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Titanium Resources (SRX)

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Wednesday 23 February, 2011

Titanium Resources

Placing to raise approximately ?11.4 million

RNS Number : 6851B
Titanium Resources Group Ltd
23 February 2011
 

 

 

 

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION 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 RELEASE, PUBLICATION 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 in any jurisdiction in which any such offer or solicitation would be unlawful.

 

Titanium Resources Group Ltd.

(changing its name to Sierra Rutile Limited)

Placing and Issue of Equity

Placing to raise approximately £11.4 million 

 

23 February 2011: Titanium Resources Group Ltd. ("TRG" or the "Company") is pleased to announce a cash placing by Mirabaud Securities LLP ("Mirabaud"), of 113,660,925 new ordinary shares (the "Placing Shares") at a price of 10 pence per share to raise (before expenses) approximately £11.4 million (US$18.3 million, EUR13.4 million) from investors (the "Placing" as further defined in Appendix II). 

Approximately EUR13 million from the proceeds of the Placing will be used by the Company to fund the repayment, by its subsidiary undertaking, Sierra Rutile Limited ("SRL"), of a portion of the principal and interest outstanding pursuant to the loan to SRL from the Government of Sierra Leone. The repayment will cut the Group's (as defined in Appendix II) overall debt at the date of this Announcement by approximately 36% and significantly reduce ongoing interest and principal repayments due.  As a result of this, the Company expects to benefit from increased free cashflows from its operations which would put it in an improved position to invest in and develop its business.

John Sisay, the Company's Chief Executive Officer, commented:

"The funds raised in this Placing will enable us to repay a significant portion of our debts, providing us with improved financial flexibility. The repayment will also further strengthen our relationship with the Government of Sierra Leone." 

"The market for our products remains strong and I am confident in the long-term prospects of the Company. Our focus now is on achieving a significant improvement in operating reliability whilst we assess the optimal strategy for boosting production."

 

Details of the Placing

The Placing Shares have been conditionally placed with institutional investors by Mirabaud which is acting as broker to the Placing. The Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares. The Placing Shares will represent approximately 22.75 per cent. of the Company's enlarged issued share capital. Following Admission (as defined below), the Company will have 499,525,000 ordinary shares in issue.

The Company will apply for admission of the Placing Shares on the AIM market of the London Stock Exchange plc ("AIM") ("Admission"). It is expected that, conditional on, inter alia, Admission becoming effective, and on the placing agreement entered into today between the Company and Mirabaud (the "Placing Agreement") otherwise becoming wholly unconditional and not being terminated in accordance with its terms, trading in the Placing Shares will commence on or around 1 March 2011. The Placing is being made on a non-pre-emptive basis.

Appendix I to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.

Appointment of Broker

The Company also announces that it has appointed Mirabaud as a joint broker. Mirabaud will operate alongside the Company's existing broker and nominated adviser, Arbuthnot Securities Limited, with immediate effect.

Related Party Transaction

Pala Investments Holdings Limited AG ("Pala") and M&G Securities Limited ("M&G") have agreed to participate in the Placing. Under the AIM Rules, Pala and M&G are "substantial shareholders" in the Company and therefore each is deemed a related party for the purpose of the Placing.

Pala and M&G hold the following number (and percentage) of the current issued ordinary shares of the Company and have agreed to subscribe for the following number of Placing Shares, which following completion of the Placing, will result in their respective holdings of ordinary shares in the enlarged issued share capital of the Company to be as follows:

 

Name

Number of shares currently held

% holding of Shares currently in issue

 

Number of Placing Shares to be subscribed

% holding of share capital as enlarged by the Placing

Pala

 

147,191,353

38.15 %

43,356,991

38.15  %

M&G

 

61,500,000

15.94 %

37,900,000

19.90%

Where a company whose shares are quoted on AIM enters into a related party transaction, the AIM Rules require the independent directors of the company to confirm that they consider, having consulted with the company's nominated advisor, that the terms of the transaction are fair and reasonable insofar as the company's Shareholders are concerned.

