TIDMTXR
RNS Number : 6851B
Titanium Resources Group Ltd
23 February 2011
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor any part of it constitutes an
offer to sell or issue or the solicitation of an offer to buy,
subscribe or acquire any new ordinary shares in any jurisdiction in
which any such offer or solicitation would be unlawful.
Titanium Resources Group Ltd.
(changing its name to Sierra Rutile Limited)
Placing and Issue of Equity
Placing to raise approximately GBP11.4 million
23 February 2011: Titanium Resources Group Ltd. ("TRG" or the
"Company") is pleased to announce a cash placing by Mirabaud
Securities LLP ("Mirabaud"), of 113,660,925 new ordinary shares
(the "Placing Shares") at a price of 10 pence per share to raise
(before expenses) approximately GBP11.4 million (US$18.3 million,
EUR13.4 million) from investors (the "Placing" as further defined
in Appendix II).
Approximately EUR13 million from the proceeds of the Placing
will be used by the Company to fund the repayment, by its
subsidiary undertaking, Sierra Rutile Limited ("SRL"), of a portion
of the principal and interest outstanding pursuant to the loan to
SRL from the Government of Sierra Leone. The repayment will cut the
Group's (as defined in Appendix II) overall debt at the date of
this Announcement by approximately 36% and significantly reduce
ongoing interest and principal repayments due. As a result of this,
the Company expects to benefit from increased free cashflows from
its operations which would put it in an improved position to invest
in and develop its business.
John Sisay, the Company's Chief Executive Officer,
commented:
"The funds raised in this Placing will enable us to repay a
significant portion of our debts, providing us with improved
financial flexibility. The repayment will also further strengthen
our relationship with the Government of Sierra Leone."
"The market for our products remains strong and I am confident
in the long-term prospects of the Company. Our focus now is on
achieving a significant improvement in operating reliability whilst
we assess the optimal strategy for boosting production."
Details of the Placing
The Placing Shares have been conditionally placed with
institutional investors by Mirabaud which is acting as broker to
the Placing. The Placing Shares will rank pari passu in all
respects with the Company's existing ordinary shares in issue
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue of the
Placing Shares. The Placing Shares will represent approximately
22.75 per cent. of the Company's enlarged issued share capital.
Following Admission (as defined below), the Company will have
499,525,000 ordinary shares in issue.
The Company will apply for admission of the Placing Shares on
the AIM market of the London Stock Exchange plc ("AIM")
("Admission"). It is expected that, conditional on, inter alia,
Admission becoming effective, and on the placing agreement entered
into today between the Company and Mirabaud (the "Placing
Agreement") otherwise becoming wholly unconditional and not being
terminated in accordance with its terms, trading in the Placing
Shares will commence on or around 1 March 2011. The Placing is
being made on a non-pre-emptive basis.
Appendix I to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Appointment of Broker
The Company also announces that it has appointed Mirabaud as a
joint broker. Mirabaud will operate alongside the Company's
existing broker and nominated adviser, Arbuthnot Securities
Limited, with immediate effect.
Related Party Transaction
Pala Investments Holdings Limited AG ("Pala") and M&G
Securities Limited ("M&G") have agreed to participate in the
Placing. Under the AIM Rules, Pala and M&G are "substantial
shareholders" in the Company and therefore each is deemed a related
party for the purpose of the Placing.
Pala and M&G hold the following number (and percentage) of
the current issued ordinary shares of the Company and have agreed
to subscribe for the following number of Placing Shares, which
following completion of the Placing, will result in their
respective holdings of ordinary shares in the enlarged issued share
capital of the Company to be as follows:
% holding % holding
of Shares Number of of share capital
Number of shares currently Placing Shares as enlarged
Name currently held in issue to be subscribed by the Placing
Pala 147,191,353 38.15 % 43,356,991 38.15 %
M&G 61,500,000 15.94 % 37,900,000 19.90%
Where a company whose shares are quoted on AIM enters into a
related party transaction, the AIM Rules require the independent
directors of the company to confirm that they consider, having
consulted with the company's nominated advisor, that the terms of
the transaction are fair and reasonable insofar as the company's
Shareholders are concerned.
