Placing and Open Offer
Ormonde Mining PLC
19 April 2001
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
ORMONDE MINING PLC ('Ormonde' or 'the Company')
TO RAISE IR£400,000 BY WAY OF A PLACING OF 20,000,000 NEW ORDINARY SHARES AT
IR2P PER SHARE
SUBJECT TO OPEN OFFER CLAWBACK OF 5,489,730 NEW ORDINARY SHARES AT IR2P PER
SHARE ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY 8 EXISTING SHARES HELD
AND
PROPOSED APPOINTMENT OF MR. COLIN ANDREW AND MR. JOHN CARROLL AS
NON-EXECUTIVE DIRECTORS
INTRODUCTION
It was announced today that Ormonde proposes to raise IR£400,000, before
expenses, by way of a Placing of 20,000,000 New Ordinary Shares at IR2p per
share, subject to Open Offer clawback of 5,489,730 New Ordinary Shares at IR2p
per share. This fundraising will facilitate the readmission of the issued
shares in the Company ('the Existing Shares') to dealing on the Exploration
Securities Market of the Irish Stock Exchange. Readmission will be effective
as of the start of business on Friday, 20 April, 2001. In addition the funds
raised will be used to facilitate the strategic repositioning of the Company
referred to below, to effect a settlement with creditors of the Company and
for working capital purposes.
Ormonde is also pleased to announce today the proposed appointments of Mr
Colin Andrew and Mr John Carroll as non-executive Directors of the Company
('the Proposed Directors'), conditional on completion of the Placing and Open
Offer and on Shareholder approval at the forthcoming Extraordinary General
Meeting ('Completion'). On Completion, Mr Colin Andrew will assume the role
of Chairman vacated by Mr Michael Donoghue and Mr John Carroll will replace Mr
Hugh McCormack who is also resigning on Completion. The Directors believe
that these additions to the Board will benefit the Company in the
implementation of its revised strategy. The position of Managing Director will
remain vacant until new exploration interests have been identified.
BACKGROUND
Ormonde is an Irish based company which to-date has focused on the exploration
of gold properties in Tanzania and Ireland and whose current mineral interests
are comprised of two gold projects located in the Lake Victoria Goldfield of
northern Tanzania. Having conducted a critical review of its existing
portfolio, comprising the Siga Hills Project and the Mrangi Project, the Board
has concluded that diversification of the Company's interests would be of
strategic benefit. Accordingly the Company now proposes to refocus its mineral
exploration activities such that Tanzania will no longer remain a key area of
activity. In particular, it is intended that the Group will examine
opportunities in both base and precious metals in Europe and North Africa.
PLACING AND OPEN OFFER
Under a Placing and Open Offer Agreement, arrangements have been made for the
placement of 20,000,000 New Ordinary Shares at IR2p each, of which 5,489,730
New Ordinary Shares have been conditionally placed and are subject to clawback
under the terms of the Open Offer. Placing shares are being placed with both
new and existing shareholders. The Issue Price represents a premium of
approximately 21% to the last dealt price in the Existing Shares on 8
December, 2000 (being the latest date on which dealing in the Existing Shares
occurred prior to suspension). The Open Offer is fully underwritten pursuant
to the Placing and Open Offer Agreement.
The Placing is subject to the following conditions being satisfied on 12 May,
2001 or such later date as may be agreed, being not later than 31 May, 2001:
(i) the passing at an Extraordinary General Meeting convened for 11.05
a.m. on 12 May, 2001 of all the proposed Resolutions;
(ii) the Placing and Open Offer Agreement becoming unconditional and not
having been rescinded or terminated in accordance with its terms; and
(iii) the Irish Stock Exchange, subject to allotment, granting permission
to deal in the New Ordinary Shares on the Exploration Securities
Market.
The Open Offer is made by Ormonde to Qualifying Shareholders to subscribe (on
the terms and subject to the conditions set out in the ESM Particulars and in
the Open Offer Application Form) for up to a total of 5,489,730 New Ordinary
Shares at IR2p per share payable in full on application by no later than 3.00
p.m. on 12 May, 2001 on the basis of:
1 New Ordinary Share for every 8 Existing Shares
held at the close of business on 12 April, 2001 and so in proportion for any
lesser or greater number of Ordinary Shares. Fractions of New Ordinary Shares
will not be allotted and entitlements will be rounded down to the nearest
whole number of New Ordinary Shares. Open Offer Shares, representing
fractional entitlements will be aggregated and taken up under the Placing for
the benefit of the Company. Temporary documents of title will not be issued
and, pending the issue of definitive certificates, transfers will be certified
against the register. To the extent that Qualifying Shareholders do not apply
for their full entitlements, the balance of their entitlements will be placed
pursuant to the Placing and Open Offer Agreement.
Application has been made to the Irish Stock Exchange for permission for the
New Ordinary Shares to be dealt in on the Exploration Securities Market of the
Irish Stock Exchange. It is expected that dealings in the New Ordinary Shares
will commence on the Explorations Securities Market of the Irish Stock
Exchange on 15 May, 2001.