For the purposes of the Placing, John Bonoh Sisay, Alex Kamara, Michael Brown, François Colette and Charles Entrekin are considered to be independent directors (as Jan Castro and Michael Barton are associated with Pala). Accordingly, the independent directors of the Company consider, having consulted with Arbuthnot Securities Limited, the Company's nominated adviser, that the terms of the subscriptions by Pala and M&G are fair and reasonable, insofar as the Shareholders are concerned.

Background to, and reasons for the Placing

It is intended that the proceeds of the Placing, less applicable broker fees and other expenses, will be utilised to fund SRL to enable it to make part-payment of the loan outstanding to the Government of the Republic of Sierra Leone. 

Prior to admission to AIM on 25 August 2005, and in order to fund the restart of SRL, the Company agreed a Euro denominated loan from the Government of Sierra Leone under a programme funded by the European Commission.  The Board believes that it is now appropriate to repay a proportion of the principal and accrued interest of the loan in order to improve the financial position of the Group.

A reduction in the Group's outstanding debt in this way would:

·    reduce the Group's total outstanding debt from EUR36.5 million (US$49.8 million) to EUR23.5 million (US$32.1 million), approximately a 36% reduction;

·    significantly reduce future principal and interest payments by SRL to the Government of Sierra Leone; and, as a result

·    free-up substantial cashflows of approximately EUR14.7 million (US$20.1 million)  through to June 2013 which could be reinvested in the business to improve production efficiency or volumes.

Furthermore, the Company is currently in negotiations with the Government of Sierra Leone in regards to the sequencing of future repayments of principal due under the loan. Should these negotiations be successful, the Company would not be required to make any further repayments of the principal until 2013. A further announcement will be made in due course.

ENDS

 

For further information:

 

Titanium Resources Group

John Sisay, Chief Executive Officer

Telephone: +44 (0) 20 7321 0000

 

Mirabaud Securities LLP

Joint broker

Peter Krens

Telephone: +44 (0) 20 7321 2508

 

Arbuthnot Securities

Nominated Advisor & Broker

Hugh Field / Richard Johnson

Telephone: +44 (0) 20 7012 2000

 

Aura Financial

Andy Mills / Harry Cameron

Telephone: +44 (0) 20 7321 0000

 

IMPORTANT NOTICE

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 Mirabaud Securities LLP or Arbuthnot Securities Limited, 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 expressly disclaimed.

Mirabaud Securities LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority ("FSA") is acting for the Company in connection with the Placing and no-one else and Mirabaud Securities LLP will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Mirabaud Securities LLP or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

This Announcement is for information purposes only and shall not constitute an offer to sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of any prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This Announcement, including the Appendices, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States or elsewhere. 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus or admission document has been lodged with, or registered by, the Australian Securities and Investments Commission, the South African Financial Services Board or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom.  

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company and the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Company and the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Announcement. In addition, even if the development of the markets and the industry in which the Company and the Group operates are consistent with the forward-looking statements contained in this Announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.

Any forward-looking statements in this Announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company and the Group's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this Announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Announcement.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS WITHIN BOTH (A) AND (B) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given ("Placees") will be deemed to have read and understood this Announcement, including the Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; (ii) not within the United States; (iii) not within Australia, Canada, South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; and (iv) not acquiring the Placing Shares for the account of any person who is located in the United States, unless the instruction to acquire was received from a person outside the United States and the person giving such instruction has confirmed that it has the authority to give such instruction, and that either (a) it has investment discretion over such account or (b) it is an investment manager or investment company and, in the case of each of (a) and (b), that it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act; and (v) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (iii) above. 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or this Announcement should seek appropriate advice before taking any action. 

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.



Appendix I

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

 

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES

 

Details of the Placing

 

Mirabaud and the Company have today entered into the Placing Agreement under which, subject to the conditions set out in that agreement, Mirabaud has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors.

 

The Placing Shares will rank pari passu in all respects with the existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid on or in respect of such ordinary shares after the date of issue of the Placing Shares.

 

Application to AIM and admission to trading

 

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.  It is expected that Admission will become effective on or around 1 March 2011.