For the purposes of the Placing, John Bonoh Sisay, Alex Kamara,
Michael Brown, Francois Colette and Charles Entrekin are considered
to be independent directors (as Jan Castro and Michael Barton are
associated with Pala). Accordingly, the independent directors of
the Company consider, having consulted with Arbuthnot Securities
Limited, the Company's nominated adviser, that the terms of the
subscriptions by Pala and M&G are fair and reasonable, insofar
as the Shareholders are concerned.
Background to, and reasons for the Placing
It is intended that the proceeds of the Placing, less applicable
broker fees and other expenses, will be utilised to fund SRL to
enable it to make part-payment of the loan outstanding to the
Government of the Republic of Sierra Leone.
Prior to admission to AIM on 25 August 2005, and in order to
fund the restart of SRL, the Company agreed a Euro denominated loan
from the Government of Sierra Leone under a programme funded by the
European Commission. The Board believes that it is now appropriate
to repay a proportion of the principal and accrued interest of the
loan in order to improve the financial position of the Group.
A reduction in the Group's outstanding debt in this way
would:
-- reduce the Group's total outstanding debt from EUR36.5
million (US$49.8 million) to EUR23.5 million (US$32.1 million),
approximately a 36% reduction;
-- significantly reduce future principal and interest payments
by SRL to the Government of Sierra Leone; and, as a result
-- free-up substantial cashflows of approximately EUR14.7
million (US$20.1 million) through to June 2013 which could be
reinvested in the business to improve production efficiency or
volumes.
Furthermore, the Company is currently in negotiations with the
Government of Sierra Leone in regards to the sequencing of future
repayments of principal due under the loan. Should these
negotiations be successful, the Company would not be required to
make any further repayments of the principal until 2013. A further
announcement will be made in due course.
ENDS
For further information:
Titanium Resources Group
John Sisay, Chief Executive Officer
Telephone: +44 (0) 20 7321 0000
Mirabaud Securities LLP
Joint broker
Peter Krens
Telephone: +44 (0) 20 7321 2508
Arbuthnot Securities
Nominated Advisor & Broker
Hugh Field / Richard Johnson
Telephone: +44 (0) 20 7012 2000
Aura Financial
Andy Mills / Harry Cameron
Telephone: +44 (0) 20 7321 0000
IMPORTANT NOTICE
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Mirabaud Securities LLP or Arbuthnot Securities Limited, or by any
of their respective affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Mirabaud Securities LLP, which is authorised and regulated in
the United Kingdom by the Financial Services Authority ("FSA") is
acting for the Company in connection with the Placing and no-one
else and Mirabaud Securities LLP will not be responsible to anyone
other than the Company for providing the protections afforded to
the clients of Mirabaud Securities LLP or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
This Announcement is for information purposes only and shall not
constitute an offer to sell, issue or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities nor shall there be any sale of, the securities referred
to herein in any jurisdiction in which such offer, solicitation or
sale would require preparation of any prospectus or other offer
documentation, or be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.
This Announcement, including the Appendices, is not for
distribution directly or indirectly in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia), Canada, Australia, South
Africa or Japan or any jurisdiction into which the same would be
unlawful. This Announcement does not constitute or form part of an
offer or solicitation to purchase or subscribe for shares in the
capital of the Company in the United States, Canada, Australia,
South Africa or Japan or any jurisdiction in which such an offer or
solicitation is unlawful. In particular, the Placing Shares
referred to in this Announcement have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or under the securities legislation
of any state of the United States, and may not be offered or sold
in the United States absent registration or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act. The Placing
Shares referred to in this Announcement are being offered and sold
only outside the United States in accordance with Regulation S
under the Securities Act. No public offering of securities of the
Company will be made in connection with the Placing in the United
Kingdom, the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus or admission document has been
lodged with, or registered by, the Australian Securities and
Investments Commission, the South African Financial Services Board
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, South Africa or Japan. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States,
Canada, Australia, South Africa or Japan or any other jurisdiction
outside the United Kingdom.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company and the Group's results
of operations, financial position, liquidity, prospects, growth,
strategies and expectations.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements are not guarantees of future performance
and the development of the markets and the industry in which the
Company and the Group operates, may differ materially from those
described in, or suggested by, the forward-looking statements
contained in this Announcement. In addition, even if the
development of the markets and the industry in which the Company
and the Group operates are consistent with the forward-looking
statements contained in this Announcement, those developments may
not be indicative of developments in subsequent periods. A number
of factors could cause developments to differ materially from those
expressed or implied by the forward-looking statements including,
without limitation, general economic and business conditions,
industry trends, competition, changes in regulation or government,
changes in its business strategy, political and economic
uncertainty and other factors.
