TIDMKZG
RNS Number : 1562K
Kazera Global PLC
27 August 2019
Kazera Global PLC
27 August 2019
Kazera Global plc
Conditional Placing
Proposed Share Reorganisation
Appointment of Joint Broker
Kazera Global plc ("Kazera Global", "Kazera" or the "Company"),
the AIM quoted investment company which, through its stake in
African Tantalum (Pty) Limited ("Aftan"), has an interest in the
Namibia Tantalite Investment Mine ("NTI" or the "Mine") in Namibia
is pleased to announce that it has conditionally raised a total of
GBP400,000 (before expenses) via a proposed placing by Peterhouse
Capital Limited ("Peterhouse") of a total of 66,666,667 new
ordinary shares in the Company (the "Placing Shares") at a price of
0.6 pence per Placing Share (the "Placing Price) (the "Placing")
and a further 3,000,000 new ordinary shares issued in lieu of fees
to Peterhouse at the Placing Price (the "Fee Shares") (together the
"Placing Shares" and the "Fee Shares" are the "New Ordinary
Shares") (together the "Fundraise").
The Fundraise is subject to, inter alia, the approval of
shareholders at a general meeting of the Company, further details
of which will be published and sent to shareholders in due
course.
Fundraise Highlights:
-- The Company has conditionally raised GBP400,000 (before
expenses) through the issue of the 66,666,667 Placing Shares
-- The Fundraise is subject to, inter alia, shareholder approval
at a general meeting of the Company scheduled to be held on or
around 20 September 2019 (the "General Meeting"). If approved, the
New Ordinary Shares are expected to be admitted to trading on AIM
on or around 23 September 2019
-- The Placing Price represents a discount of approximately 17%
to the closing mid-market price of 0.72 pence per Ordinary Share on
23 August 2019
-- The net proceeds of the Placing will be used:
o To complete further drilling over the Purple Haze, White City
and Signaalberg acreage with the ultimate aim of reporting a more
comprehensive JORC Compliant Mineral Resource which will provide
the platform required to engage in discussions with potential
interested parties for the next stage of project funding required
and;
-- for general working capital
-- The Placing Shares will represent approximately 18.7% of the
issued share capital of the Company as enlarged by the
Fundraise
Further to recent announcements, the Board of Kazera has
continued to focus on the phased exploration drilling programme to
delineate further Mineral Resources across the NTI property. As a
result, this will require the Company to raise additional
equity.
To address this, Kazera announces that the Company's newly
appointed joint broker, Peterhouse Capital Limited, has today
conditionally raised gross proceeds of GBP400,000 via the placing
of 66,666,667 Placing Shares with new and existing investors, at a
price of 0.6 pence per Placing Share (the "Placing Price"). The
Placing is conditional, inter alia, on the approval of the
resolutions effecting a proposed subdivision by the Company's
shareholders at a General Meeting.
Once issued, the New Ordinary Shares will rank pari passu with
the Company's existing ordinary shares. Application will be made
for the New Ordinary Shares to be admitted to trading on AIM
("Admission") and a further announcement will be made in due course
to confirm the date on which this is expected to become
effective.
The proceeds of the Placing will be used to provide additional
working capital for the Company and in particular, to complete
Phase 1 drilling and begin the Phase 2 exploration step-out
drilling which we expect to identify further Mineral Resources, and
to allow the Board the ability to evaluate additional acquisition
and investment opportunities to enhance the long-term value of the
Company for shareholders.
The Board is acutely aware that the Placing is dilutive for the
existing shareholders and has considered whether any pre-emptive
offering might be possible. On this occasion the Fundraise has been
conducted with the intention of minimising the associated costs,
both direct and in terms of limited management time, and therefore
the Board has reluctantly concluded that it was neither practicable
nor cost effective to make an offer for subscription to the
shareholders at this time.
Proposed Subdivision of ordinary shares and General Meeting
The Placing Price is less than the current nominal value of 1
pence per share of the Company's existing ordinary shares. The UK
Companies Act 2006 (as amended) prohibits the Company from issuing
ordinary shares at a price below the nominal value. Accordingly, it
will be necessary for the Company to carry out a subdivision of the
existing ordinary shares whereby each existing ordinary share will
be subdivided into one new ordinary share of 0.1 pence (the "New
Ordinary Shares") and one deferred share of 0.9 pence (the
"Subdivision") to enable the Placing to become unconditional. The
New Ordinary Shares will continue to carry the same rights as
attached to the existing ordinary shares, save for the reduction in
nominal value.
The Company will shortly be posting details of a General Meeting
to its shareholders at which shareholders will be asked to approve
the Subdivision. The Placing is conditional on the approval of the
resolutions effecting the Subdivision by the Company's shareholders
at the General Meeting.
Appointment of Joint Broker
The Board further announces the appointment of Peterhouse
Capital Limited as joint broker to the Company with immediate
effect. In addition, as part of the commission arrangements for
acting as joint broker to the Placing, Peterhouse Capital Limited
will be issued with 3,333,333 broker warrants, exercisable at the
Placing Price for a period of 36 months from the date of
Admission.
Settlement and dealings
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM in due course. Dealings in the New
Ordinary Shares on AIM are expected to commence at 8:00am on or
around 23 September 2019 and the Company will make a further
announcement in due course.
**ENDS**
Kazera Global plc (c/o Camarco) Tel: +44 (0)203
757 4980
Larry Johnson (CEO)
finnCap (Nominated Adviser and Tel: +44 (0)207
Joint broker) 220 0500
Scott Mathieson / Anthony Adams
(corporate finance)
Shore Capital (Joint broker) Tel: +44 (0)207
Jerry Keen (corporate broking) 408 4090
Peterhouse Corporate Finance Limited
Duncan Vasey / Lucy Williams Tel:+44 (0) 207
220 9797
Camarco (PR) Tel: +44 (0)203
Gordon Poole / James Crothers 781 8331
/ Monique Perks
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCKMGZRMVFGLZZ
(END) Dow Jones Newswires
August 27, 2019 02:02 ET (06:02 GMT)
Kazera Global (LSE:KZG)
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