Fundraising

RNS Number : 4847J

Botswana Diamonds PLC

18 December 2015

 

18^th December 2015

Botswana Diamonds PLC

("Botswana Diamonds" or the "Company")

Fundraising

Placing Summary

The Board of Botswana Diamonds (AIM: BOD) is pleased to announce that it has undertaken a private placing to conditionally raise cash proceeds £458,655 via the placing of 53,959,400 new ordinary shares, which includes the cash subscription of certain directors and connected persons (the "Placing Shares"), at a placing price of 0.85p (the "Placing Price"). Each Placing Share has one warrant attached with the right to subscribe for one new ordinary share at the Placing Price for a period of three years from 24^th December 2015 (the "Warrants"), being the expected date of the Warrants issue.

Additionally, the Company has settled a further £86,661 of existing liabilities with certain directors of the Company through the conditional issue of 10,195,450 Placing Shares. These liabilities had accrued as a result of unpaid directors' fees.

In aggregate the Company has conditionally issued a total of 64,154,850 Placing Shares with Warrants attached to raise £545,316 (the "Fundraising").

The issuance of the Placing Shares is conditional upon the passing of Resolution 6, which relates to the proposed change in the par value of existing ordinary shares from 1p to 0.25p, at the Company's Annual General Meeting which is to be held today in London and the admission of the Placing Shares to trading on AIM.

Use of Proceeds

The funds raised will be used to fund exploration activities in Botswana, which remain ongoing, and to provide additional working capital.

Related Party Transaction

Certain directors and connected persons are subscribing for Placing Shares, as set out in the table below:

Director	Shareholding prior to the placing	Number of Placing Shares		Shareholding following the placing	% of enlarged share capital
		In lieu of remuneration	Cash subscription
John Teeling	36,625,418	3,529,450	4,000,000*	44,154,868	14.5%
James Finn	14,441,739	3,529,450	1,176,500	19,147,689	6.3%
David Horgan	9,878,084	2,352,950	0	12,231,034	4.0%
Anne McFarland	0	783,600	423,500	1,207,100	0.4%
		10,195,450	5,600,000

*Includes 1,000,000 Placing Shares subscribed for by Mrs Deirdre Teeling

Furthermore, as a result of the Warrants attached to the Placing Shares, the Company's directors hold warrants and/or options over the Company's ordinary shares as set out below:

Director	Share Options	Warrants
John Teeling	2,500,000	7,529,450
Jim Finn	2,000,000	4,705,950
David Horgan	2,000,000	2,352,950
Anne McFarland	250,000	1,207,100
Robert Bouquet	250,000

The Directors' aggregate participation in the Fundraising constitutes a related party transaction in accordance with AIM Rule 13.  The independent director (being Robert Bouquet), having consulted with Northland Capital Partners, the Company's nominated adviser, considers that the terms of the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

The Placing shares will rank pari passu with the Company's existing ordinary shares.  Assuming that Resolution 6 is passed at today's AGM, application will be made for the Placing Shares to be admitted to trading on AIM and it is expected that such admission will become effective on or around 24^th December 2015.

Following the issue of the Placing Shares there will be a total of 303,642,498 ordinary shares of 0.25p each in issue with each share carrying the right to one vote. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Enquiries:

Botswana Diamonds PLC
John Teeling, Chairman	[phone]
Jim Finn, Director
Dipti Mehta
Northland Capital Partners Limited
David Hignell/Gerry Beaney (Corporate Finance)	[phone]
John Howes/Mark Treharne (Broking)
Dowgate Capital Stockbrokers Limited
Jason Robertson	[phone]
Blytheweigh	[phone]
Camilla Horsfall	[phone]
PSG Plus
Aoife Ross	[phone]
Alan Tyrrell	[phone]

 

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