Any forward-looking statements in this Announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company and the
Group's operations and growth strategy. Investors should
specifically consider the factors which could cause results to
differ before making an investment decision. Subject to the
requirements of the AIM Rules for Companies or applicable law, the
Company undertakes no obligation publicly to release the result of
any revisions of any forward-looking statements in this
Announcement that may occur due to any change in the Company's
expectations or to reflect events or circumstances after the date
of this Announcement.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS
AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I)
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN
ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS (ALL SUCH PERSONS WITHIN BOTH (A) AND (B) ABOVE
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND
CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS
ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Persons (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been
given ("Placees") will be deemed to have read and understood this
Announcement, including the Appendices, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements, and undertakings
contained in the Appendices. In particular, each such Placee
represents, warrants and acknowledges that it is: (i) a Relevant
Person (as defined above) and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; (ii) not within the United
States; (iii) not within Australia, Canada, South Africa, Japan or
any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares; and (iv) not acquiring the
Placing Shares for the account of any person who is located in the
United States, unless the instruction to acquire was received from
a person outside the United States and the person giving such
instruction has confirmed that it has the authority to give such
instruction, and that either (a) it has investment discretion over
such account or (b) it is an investment manager or investment
company and, in the case of each of (a) and (b), that it is
acquiring the Placing Shares in an "offshore transaction" (within
the meaning of Regulation S under the Securities Act; and (v) it is
not acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any such Placing Shares into the United States or any other
jurisdiction referred to in (iii) above.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendices or this Announcement should seek appropriate
advice before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares offered should conduct
their own due diligence on the Placing Shares. If you do not
understand the contents of this Announcement you should consult an
authorised financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange. Neither the content
of the Company's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
Announcement.
Appendix I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES
Details of the Placing
Mirabaud and the Company have today entered into the Placing
Agreement under which, subject to the conditions set out in that
agreement, Mirabaud has agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price
with certain institutional and other investors.
The Placing Shares will 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 on or in
respect of such ordinary shares after the date of issue of the
Placing Shares.
Application to AIM and admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that Admission will become effective on or around 1 March 2011.
Participation in, and principal terms of, the Placing
1. Mirabaud is arranging the Placing as agent for and on behalf
of the Company. The Company will determine in its absolute
discretion, in consultation with Mirabaud, the extent of each
Placee's participation in the Placing, which will not necessarily
be the same for each Placee.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Mirabaud.
3. Each Placee will be required to pay to Mirabaud, on the
Company's behalf, the Placing Price for each Placing Share agreed
to be acquired by it under the Placing in accordance with the terms
set out herein. Each Placee's obligation to acquire and pay for
Placing Shares under the Placing will be owed to Mirabaud and the
Company.
4. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to the Company and Mirabaud as agent of
the Company, to pay to Mirabaud (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to subscribe and
the Company has agreed to allot and issue to that Placee.
5. Each Placee will be deemed:
(a) to have read and understood the Appendices in their
entirety;
(b) to be participating in the Placing upon the terms and
conditions contained in the Appendices; and
(c) to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in the
Appendices.
6. To the fullest extent permitted by law and applicable FSA
Rules, neither (i) Mirabaud, (ii) any of its partners, directors,
officers, employees or consultants, or (iii) to the extent not
contained within (i) or (ii), any person connected with Mirabaud as
defined in the FSA Rules ((i), (ii) and (iii) being together
"affiliates" and individually an "affiliate"), shall have any
liability to Placees or to any person other than the Company in
respect of the Placing.
Conditions of the Placing
1. The obligations of Mirabaud under the Placing Agreement are
conditional on, amongst other things:
(a) the fulfilment by the Company of its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the warranties given by the Company in the Placing Agreement
remaining true, accurate and not misleading in all material
respects; and
(c) Admission having occurred not later than 8.00 a.m. on 1
March 2011 or such later date as the Company and Mirabaud may
agree, but in any event not later than 8.00 a.m. on 15 March
2011.
2. If any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Mirabaud, by the respective time or date where specified, the
Placing will not proceed and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
3. Mirabaud may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with certain of the
Company's obligations in relation to the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees'
commitments.
