Peter Hambro Mining PLC
12 May 2004
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE RUSSIAN FEDERATION OR IRELAND.
12th May 2004
Peter Hambro Mining PLC proposes to raise a minimum of £40m ($71m) by the issue
of 10 million new shares pursuant to a placing underwritten at £4.00 per share
by Canaccord and HSBC
Peter Hambro Mining PLC ("PHM") has agreed with Canaccord Capital (Europe)
Limited ("Canaccord") and HSBC Bank plc ("HSBC") (collectively "the
Underwriters") that it will issue a total of 10 million new ordinary shares to
placees to be procured by the Underwriters. The subscription price may be
higher, but not lower, than £4.00 per share. Details of the price at which the
shares are placed will be announced as soon as possible. It is further agreed
that, in the event that the Underwriters do not procure placees for any or all
of these shares, the Underwriters will subscribe as principals for any unplaced
shares at £4.00 per share.
The placing is conditional upon shareholder approval at an Extraordinary General
Meeting ("EGM") to be held on or around 7 June 2004 and for which the notice
will shortly be sent to Shareholders. Peter Hambro and Pavel Maslovsky, together
with companies associated with them (the "Hambro and Maslovsky Associates"),
have irrevocably undertaken to vote their aggregate 47.5% shareholding in favour
of the resolution to be put to the EGM.
The placing is also subject to the new shares being admitted to trading on AIM,
which is expected to take place on or around 9 June 2004.
The purpose of the placing is to:
- provide an equity component for the project finance that the Company is
seeking for further development of its Pokrovskiy and Pioneer deposits, for
which total capital expenditure is currently estimated to aggregate $150m
- fund the acquisition of additional gold mining assets in Russia's Far East,
and repay the balance of the HVB loan which has been used to fund recent
- enable further development of the Company's recently acquired mining assets,
including Tokur, Voroshilovskoye and Malomir.
The Hambro and Maslovsky Associates have agreed with the underwriters that they
will not, for a period of 180 days following the placing, sell any PHM shares
without the prior consent of the Underwriters, which may not unreasonably be
No existing shares are being sold as part of the placing.
Commenting on the transaction, Peter Hambro, Executive Chairman of Peter Hambro
"Our Company has grown from a speculative start-up operation into a substantial
mining company and it has two of the three elements needed to allow it to join
the team of one million ounce per year producers; namely gold in the ground and
management. The third requirement - cash - would have been principally provided,
as it has in the past, from internally generated cash-flows and bank borrowings.
However, the Company thought it appropriate to speed up the development process
by accepting the offer from Canaccord and HSBC for the equity fund raising.
Accordingly, the proceeds from the fundraising will assist the Company to bring
its most advanced assets into production as soon as possible. In particular the
newly identified P1 and P2 resources at Pokrovskiy and the Pioneer deposit are
immediate targets for development."
This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities including in
the United States.
This announcement does not constitute an offer of securities for sale in the
United States of America. Neither this announcement nor any copy of it may be
taken or distributed into the United States of America or distributed or
published, directly or indirectly, in the United States of America. Any failure
to comply with this restriction may constitute a violation of US securities law.
The securities referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States or to or for the benefit of US persons
unless they are registered under the Securities Act or pursuant to an available
exemption therefrom. No public offering of securities of is being made in the
HSBC and Canaccord, each of which is regulated by The Financial Services
Authority, are acting solely for the Company in relation to the Placing. Neither
HSBC nor Canaccord is acting for, or responsible to, any person other than the
Company for providing the protections afforded to customers of HSBC or
Peter Hambro +44 20 7201 8900
Director of External Communications
Peter Hambro Mining plc
David Simonson / Maria Suleymanova +44 20 7653 6620
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