Oxus Gold PLC
30 November 2004
For immediate release: 30 November 2004
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IRELAND.
Oxus Gold plc
Oxus Finalises Jerooy Fund Raising
London: 30 November 2004 - Further to the announcement made on 23 November 2004,
Oxus Gold plc ('Oxus' or the 'Company') is pleased to announce that it is
placing up to 17,000 Units to raise up to £30,600,000 (approximately US$57.8
million) gross. Each Unit comprises 1,600 new ordinary shares in the Company,
plus £1,000 of convertible redeemable loan notes. The shares are being placed at
50p per share, and the loan notes are convertible, subject to shareholder
approval at the extraordinary general meeting to be held on 16 December 2004
('the EGM'), at 50p per share. Assuming that such approval is granted, and all
the loan notes are converted, the total new ordinary shares to be issued as a
result of the placing is 61.2 million shares. Further details of the Units are
set out below.
The placing, which was well oversubscribed, is being arranged by RBC Capital
Markets as Lead Manager, and Haywood Securities as Manager. The Units are being
placed with major institutional investors in Europe and North America, and the
funds raised are intended to be used to complete the construction of the Jerooy
gold mine in the Kyrgyz Republic, for the expansion of the Company's operating
Amantaytau Goldfields mine in Uzbekistan, and for general working capital.
Completion of the placing is expected to occur on 7 December 2004.
Commenting on this significant development, Bill Trew, CEO of Oxus, said:
'The Government of the Kyrgyz Republic required unequivocal evidence that Oxus
had the cash available to build the Jerooy mine. This financing provides that
evidence and I am pleased to report that discussions on the reinstatement of the
Jerooy licence are well advanced. At a time of rising gold prices it also means
that we are able to build the mine quickly without recourse to bank debt and the
hedging and other constraints that go with it. We remain committed to first gold
production at Jerooy before the end of 2005.
'This financing is another important milestone towards our goal of producing at
least 500,000 ounces of attributable gold by 2008. We now have the cash, we have
a clearly defined production development plan, we have commenced an aggressive
exploration programme, and I am truly excited about the future. I would like to
thank all concerned for completing this placing in such a short period of time.'
Further details of the Units are set out below:
The Units consist of:
• 27.2 million new ordinary shares of 1p each ('New Shares') at a price
per share of 50 pence raising £13.6 million before expenses ('Share Placing'),
• £17 million principal amount of convertible redeemable notes ('Notes')
to be issued for £1,000 per Note to raise £17 million before expenses ('Notes
The Share Placing and the Notes Placing are conditional on, inter alia, the New
Shares being admitted to trading on AIM by 12 December 2004. The New Shares to
be issued as part of the Share Placing represent approximately 12.3% of the
current issued ordinary share capital.
The Notes being issued as part of the Notes Placing are:
• convertible into new ordinary shares of 1p each of Oxus at a price
per share of 50 pence. Assuming all the Notes are converted, the maximum number
of new ordinary shares to be issued on conversion is 34 million representing
approximately 13.7% of the issued ordinary share capital of Oxus following
completion of the Share Placing;
• convertible at the option of the holders at any time after the
passing of the resolutions to be proposed at the EGM;
• convertible by Oxus at any time after (i) the passing of the
resolutions to be proposed at the EGM; (ii) the reinstatement of the Jerooy
licence to Oxus' 67% owned subsidiary, Talas Gold Mining Company, and the
execution of certain other related documents, and (iii) Oxus being satisfied
that the new ordinary shares to be issued upon conversion will be admitted to
trading on AIM;
• redeemable by Oxus on (i) 21 December 2004 if the resolutions to be
proposed at the EGM are not passed; (ii) at any time prior to 28 February 2005
if Oxus announces that the licence in respect of the Jerooy deposit will not be
reinstated; or (iii) on 28 February 2005 (to the extent that any Notes have not
been converted and are still outstanding). If the Notes are redeemed then the
holders will be entitled to interest at a rate of 8 per cent per annum. No
interest is payable if the Notes are converted.
Pending conversion or redemption of the Notes, the proceeds of the Notes Placing
will be held in escrow, to be returned to the holders if redeemed, or released
to the Company if converted.
Oxus Gold plc
Tel: + 44 (0)20 7907 2000
Richard Wilkins, Company Secretary
Tel: + 44 (0)207 444 4155
Keith Irons, Chairman
RBC Capital Markets
Tel : + 44 (0) 207 653 4580
Patrick Meier, Managing Director
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 unless they are registered under the
Securities Act or pursuant to an available exemption therefrom. No public
offering of securities is being made in the United States.
This announcement has been issued by and is the sole responsibility of the
Company. Royal Bank of Canada Europe Limited ('RBC') is regulated by the
Financial Services Authority and is acting for the Company only. RBC is not
acting, or responsible for, any person other than the Company for providing the
protections afforded to customers of RBC.
This information is provided by RNS
The company news service from the London Stock Exchange