4. None of Mirabaud, the Company or any other person shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Mirabaud.
Termination of the Placing Agreement
1. Mirabaud is entitled, at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Mirabaud that any statement
contained in this Announcement was untrue or misleading at the date
hereof in any material respect; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any material
respect; or
(d) if prior to Admission there happens, develops or comes into
effect: (i) an event which in the reasonable opinion of Mirabaud is
material and adverse and which would prevent Admission; or (ii) any
international crisis, act of terrorism, outbreak of hostilities,
change in national or international financial, monetary, economic,
political or market conditions including fluctuations in exchange
rates which Mirabaud in its absolute discretion believes is, will
be or may be materially prejudicial to the Company or the
successful outcome of the Placing.
2. Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
3. By participating in the Placing, Placees agree that the
exercise by Mirabaud of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud and that they need not make any reference to
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise or failure so to exercise.
No prospectus
1. No offering document, prospectus or admission document has
been or will be submitted to be approved by the FSA or submitted to
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
2. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including the
Appendices) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or Mirabaud or any other person and none of
Mirabaud or the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
1. Settlement of transactions in the Placing Shares through
depositary interests following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. The Company reserves the
right to require settlement for and delivery of the Placing Shares
(or a portion thereof) to Placees in certificated form if, in
Mirabaud's opinion, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
2. Participation in the Placing is only available to persons who
are invited to participate in it by Mirabaud.
3. A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Mirabaud. Such
agreement will constitute a legally binding commitment on such
Placee's part to acquire that number of Placing Shares at the
Placing Price on the terms and conditions set out or referred to in
the Appendices and subject to the Company's Memorandum and Articles
of Association.
4. After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares allocated to it at the Placing Price
and settlement instructions.
5. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Mirabaud. Settlement should be through Mirabaud
against CREST ID: 834, account designation: CLEARING. For the
avoidance of doubt, Placing allocations will be booked with a trade
date of 1 March 2011 and settlement date of 1 March 2011, the date
of Admission.
6. The Company will deliver depositary interests in respect of
the Placing Shares to the CREST accounts operated by Mirabaud as
agents for the Company and Mirabaud will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
depositary interests in respect of the relevant Placing Shares to
that Placee against payment.
7. It is expected that settlement will take place on 1 March
2011, being the day of Admission, on a delivery versus payment
basis.
8. Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Mirabaud.
9. Each Placee is deemed to agree that, if it does not comply
with these obligations, the Company may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
10. If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) the following.
It:
1. has read this Announcement, including the Appendices, in its
entirety;
2. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
3. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
4. acknowledges that none of Mirabaud or the Company or any of
their respective affiliates or any person acting on behalf of any
of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person
other than this Announcement; nor has it requested Mirabaud, any of
its affiliates or any person acting on behalf of any of them to
provide it with any such information;
5. acknowledges that (i) it and, if different, the beneficial
owner of the Placing Shares is not, and at the time the Placing
Shares are acquired will not be located in or residents of a
Restricted Jurisdiction, and (ii) the Placing Shares have not been
and will not be registered under the securities legislation of the
United States, Canada, the Republic of South Africa, Australia or
Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or
indirectly, in or into those jurisdictions;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Mirabaud nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by either of Mirabaud or the Company
and neither Mirabaud nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
7. acknowledges that neither Mirabaud nor any person acting on
behalf of it nor any of its affiliates has or shall have any
liability for any publicly available or filed information, or any
representation relating to the Company provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp
duty or stamp duty reserve tax under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services);
9. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2007 (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
10. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC (the "Prospectus Directive")
(including any relevant implementing measure in any member state),
represents and warrants that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the European Economic
Area which has implemented the Prospectus Directive other than to
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive, or in circumstances in which the prior
consent of Mirabaud has been given to the proposed offer or
resale;
11. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
("FSMA");
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
13. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
14. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
15. (a) represents and warrants that it is a person falling
within Article 19(5) and/or Article 49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or is a person to whom this Announcement may otherwise be
lawfully communicated; and (b) acknowledges that any offer of
Placing Shares may only be directed at persons in member states of
the European Economic Area who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive and