 

Participation in, and principal terms of, the Placing

 

1.   Mirabaud is arranging the Placing as agent for and on behalf of the Company.  The Company will determine in its absolute discretion, in consultation with Mirabaud, the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. 

 

2.   Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Mirabaud.

 

3.   Each Placee will be required to pay to Mirabaud, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Mirabaud and the Company. 

 

4.   Each Placee has an immediate, separate, irrevocable and binding obligation, owed to the Company and Mirabaud as agent of the Company, to pay to Mirabaud (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee. 

 

5.   Each Placee will be deemed:

 

(a)        to have read and understood the Appendices in their entirety;

 

(b)        to be participating in the Placing upon the terms and conditions contained in the Appendices; and

 

(c)        to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendices.

 

6.   To the fullest extent permitted by law and applicable FSA Rules, neither (i) Mirabaud, (ii) any of its partners, directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Mirabaud as defined in the FSA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

 

Conditions of the Placing

 

1.   The obligations of Mirabaud under the Placing Agreement are conditional on, amongst other things:

(a)        the fulfilment by the Company of its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);

(b)        the warranties given by the Company in the Placing Agreement remaining true, accurate and not misleading in all material respects; and

(c)        Admission having occurred not later than 8.00 a.m. on 1 March 2011 or such later date as the Company and Mirabaud may agree, but in any event not later than 8.00 a.m. on 15 March 2011.

 

2.   If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Mirabaud, by the respective time or date where specified, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

3.   Mirabaud may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments.

 

4.   None of Mirabaud, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Mirabaud.

 

Termination of the Placing Agreement

 

1.   Mirabaud is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

(a)        the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

(b)        it comes to the notice of Mirabaud that any statement contained in this Announcement was untrue or misleading at the date hereof in any material respect; or

(c)        any of the warranties given by the Company in the Placing Agreement has ceased to be true and accurate in any material respect; or

(d)        if prior to Admission there happens, develops or comes into effect: (i) an event which in the reasonable opinion of Mirabaud is material and adverse and which would prevent Admission; or (ii) any international crisis, act of terrorism, outbreak of hostilities, change in national or international financial, monetary, economic, political or market conditions including fluctuations in exchange rates which Mirabaud in its absolute discretion believes is, will be or may be materially prejudicial to the Company or the successful outcome of the Placing.

 

2.   Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

 

3.   By participating in the Placing, Placees agree that the exercise by Mirabaud of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Mirabaud and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

 

No prospectus

 

1.   No offering document, prospectus or admission document has been or will be submitted to be approved by the FSA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendices) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

 

2.   Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Mirabaud or any other person and none of Mirabaud or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

 

Registration and settlement

 

1.   Settlement of transactions in the Placing Shares through depositary interests following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions.  The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in Mirabaud's opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

2.   Participation in the Placing is only available to persons who are invited to participate in it by Mirabaud.

 

3.   A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Mirabaud. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendices and subject to the Company's Memorandum and Articles of Association.

 

4.   After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares allocated to it at the Placing Price and settlement instructions.

 

5.   Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Mirabaud.  Settlement should be through Mirabaud against CREST ID: 834, account designation: CLEARING.  For the avoidance of doubt, Placing allocations will be booked with a trade date of 1 March 2011 and settlement date of 1 March 2011, the date of Admission.

 

6.   The Company will deliver depositary interests in respect of the Placing Shares to the CREST accounts operated by Mirabaud as agents for the Company and Mirabaud will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of depositary interests in respect of the relevant Placing Shares to that Placee against payment.

 

7.   It is expected that settlement will take place on 1 March 2011, being the day of Admission, on a delivery versus payment basis. 

 

8.   Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Mirabaud.

