Proposed subscription to raise £1.76 million

RNS Number : 4687S

Reabold Resources PLC

02 October 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

For immediate release

2 October 2017

Reabold Resources plc ("Reabold" or the "Company")

Proposed subscription to raise a total of £1.76 million

Directors' Dealings

Total voting rights

Reabold, the AIM listed investment company operating in the natural resources sector, is pleased to announce a proposed subscriptionof a total of 352,000,000 new ordinary shares of 0.1 pence each (the "Ordinary Shares") in the capital of the Company (the "SubscriptionShares") at a price of 0.5 pence per Subscription Share (the "Subscription Price").  The proposed subscription will raise, in aggregate, £1.76 million (before expenses) (the "Subscription").  The Subscription has been arranged by the Company and Turner Pope Investments (TPI) Limited as its agent, and the proceeds will allow the Company to pursue further investment opportunities in accordance with its investing policy.

The placing and issue of shares announced on 20 September 2017 (the "Placing") utilised nearly all of the Directors' current authorities to issue new ordinary shares free of pre-emption rights.  Accordingly, on 22 September 2017 the Company announced that it was posting a notice to shareholders of the Company ("Shareholders") convening a general meeting (the "GM") on 12 October 2017 to consider increasing the authority of the Directors.  The Subscription, therefore, is conditional on Shareholder approval being given at the GM.

Saltwind Enterprises Limited ("Saltwind"), a company of which Jeremy Edelman, Director, is a director and shareholder, and which owns 11.3% of the Company's issued share capital has subscribed £50,000 for 10,000,000 new Ordinary Shares under the Subscription.  Accordingly, this subscription is a related party transaction under the AIM Rules. Anthony Samaha, the Director independent of the transaction, considers, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable so far as Shareholders are concerned.

Subsequent to the issue of the Subscription Shares, Saltwind will be interested in 144,000,000 Ordinary Shares or 9.3% of the Company's issued share capital and Saltwind and Jeremy Edelman together, will be interested in 169,000,000 Ordinary Shares or 11.0% of the Company's enlarged issued share capital.

Market Abuse Regulation

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market Soundings, as defined in MAR, were taken in respect of the proposed Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to the Company and its securities.

Enquiries:

Reabold Resources plc Jeremy Edelman Anthony Samaha	[phone]
Beaumont Cornish Limited - Nominated Adviser and Joint Broker Roland Cornish Felicity Geidt	[phone]
Whitman Howard Limited - Joint Broker Nick Lovering Grant Barker	[phone]
Turner Pope Investments (TPI) Ltd - Joint Broker Andy Thacker	[phone]

Details of the Subscription

The Subscription Shares, when issued, will represent approximately 22.85 per cent. of the Company's enlarged issued share capital following completion of the Subscription.  The Subscription Price of 0.5 pence per share represents a discount of approximately 44.44  per cent. to the closing mid-market price of 0.90 pence per Ordinary Share on 29 September 2017, being the latest practicable date prior to the publication of this Announcement.

Further to Shareholder approval, the Subscription Shares, when issued, will be fully paid and 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 after the date of issue.

Application has been made for the Subscription Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission"), and Admission is expected to take place on or around 13 October 2017.

Settlement for the Subscription Shares, and Admission is expected to take place on or before 8.00 a.m. on 13 October 2017.  The Subscription is conditional upon, among other things, Shareholder approval,  Admission becoming effective and any agreements not being terminated in accordance with their terms.

Total Voting Rights

Following completion of the Subscription, the number of shares in issue will be 1,540,415,896.  

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail in respect of the PDMR subscribing for Placing Shares as described above. 

Jeremy Edelman

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Jeremy Edelman
2	Reason for notification
a)	Position / status	Chairman
b)	Initial notification /Amendment	Initial
3	Details of the issuer,  emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Reabold Resources plc
b)	LEI	2138006DR8T8XE87OC49
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of  the financial instrument, type of instrument Identification code	Ordinary shares of 0.1 pence each in Reabold Resources plc ISIN GB00B95L0551
	Nature of the transaction	Subscription of new ordinary shares as described above
c)	Price(s) and volumes(s)	Price(s) Volumes(s) 0.5 pence 10,000,000
d)	Aggregated information	n/a
e)	Date of the transaction	2 October 2017
f)	Place of the transaction	London Stock Exchange, AIM (XLON)

 

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