USE OF PROCEEDS
Ormonde expects to raise IR£360,000, after expenses, through the Placing and
Open Offer. The net proceeds are currently planned to be used to meet the
costs of the redirection and reorganisation of the Group. Approximately one
third of the funds raised will be dedicated to new business development
involving primarily the identification of potential investment opportunities
and performance of due diligence in relation thereto. This process will
involve the examination of opportunities in both base and precious metals in
Europe and North Africa and while no specific investment opportunities in
either jurisdiction have been identified as of the date hereof, the Proposed
Directors have commenced preliminary investigations. It is intended that this
process will be quickly accelerated on Completion, and the Proposed Directors
envisage considerable progress in the six to twelve months following
Completion. The balance of the funds, being approximately IR£240,000 will be
used to discharge certain outstanding liabilities, including a pre-arranged
partial cash settlement with internal and external creditors of approximately
IR£80,000 and for working capital purposes.
Agreements have also been reached with creditors of the Company whereby an
aggregate outstanding amount of approximately IR£134,171 will be converted
into 3,833,481 New Ordinary Shares to be issued, at IR3.5p per share, credited
as fully paid, conditional on the passing of the Resolutions.
INTERIM RESULTS AND ANNUAL REPORT
The Company's interim results, for the six months ended period 31 December,
2000, are also being released today and are reproduced in the ESM Particulars.
The Annual Report of the Company for the fiscal year ended 30 June, 2000 is
also being published today.
EXTRAORDINARY GENERAL MEETING
In order to facilitate the Placing and Open Offer, and the settlement with
creditors, a number of resolutions are being proposed at an Extraordinary
General Meeting convened for 11.05 a.m. on 12 May, 2001, or as soon as
practicable thereafter as the Annual General Meeting of the Company convened
for the same date, shall have concluded or been adjourned.
Resolution 1 is to increase the authorised share capital of the Company from
IR£5,000,000 to IR£5,600,000 by the creation of 30,000,000 new Ordinary Shares
of IR2p each.
Resolution 2 is to authorise the Directors' specifically and unconditionally,
to allot relevant securities pursuant to section 20 of the Companies
(Amendment) Act, 1983 up to an aggregate nominal amount equal to the
authorised but unissued share capital of the Company;
Resolution 3 is to dis-apply pre-emption rights conferred by Section 23(1) of
the Companies (Amendment) Act, 1983 in respect of a maximum of 10% of the
enlarged issued share capital of the Company following completion of the
Placing, and Open Offer and the settlement with creditors;
Resolution 4 is to sub-divide and convert each of the Existing Shares into one
New Ordinary Share of IR2p each and one Deferred Share of IR3p each;
Resolution 5 is to amend the Articles of Association of the Company;
Resolutions 6 and 7 are to approve the appointment of Mr. Colin Andrew and Mr.
John Carroll as Directors of the Company;
Resolution 8 is to propose consideration of whether any and if so what
measures should be taken to deal with the situation (the net assets of the
Company at book value have fallen below half of its called up share capital)
arising under Section 40(1) of the Companies (Amendment) At, 1983 and if
thought fit, that no such measures should be taken.
DOCUMENTS
ESM Particulars and Notice of the EGM, together with the Annual Report for the
fiscal year ended 30 June, 2000 and Notice of the AGM, the Forms of Proxy for
the EGM and the AGM, and the Open Offer Application Form are being posted to
Shareholders today. Copies of the ESM Particulars are available for collection
from the offices of O'Donnell Sweeney Solicitors, The Earlsfort Centre,
Earlsfort Terrace, Dublin 2 and from Davy Stockbrokers, Davy House, 49 Dawson
Street, Dublin 2.
It should be noted that Open Offer Application Forms are personal to
Shareholders and may not be transferred except to satisfy bona fide market
claims.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date
Record Date for the Open Offer close of business on 12 April, 2001
Date of despatch of the ESM Particulars,
Notice of EGM, Annual Report, Notice of AGM and the
Open Offer Application Forms 19 April, 2001
Readmission of the Existing Shares to trading on the ESM 20 April, 2001
Latest time and date for receipt of completed
Form of Proxy for Annual General Meeting 11.00 a.m. on 10 May, 2001
Latest time and date for receipt of completed Forms of
Proxy for Extraordinary General Meeting 11.05 a.m. on 10 May, 2001
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on 10 May, 2001
Time and date of Annual General Meeting 11.00 a.m. on 12 May, 2001
Time and date of Extraordinary General Meeting 11.05 a.m.* on 12 May, 2001
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer 3.00 p.m. on 12 May, 2001
The New Ordinary Shares expected to be allotted 14 May, 2001
Dealings expected to commence in the New Ordinary Shares 15 May, 2001
CREST accounts expected to be credited in respect
of the New Ordinary Shares on 15 May, 2001
but in any event not later than 18 May, 2001
Definitive share certificates in respect of the New Ordinary Shares
will be despatched not later than 18 May, 2001
* or as soon as possible thereafter as the Annual General Meeting shall have
concluded or been adjourned:
For further information please contact:
Michael Donoghue 00-353-56-28351
Chairman, Ormonde Mining plc
Colin Andrew 00-353-46-21600
Proposed Director, Ormonde Mining plc
Eugenee Mulhern 00-353-1-6796363
Davy Corporate Finance Limited
Davy Corporate Finance are acting exclusively as financial advisers to Ormonde
in relation to the Placing and Open Offer and are not acting for any other
person and will not be responsible to anyone other than Ormonde for providing
the protections afforded to customers of Davy Corporate Finance nor for
providing advice in relation to the Placing and Open Offer.
This document does not constitute, or form part of, any offer of, or
application of an offer for, securities. Any acquisition of, or application
for, Ordinary Shares in the proposed Placing and Open Offer should be made
only on the basis of the information contained in the ESM Particulars to be
issued in connection with the Placing and Open Offer.