads: 373
The Internet of Everything is re-shaping technology trends–moving away from “request/response” architecture to an “always-on” Streaming Web where data is in constant motion and secure, reliable communication is an absolute necessity. As more and more THINGS go online, the challenges that developers will need to address will only increase exponentially. In his session at @ThingsExpo, Todd Greene, Founder & CEO of PubNub, exploreed the current state of IoT connectivity and review key trends and t...
Dec. 1, 2015 11:45 AM EST Reads: 472
Actifio is powering new application development and testing services from Net3 Technologies (N3T), a managed cloud services provider. N3T's new Symmetry DevOps™ service builds on its existing Palmetto Virtual Data Center (PvDC) Cloud services for data backup and disaster recovery (DR) based on the Actifio Copy Data Virtualization platform. Previously, N3T's data protection and DR services were challenged by overlapping and inefficient legacy hardware and software platforms from multiple vendo...
Dec. 1, 2015 11:30 AM EST
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Dec. 1, 2015 11:00 AM EST Reads: 138
The cloud. Like a comic book superhero, there seems to be no problem it can’t fix or cost it can’t slash. Yet making the transition is not always easy and production environments are still largely on premise. Taking some practical and sensible steps to reduce risk can also help provide a basis for a successful cloud transition. A plethora of surveys from the likes of IDG and Gartner show that more than 70 percent of enterprises have deployed at least one or more cloud application or workload. Y...
Dec. 1, 2015 11:00 AM EST Reads: 514
Countless business models have spawned from the IaaS industry – resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his general session at 17th Cloud Expo, Harold Hannon, Sr. Software Architect at SoftLayer, an IBM Company, broke down what we have to work with, discussed the benefits and pitfalls and how we can best use them ...
Dec. 1, 2015 10:45 AM EST Reads: 131
In demand-intensive mobile and web applications, an emerging pattern is to host the Systems of Engagement in the cloud (for maximum responsiveness) but keep the Systems of Record with the other important business systems in the company datacenter, often on a tightly secured mainframe. But what about the space in between? In this IBM Redpaper publication, we show that the IBM Bluemix cloud platform offers technologies that make it easy for cloud-based SoEs to securely connect to on-premises IBM...
Dec. 1, 2015 10:19 AM EST
Discussions of cloud computing have evolved in recent years from a focus on specific types of cloud, to a world of hybrid cloud, and to a world dominated by the APIs that make today's multi-cloud environments and hybrid clouds possible. In this Power Panel at 17th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the importance of customers being able to use the specific technologies they need, through environments and ecosystems that expose their APIs to make true ...
Dec. 1, 2015 10:00 AM EST Reads: 577
Microservices are a very exciting architectural approach that many organizations are looking to as a way to accelerate innovation. Microservices promise to allow teams to move away from monolithic "ball of mud" systems, but the reality is that, in the vast majority of organizations, different projects and technologies will continue to be developed at different speeds. How to handle the dependencies between these disparate systems with different iteration cycles? Consider the "canoncial problem"...
Dec. 1, 2015 09:00 AM EST Reads: 482
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Dec. 1, 2015 08:00 AM EST Reads: 396
Container technology is shaping the future of DevOps and it’s also changing the way organizations think about application development. With the rise of mobile applications in the enterprise, businesses are abandoning year-long development cycles and embracing technologies that enable rapid development and continuous deployment of apps. In his session at DevOps Summit, Kurt Collins, Developer Evangelist at Built.io, examined how Docker has evolved into a highly effective tool for application del...
Dec. 1, 2015 08:00 AM EST Reads: 397