Results of Equity Placing

RNS Number : 8390A

Shanta Gold Limited

04 April 2012

 



RESULTS OF EQUITY PLACING

4 April 2012

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER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 PUBLICATION, RELEASE 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 or any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa.

SHANTA GOLD LIMITED
(incorporated and registered in the Island of Guernsey under number 43133)
("Shanta Gold" or the "Company")

Results of Equity Placing

Further to the announcement earlier today, Shanta Gold is pleased to announce that 47,258,980 new ordinary shares ("Ordinary Shares") in the Company (the "Placing Shares") have been successfully placed by Liberum Capital Limited ("Liberum Capital") with institutional and other investors.

The placing price has been set at 20 pence per share. The placing price is equivalent to a 15.3% discount to the closing mid-market price on the AIM market of the London Stock Exchange plc ("AIM") on 3 April 2012. Accordingly, the Equity Placing will raise gross proceeds of approximately £9.5 million (approximately US$15.0 million). The Placing Shares represent approximately 17.4% of Shanta Gold's issued share capital prior to the Equity Placing.

The Placing Shares are to be issued by the Company further to the directors' authority to allot Ordinary Shares for cash on a non-pre-emptive basis. In addition, Liberum Capital continues to run a bookbuild process to place up to US$25 million senior unsecured subordinated convertible loan notes due 2017 of the Company (the "Notes") which is expected to close tomorrow (the "Notes Placing).

The Company will be applying for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that admission to trading or quotation and listing of the Placing Shares on AIM will take place on or around 11 April 2012. Following Admission there will be 318,819,526 Ordinary Shares in issue.

 The Placing Shares will, when issued, be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission in respect of the Ordinary Shares then in issue and will otherwise rank on Admission pari passu in all respects with the existing ordinary shares of the Company.

The Equity Placing is conditional, among other things, upon Admission becoming effective.

Walton Imrie, Executive Chairman of Shanta Gold, said: "Though the financing has been completed in difficult circumstances we are pleased to have been able to deliver it in such a way that limits dilution for all shareholders. Moreover we are delighted we had a well oversubscribed placing with a strong take-up from existing shareholders. Importantly, we are pleased to welcome many new institutions onto our register. This capital raising puts your company's finances on a sure footing which will see it through the continued development of the New Luika Gold Mine."

Related Party Transactions

Shanta Gold's Non Executive director, Ketan Patel (together with entities affiliated to him) has agreed to subscribe for 4,725,898 Placing Shares in the Equity Placing. Following this subscription, Ketan Patel's beneficial holding in the Company (together with entities affiliated to him) will increase to 32,044,578 Ordinary Shares representing 10.1% of the enlarged issued share capital of the Company following Admission.

In addition to Ketan Patel's participation in the Equity Placing, Gareth Taylor (Chief Executive Officer)  and Paul Heber (Non-Executive Director) of the Company have agreed to subscribe for respectively 200,000 and 58,400 Ordinary Shares in the Equity Placing. Following these subscriptions, Gareth Taylor and Paul Heber's beneficial holdings in the Company will be, respectively, 1,064,024 Ordinary Shares representing 0.33% and 328,346 Ordinary Shares representing 0.1% of the enlarged issued share capital of the Company following Admission.

The placing of these new Ordinary Shares to the above directors is classified as a transaction with a related party for the purposes of Rule 13 of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exception of Ketan Patel, Gareth Taylor and Paul Heber, having consulted with the Company's nominated adviser, Liberum Capital, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries:

Shanta Gold Limited	Tel: [phone]
Walton Imrie / Gareth Taylor
Nominated Adviser and Broker
Liberum Capital Limited	Tel: + 44 (0)20 3100 2000
Michael Rawlinson / Clayton Bush / Christopher Kololian
Public Relations
Tavistock Communications	[phone]
Emily Fenton / Ed Portman

This Announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer to buy, securities in Australia, Canada, Japan, South Africa or the United States or any jurisdiction in which the same would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. The securities referred to herein 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 US Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or South African securities laws, as applicable. No public offer of the Company's securities is being or will be made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. No action has been taken by the Company or Liberum Capital that would permit an offering of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital to inform themselves about, and to observe, any such restrictions.

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 Liberum Capital 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 hereby expressly disclaimed.

Liberum Capital, which is authorised and regulated by the Financial Services Authority ("FSA") is acting for the Company in connection with the Equity Placing and Notes Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum Capital or for providing advice in relation to the Equity Placing and the Notes Placing.

This Announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor Liberum Capital assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Any indication in this Announcement of the price at which Ordinary Shares have been placed cannot be relied upon as a guide to future performance.

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