represents and agrees that it is such a qualified investor;
16. represents and warrants that it is entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which
apply to it, and that its subscription of the Placing Shares will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
17. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Mirabaud may in its discretion
determine and without liability to such Placee;
18. acknowledges that neither Mirabaud, nor any of its
affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, nor advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of Mirabaud for
the purposes of the Placing and that Mirabaud has no duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
19. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Mirabaud nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Mirabaud in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
accounts of Mirabaud who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
20. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by Mirabaud in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
21. acknowledges that Mirabaud and its affiliates will rely upon
the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises Mirabaud to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
22. agrees to indemnify and hold the Company and Mirabaud and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement (including the Appendices) and
further agrees that the provisions of this Announcement (including
the Appendices) shall survive after completion of the Placing;
23. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
24. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
note will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company as well as Mirabaud. The agreement to settle
a Placee's subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and
neither the Company nor Mirabaud shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Mirabaud
accordingly;
25. understands that no action has been or will be taken by any
of the Company, Mirabaud or any person acting on behalf of the
Company or Mirabaud that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
26. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
27. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription for the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Mirabaud;
28. understands and agrees that it may not rely on any
investigation that Mirabaud or any person acting on its behalf may
or may not have conducted with respect to the Company, its Group,
or the Placing and Mirabaud has not made any representation to it,
express or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, its Group, or as to any
other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Mirabaud or the Company for the purposes of this
Placing; and
29. accordingly it acknowledges and agrees that it will not hold
Mirabaud or any of its affiliates or any person acting on its
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Group or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Group or otherwise (the "Information") and that
neither Mirabaud nor any person acting on behalf of Mirabaud makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information.
By participating in the Placing, each Placee (and any person
acting on a Placee's behalf) subscribing for Placing Shares
acknowledges that: (i) the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act; and (ii) the offer and sale of
the Placing Shares to it has been made outside of the United States
in an "offshore transaction" (as such term is defined in Regulation
S under the Securities Act) and it is outside of the United States
during any offer or sale of Placing Shares to it.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Mirabaud or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud, any money held in an account with Mirabaud
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FSA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Mirabaud's money in accordance with the
client money rules and will be used by Mirabaud in the course of
its own business; and the Placee will rank only as a general
creditor of Mirabaud.
All times and dates in this Announcement may be subject to
amendment. Mirabaud shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Appendix II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares to
trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
"AIM Rules" the AIM Rules for Companies as published
by the London Stock Exchange from
time to time
"AIM" the market of that name operated by
the London Stock Exchange
"Announcement" this announcement (including the Appendices)
"Appendices" the appendices to this Announcement
"Company" or "TRG" Titanium Resources Group Ltd. (changing
its name to Sierra Rutile Limited)
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations
2001) for the paperless settlement
of trades and the holding of uncertificated
securities operated by Euroclear UK
& Ireland Limited
"Directors" or "Board" the directors of the Company, or any
duly authorised committee thereof
"FSA" the Financial Services Authority in
its capacity as the competent authority
for the purposes of Part VI of FSMA
"FSA Rules" the rules issued by the FSA from time
to time
"FSMA" the Financial Services and Markets
Act of 2000 (as amended)
"Group" the Company, its subsidiaries and
its subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc
"Mirabaud" Mirabaud Securities LLP, the Company's
Joint Broker
"Placee" any person by whom or on whose behalf
a commitment to subscribe for Placing
Shares has been given
"Placing" the placing of the Placing Shares
at the Placing Price by Mirabaud as
agent for and on behalf of the Company
pursuant to the terms of the Placing
Agreement
"Placing Agreement" the agreement dated 23 February 2011
between (i) the Company and (ii) Mirabaud
relating to the Placing, further details
of which are set out in this Announcement
"Placing Price" 10 pence per Placing Share
"Placing Shares" the 113,660,925 new ordinary shares
to be issued in connection with the
Placing
"Regulation S" Regulation S made under the Securities
Act
"Restricted Jurisdiction" the United States, Canada, the Republic
of South Africa, Australia or Japan
"Securities Act" the United States Securities Act of
1933, as amended
"Shareholders" holders of ordinary shares
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEDKBDNNBKBABB
Titanium Resources (LSE:TXR)
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から 5 2024 まで 6 2024
Titanium Resources (LSE:TXR)
過去 株価チャート
から 6 2023 まで 6 2024