Placing and Open Offer

RNS Number : 7342U

Aminex PLC

30 June 2009

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus in connection with the Placing and Open Offer to be published in due course (the "Prospectus").  Copies of the Prospectus will, following publication, be available, inter alia, at www.aminex-plc.com.

30 June 2009

Aminex PLC ("Aminex" or the "Company")

Placing to raise US$11.45 million and proposed Open Offer to raise up to US$3 million 

Highlights

• Intention to place 116,330,998 new Ordinary Shares at Stg6p per share to raise Stg£6.98 million (approximately US$11.45 million) before expenses (the "Placing");

• Intention to conduct a non-underwritten Open Offer to qualifying shareholders of up to 30,266,841 Ordinary Shares on the basis of 1 new Ordinary Share for every 8 existing Ordinary Shares held on a record date (to be determined) at Stg6p per share to raise up to Stg£1.82 million (approximately US$3 million) before expenses (the "Open Offer");

• Proceeds of the intended Placing and Open Offer to fund Aminex's exploration and development programme;

• The Placing and the Open Offer are conditional, inter alia, upon shareholder approval to be sought at an extraordinary general meeting of the Company;

• 2007 warrants to be extended for 12 months to August 2010; and

• Appointment of Astaire Securities as the Company's London broker.

Proposed Placing and OPEN OFFER

The Board of Aminex is pleased to announce that Astaire Securities (as bookrunner) and Davy are arranging a Placing to raise gross proceeds of approximately Stg£6.98 million (approximately US$1.45 million) by way of a placing of 116,330,998 new Ordinary Shares of nominal value €0.06 each at a price of Stg6p each ("Placing Shares") with new and existing institutional investors. The Placing will represent approximately 47% of the existing issued share capital.

The Board also announces its intention to give Aminex shareholders an opportunity to participate in the fundraising by way of a 1 for 8 Open Offer of up to 30,266,841 new Ordinary Shares of nominal value €0.06 each at a price of Stg6p each ("Open Offer Shares") to raise up to an additional Stg£1.82m (approximately US$3million). Participants in the Placing will not have an entitlement to participate in the Open Offer in respect of their Placing Shares.  Shareholders will be able to apply under the Open Offer for shares in excess of their entitlements. To the extent that excess applications are received, such applications will be scaled back pro rata such that funds raised from the Open Offer will not exceed Stg£1.82 million.  Astaire Securities and Davy have reserved the right to place any unsubscribed Open Offer Shares for the benefit of the Company at the Placing Price of Stg6p, for a period of up to 7 days following the closing date of the Open Offer.

Relative to the closing market price per Ordinary Share on the London Stock Exchange on 29 June 2009 (the last business date prior to this announcement) of Stg8p, the issue price under the Placing and the Open Offer represents a discount of approximately 25%.

The net proceeds of the Placing of approximately Stg£6.2 million (after estimated expenses) are intended to be used, in conjunction with the Company's existing cash resources, to facilitate Aminex's exploration and development programme and to supplement working capital.  The proceeds will primarily be used for exploration and appraisal activity in East Africa and in particular to finance the Company's share of the Mikindani-1 well which is scheduled to be drilled on the Company's Ruvuma licence in the third quarter of 2009 in partnership with Tullow Oil plc. The ultimate cost of this well to Aminex may be less than budgeted as the Company is in the process of seeking farm-in partners.  Net proceeds of the Open Offer are intended to be used to advance the Company's exploration and development programme in the USA and East Africa.

The implementation of the Placing, which is not underwritten, is conditional, inter alia, on shareholder approval and on admission of the Placing Shares. The Open Offer, which is not underwritten, will be conditional, inter alia, on shareholder approval and upon the Placing having become unconditional in all respects.

PROSPECTUS, CIRCULAR AND GENERAL MEETING

An extraordinary general meeting will be held on 12 noon on 23 July 2009 at The Charlotte Street Hotel, Charlotte Street, London W1T 1RJ, United Kingdom (the "EGM"). The purpose of the EGM is to consider and, if thought fit, to pass the resolution necessary to authorise and carry out the Placing and Open Offer.

A circular containing a notice of extraordinary general meeting will be sent to Shareholders in due course.  Shareholders should read the full text of the resolution contained in the Notice of General Meeting in the Circular. 

In connection with the Placing and Open Offer, the Company will publish a Prospectus containing full details, including the terms and conditions, of the Placing and Open Offer which will be available to Shareholders on the Company's website (www.aminex-plc.com) and at its registered office.  It is anticipated that the Prospectus, subject to the approval of the Financial Regulator, will be published on or about 17 July 2009.   

Proposed extension of the 2007 Warrants exercise period

In conjunction with an equity placing and rights issue undertaken in May 2007, the Company granted warrants to investors on the basis of 1 warrant for every 2 Ordinary Shares subscribed for under the funding. Each warrant entitles the holder to subscribe for 1 Ordinary Share at a price of Stg 22p each. The warrants are exercisable at anytime up to 31 August 2009.

As of the date of this announcement, there were approximately 36 .4 million warrants in issue and in the event that all such warrants were exercised, approximately Stg£8 million would be paid to the Company which could be used to advance the Company's exploration and development programme. Taking into consideration the current market price of the Company's ordinary shares, the Directors believe that it is unlikely that these warrants will be exercised prior to their expiry on 31 August 2009 and the potential proceeds will be forgone. Consequently the Directors intend to extend the exercise period of the warrants by an additional 12 months. The Directors believe that this would be in the best interest of the Company and the shareholders as a whole. The extension of the exercise period requires the approval of a special resolution of the warrant holders which will be proposed in due course.

Brian Hall, Chairman commented:

"The oversubscribed placing being arranged by Astaire Securities and Davy will enable Aminex to move forward with its exploration and development programmes, commencing with the drilling of the first well in the Ruvuma Basin of Tanzania where a first well is scheduled to be spudded in the next three months. We are pleased to welcome Astaire Securities as our London broker which will be working alongside Davy, our existing Irish broker."

Further Information

The Placing, which is not underwritten, is being arranged by Astaire Securities and Davy. The Placing is conditional, inter alia, on (i) shareholder approval; (ii) the Placing Agreement becoming unconditional in all respects as regards the Placing; and (iii) admission of the Placing Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. The Placing is not conditional upon the Open Offer.  The Open Offer, which is not underwritten, is conditional, inter alia, upon shareholder approval and the Placing having become unconditional in all respects.  Further announcements will be made by Aminex, including an announcement detailing the expected timetable in connection with the Open Offer, in due course.

For further information:
Aminex
Brian Hall, Chairman	Tel: [phone]
Davy
Eugenée Mulhern / Brian Garrahy	Tel: [phone]
Astaire Securities
Jerry Keen / Shane Gallwey	Tel: + 44 (0) 20 7448 4492
Pelham Public Relations
Archie Berens	Tel: [phone]

J&E Davy (collectively ''Davy'') (each of which is regulated in Ireland by the Irish Financial Services Regulatory Authority) and Astaire Securities plc (''Astaire Securities") (which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the requirements of the Irish Stock Exchange and the UK Listing Authority and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Astaire Securities or Davy respectively nor for providing advice in connection with this announcement.

Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction where it would be unlawful to offer participation.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares to be issued or sold in connection with the Placing and/or Open Offer. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the Placing and Open Offer.

The offer of the Ordinary Shares in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of Ordinary Shares in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, the Placing and Open Offer will not be an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of Ordinary Shares in Aminex in the United States. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The distribution of this announcement may be restricted by law. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

 

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