 

9.   Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

 

10. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations and warranties

 

By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following. It:

 

1. has read this Announcement, including the Appendices, in its entirety;

 

2. acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

 

3. acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

 

4. acknowledges that none of Mirabaud or the Company or any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested Mirabaud, any of its affiliates or any person acting on behalf of any of them to provide it with any such information;

 

5. acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be located in or residents of a Restricted Jurisdiction, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, the Republic of South Africa, Australia or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

 

6. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Mirabaud nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either of Mirabaud or the Company and neither Mirabaud nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

 

7. acknowledges that neither Mirabaud nor any person acting on behalf of it nor any of its affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to  the Company provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

8. represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

 

9. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

10. if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive, or in circumstances in which the prior consent of Mirabaud has been given to the proposed offer or resale;

 

11. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

 

12. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in any member state);

 

13. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

 

14. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom; 

 

15. (a) represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated; and  (b) acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

 

16. represents and warrants that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

 

17. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Mirabaud may in its discretion determine and without liability to such Placee;

 

18. acknowledges that neither Mirabaud, nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, nor advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Mirabaud for the purposes of the Placing and that Mirabaud has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

19. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Mirabaud nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Mirabaud in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of Mirabaud who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

20. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by  Mirabaud in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; 

 

21. acknowledges that Mirabaud and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Mirabaud to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

 

22. agrees to indemnify and hold the Company and Mirabaud and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement (including the Appendices) and further agrees that the provisions of this Announcement (including the Appendices) shall survive after completion of the Placing;

 

23. represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

 

24. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as Mirabaud. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Mirabaud shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Mirabaud accordingly;

 

25. understands that no action has been or will be taken by any of the Company, Mirabaud or any person acting on behalf of the Company or Mirabaud that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

 

26. in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

27. represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Group that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription for the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Mirabaud; 

 

28. understands and agrees that it may not rely on any investigation that Mirabaud or any person acting on its behalf may or may not have conducted with respect to the Company, its Group, or the Placing and Mirabaud has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, its Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Mirabaud or the Company for the purposes of this Placing; and

 

29. accordingly it acknowledges and agrees that it will not hold Mirabaud or any of its affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Group or otherwise (the "Information") and that neither Mirabaud nor any person acting on behalf of Mirabaud makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information.

 

By participating in the Placing, each Placee (and any person acting on a Placee's behalf) subscribing for Placing Shares acknowledges that: (i) the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer or sale of Placing Shares to it.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

 

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Mirabaud or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with Mirabaud, any money held in an account with Mirabaud on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Mirabaud's money in accordance with the client money rules and will be used by Mirabaud in the course of its own business; and the Placee will rank only as a general creditor of Mirabaud.

 

All times and dates in this Announcement may be subject to amendment.  Mirabaud shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Appendix II

 

DEFINITIONS

 

The following definitions apply throughout this Announcement unless the context otherwise requires:

 

"Admission"

admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"AIM Rules"

the AIM Rules for Companies as published by the London Stock Exchange from time to time

"AIM"

the market of that name operated by the London Stock Exchange

"Announcement"

this announcement (including the Appendices)

"Appendices"

the appendices to this Announcement

"Company" or "TRG"

Titanium Resources Group Ltd. (changing its name to Sierra Rutile Limited)

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited

"Directors" or "Board"

the directors of the Company, or any duly authorised committee thereof

"FSA"

the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA

"FSA Rules"

the rules issued by the FSA from time to time

"FSMA"

the Financial Services and Markets Act of 2000 (as amended)

"Group"

the Company, its subsidiaries and its subsidiary undertakings

"London Stock Exchange"

London Stock Exchange plc

"Mirabaud"

Mirabaud Securities LLP, the Company's Joint Broker

"Placee"

any person by whom or on whose behalf a commitment to subscribe for Placing Shares has been given

"Placing"

the placing of the Placing Shares at the Placing Price by Mirabaud as agent for and on behalf of the Company pursuant to the terms of the Placing Agreement

"Placing Agreement"

the agreement dated 23 February 2011 between (i) the Company and (ii) Mirabaud relating to the Placing, further details of which are set out in this Announcement

"Placing Price"

10 pence per Placing Share

"Placing Shares"

the 113,660,925 new ordinary shares to be issued in connection with the Placing

"Regulation S"

Regulation S made under the Securities Act

"Restricted Jurisdiction"

the United States, Canada, the Republic of South Africa, Australia or Japan

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

holders of ordinary shares

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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