TIDMMML
RNS Number : 8516R
Medusa Mining Limited
31 October 2013
MEDUSA MINING LIMITED
ABN: 60 099 377 849
Unit 7, 11 Preston Street
Como WA 6152
PO Box 860
Canning Bridge WA 6153
Telephone: 618-9367 0601
Facsimile: 618-9367 0602
Email: admin@medusamining.com.au
Internet: www.medusamining.com.au
NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH ITS DISTRIBUTION WOULD BE UNLAWFUL
ANNOUNCEMENT
31 October 2013
successful completion of PLACEMENT AND INCREASE IN SIZE TO A$34
MILLION
(ASX & LSE: MML)
Medusa Mining Limited ("Medusa" or the "Company") is pleased to
announce that due to significant demand in relation to its recently
announced non-underwritten placement of new ordinary shares in the
Company ("New Shares") to raise up to A$25 million (approximately
GBP14.8 million) (the "Placement"), it has decided to increase the
placement size to A$34 million (approximately GBP20 million).
The issue price under the Placement was set at A$1.80 per share,
a 10% discount to the last closing price of Medusa shares on ASX.
The Placement enjoyed strong demand from existing shareholders and
new investors and Medusa has received binding commitments from
investors to subscribe for A$34 million (approximately GBP20
million).
Settlement of the Placement is to occur in the following two
tranches:
1. Settlement of the the first tranche of 9,445,195 New Shares
("Tranche 1") is to occur on or about 07 November 2013, with the
New Shares to be issued under the existing authority granted by
shareholders at the Company's 2012 Annual General Meeting.
2. Settlement of the second tranche of 9,445,195 New Shares
("Tranche 2") is conditional on the approval by shareholders of the
proposed Resolution 4 (Disapplication of pre-emptive rights) at the
Company's 2013 Annual General Meeting to be held on 22 November
2013 ("Approval Resolution"), and subject to that Approval
Resolution being passed, settlement is to occur on or about 25
November 2013.
Application will be made to the ASX for the New Shares to be
granted official quotation on ASX immediately following their
issue. Application will also be made to the Financial Conduct
Authority ("FCA") for admission of the New Shares to the Standard
Listing Segment of the Official List of the UK Listing Authority
and to the London Stock Exchange for admission to trading on its
Main Market for Listed Securities (together "UK Admission").
Application for UK Admission will be made as soon as practicable
following issue of the New Shares. All New Shares will rank equally
with existing Medusa shares.
Approval Resolution proposed at 2013 Annual General Meeting
The Approval Resolution is proposed in the Company's notice of
meeting for its 2013 Annual General Meeting that was despatched by
the Company to shareholders on 18 October 2013. The Approval
Resolution seeks shareholder approval to renew the authority given
to the Directors to issue up to 9,445,195 shares and other equity
securties for cash without following the pre-emptive provisions in
Rule 2.1A of the Company's Constitution. Subject to specified
exceptions, Rule 2.1A provides that the Company must not issue
shares or other equity securties for cash to any person without
first offering them to existing shareholders in proportion to their
existing holdings or obtaining shareholder approval.
At the time of issue of that notice, the Placement had not been
contemplated and accordingly the Approval Resolution was proposed
simply to refresh the disapplication of pre-emptive rights in the
Company's constitution so that the Company would be authorised to
issue up to 9,445,195 New Shares (being 5% of the Company's current
issued share capital) in the period from the date of the 2013
Annual General Meting (being 22 November 2013) to the date of the
Company's next Annual General Meeting or 22 February 2015
(whichever was later).
It is now proposed that the Company issue the full number of
shares (being 9,445,195 New Shares) under Tranche 2 of the
Placement pursuant to the authority sought by the Approval
Resolution. Accordingly, if the Approval Resolution is passed, the
Company will issue 9,445,195 New Shares under Tranche 2 of the
Placement. Subject to limited exceptions, the Directors will not
have authority to issue further equity securities for cash without
first offering them to existing shareholders in proportion to their
existing holdings unless a further shareholder approval is sought
and obtained.
The Company's acknowledges its prior statement that the
Directors intended to follow the United Kingdom's Pre-Emption Group
guidelines regarding cumulative usage of the authority within a
rolling three-year period, namely that the issue of shares to
investors for cash other than to existing shareholders amounting to
in excess of 7.5% of the issued ordinary share capital of the
Company should not take place without prior consultation with
Shareholders.
However, given the unexpected issues the Company experienced
with the commissioning of the new Co-O Mill as a result of the
failure of the SAG Mill powercells, and the consequential reduction
in production for the December quarter, (as announced on 23 October
2013), the Company considered it prudent to undertake the Placement
in order to:
-- to pay down outstanding trade creditors to normal operating levels;
-- to partly pay down the Company's working capital facility with Philippine Banks; and
-- for working capital to maintain a prudent liquidity buffer
pending the commencement of production from the Company's new Co-O
Mill.
NOT AN OFFER
This announcement does not constitute an offer, and may not be
used in connection with an offer to sell or issue or the
solicitation of an offer to buy or subscribe for New Shares in any
JURSIDICTION.
NO PUBLIC OFFER OF SECURITIES IS BEING MADE IN ANY JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACEMENT.
NOTICE TO UK RESIDENTS
This announcement is not a prospectus for the purposes of the
Prospectus Rules published by the FCA and has not been, and will
not be, approved by, or filed with, the FCA. This Announcement
contains no offer to the public within the meaning of Section 102B
of the United Kingdom Financial Services and Markets Act 2000 (as
amended), the United Kingdom Companies Act 2006 or otherwise.
NOTICE TO US RESIDENTS
This document may not be released or distributed in the United
States. This document does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Any securities described in this document have not been, and will
not be, registered under the US Securities Act of 1933 and may not
be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements under
the US Securities Act and applicable US state securities laws.
For further information please contact:
Australia
Euroz Securities Limited
Robert Black +61 417 978 120
Peter Schwarzbach +61 431 311 690
Medusa Mining Limited +61 8 9367 0601
Peter Hepburn-Brown, Managing
Director
United Kingdom
SP Angel Corporate Finance
LLP (Financial Adviser & +44 (0)20 3463
Broker) 2260
Ewan Leggat/Laura Littley
This information is provided by RNS
The company news service from the London Stock Exchange
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