Placing of shares

Placing of shares

Watermark Global

Watermark Global plc ("Watermark" or the "Company")

1 June 2011

Proposed Placing

The Board of Watermark is pleased to announce a placing ("Placing") of up to 430,000,000 new ordinary shares of 0.15p each in the capital of the Company ("Placing Shares") at 0.35 pence per share to raise up to GBP1,505,000 before expenses.

The Placing will be effected in two tranches. The first tranche, which is expected to raise up to GBP462,000, is subject, inter alia, to admission of 132,000,000 of the Placing Shares to trading on AIM which is expected to occur at 8.00 a.m. on 7 June 2011. The second tranche, which is expected to raise up to GBP1,043,000, is subject, inter alia, to admission of 298,000,000 of the Placing Shares to trading on AIM and also upon the approval of shareholders at the Company's AGM which is intended to be held at 9.00 am on 30 June 2011. It is expected that admission of the second tranche of the Placing Shares to trading on AIM will occur at 8.00 a.m. on 1 July 2011. The two placing tranches are not inter-conditional.

The Placing is not underwritten but, as agent for the Company, Cenkos Securities plc has conditionally placed 283,000,000 of the Placing Shares with certain institutional and other investors. In addition, the Company has also conditionally placed 147,000,000 of the Placing Shares with Australian institutional and other professional investors. Commission for all of the Placing Shares placed by Cenkos Securities plc and those placed in Australia is being taken in the form of new ordinary shares (“Commission Shares”) and amounts to the issue of 27,214,286 new ordinary shares. These shares are expected to be admitted to trading on 1 July 2011 and their issue is also subject to the approval of shareholders at the Company’s AGM. The net proceeds of the Placing £1.45 million after expenses will be used for working capital purposes and will be invested in the Company’s projects as described below. The Placing will ensure continuity of existing operations without any interruption or loss of competitive advantage, allowing the Company’s wholly owned subsidiary, Western Utilities Corporation (Pty) Limited (“WUC”) to continue to progress discussions with the Trans Caledon Tunnel Association (“TCTA”) on its potential involvement with both the short and long-term solutions to clean up the Acid Mine Drainage problem in conjunction with the South African Government. TCTA is a government institution with formal protocols and the conclusion of any agreement may take some time. The commercialisation of information in the short to medium term would not prevent WUC from participating in an operation and maintenance capacity as part for the short, medium and long term AMD clean-up projects, in respect of which WUC intends to participate in the formal tender process as soon as these are announced. All the information from the DFS relating to the long-term solution remains valuable in the context of the longer-term solution.

The net proceeds from the Placing will also provide sufficient working capital to allow the Company to expand its technical and support team as needed should Watermark be formally engaged on the projects. The Board believes that the Placing (assuming that the allotment of the second tranche of Placing Shares is approved at the AGM) will provide the Company with the working capital it requires until a definitive decision is made by the Government regarding the project and, in any event, for at least the next twelve months. The Board therefore recommends that all shareholders vote in favour of the allotment authorities to approve the Placing at the AGM. As previously announced, there has been no definitive statement made by the Government or its agencies as to how the problem will be treated or funded. Accordingly, WUC may be involved in a number of different ways and will continue to keep shareholders informed of any progress.

The Board believes that WUC’s technology and feasibility studies are significantly more advanced than that of its competitors and although it remains confident of securing a role in both the interim and long term solution, there is no certainty that Watermark will be successful in any tender for business nor what the time frame for the long term solution will be. Accordingly, during the past year, whilst waiting for definitive action from the South African Government on AMD, the Company has also been assessing whether Watermark’s technology could have wider applications within other natural resources sectors both in South Africa and the rest of the world. As part of this work, two prospective opportunities have arisen in South Africa which the Board intends to further explore as these could generate cash flows and profitability for Watermark in the medium term. The first opportunity is an AMD remediation project associated with anthracite coal mining and briquetting of the resulting waste fines. The other involves the separation of water and oil from an oil producing field to create industrial grade usable water. At this stage, our investigations are at a preliminary stage and it is intended that approximately GBP500,000 of the Placing proceeds could be applied to complete further due diligence and feasibility studies if necessary. The Board stresses that neither of these opportunities changes the Company’s primary focus, which is the treatment of AMD in the gold fields of South Africa and will update investors of any progress when relevant.

Application will be made to the London Stock Exchange for all of the Placing Shares and the Commission Shares to be admitted to trading on AIM. All the new shares will, when issued, rank pari passu in all respects with the Company's existing ordinary shares.

Notice of the Company’s AGM including resolutions to authorise the allotment of the second tranche of the Placing Shares will be posted together with the Company’s Report and Accounts for the year ended 31 December 2010 no later than 6 June 2011.

Bell Potter Securities has conditionally agreed to take up 45,125,581 new ordinary shares in the first tranche and 101,874,419 new ordinary shares in the second tranche. The placing of new Shares with Bell Potter Securities is a related party transaction under the AIM Rules. The Directors consider, having consulted with Cenkos as the Company's nominated adviser, that the terms of the placing of new ordinary shares with Bell Potter Securities are fair and reasonable so far as shareholders are concerned.

Peter Marks, Chairman, said, "The Board of Watermark is very pleased to have secured this financing. It keeps us very much in the hunt to participate in the long overdue treatment of AMD in the Witwatersrand basins. It also gives us the ability to investigate some other opportunities which may create further shareholder value. Although this has been a long and at times frustrating journey, I feel confident that our management team will have a chance to implement their undoubted expertise in water treatment in South Africa which the country so badly needs.”

Enquiries:

 

Watermark Global Plc

Jaco Schoeman, Chief Executive Officer Tel: + 44(0) 20 7233 1462

jschoeman@watermarkglobalplc.com

Charles Zorab, Investor Relations Tel: + 44(0) 20 7233 1462

czorab@watermarkglobalplc.com

Nominated Adviser: Cenkos Securities

Ian Soanes/Elizabeth Bowman Tel: +44(0)20 7397 8928

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