Issue of Shares, Directors' Interests and Appx. 3B
Tuesday 30 April 2013
THOR MINING PLC
Issue of Shares, Change of Directors' Interests and Appendix 3B
Further to the announcement of 29 April 2013 regarding the results of the Open Offer, the Directors of Thor Mining PLC ("Thor" or the "Company") (AIM, ASX: THR) confirm the issue and allotment today of 57,048,476 Ordinary Shares.
An application has been made to the London Stock Exchange for the new Ordinary Shares, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading and dealings are expected to commence at 8:00 a.m. (BST) on 3 May 2013.
Following the issue of the new Ordinary Shares the Company's total issued share capital comprises 982,814,766 Ordinary Shares of 0.3p each. In accordance with the Financial Services Authority Disclosure and Transparency Rules, the Company has 982,814,766 Ordinary Shares of 0.3p each in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury.
The above figure of 982,814,766 Ordinary Shares may be used by Shareholders in the Company 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 share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.
As announced on 29 April 2013, in accordance with the terms of the Open Offer, a total of 28,524,264 free attaching Warrants (or options for Australian and New Zealand purposes) have been granted to those security holders who participated in the Open Offer.
The Directors of the Company have participated in the Open Offer and set out below is a summary of the securities acquired and also the interests of the Directors following the issue of these securities:
|
Director |
Nature of Holding |
Previous Holding |
Number Acquired |
New Holding |
|
Michael Billing |
|
|
|
|
|
- Shares as CDIs |
Direct |
119,806 |
|
119,806 |
|
|
Indirect |
9,200,851 |
7,462,688 |
16,663,539 |
|
- Warrants, as CDIs |
Direct |
2,000,000 |
|
2,000,000 |
|
|
Indirect |
|
3,731,344 |
3,731,344 |
|
|
|
|
|
|
|
Michael Ashton |
|
|
|
|
|
Shares as CDIs |
Direct |
|
|
|
|
|
Indirect |
13,812,915 |
7,462,687 |
21,275,602 |
|
Warrants, as CDIs |
Direct |
2,000,000 |
|
2,000,000 |
|
|
Indirect |
|
3,731,344 |
3,731,344 |
|
|
|
|
|
|
|
Gregory Durack |
|
|
|
|
|
Shares as CDIs |
Direct |
1,054,593 |
|
1,054,593 |
|
|
Indirect |
2,072,276 |
2,985,075 |
5,057,351 |
|
Warrants, as CDIs |
Direct |
2,000,000 |
|
2,000,000 |
|
|
Indirect |
|
1,492,538 |
1,492,538 |
|
|
|
|
|
|
|
Trevor Ireland |
|
|
|
|
|
Shares as CDIs |
Direct |
2,448,980 |
2,238,806 |
4,687,786 |
|
|
Indirect |
850,000 |
|
850,000 |
|
Warrants, as CDIs |
Direct |
2,000,000 |
1,119,403 |
3,119,403 |
|
|
Indirect |
|
|
|
|
|
|
|
|
|
|
David Thomas |
|
|
|
|
|
Shares as CDIs |
Direct |
1,000,000 |
2,328,359 |
3,328,359 |
|
|
Indirect |
|
|
|
|
Warrants, as CDIs |
Direct |
|
1,164,180 |
1,164,180 |
|
|
Indirect |
|
|
|
|
|
|
|
|
|
As a result of the Open Offer the Directors' position with regards to total voting rights in the Company is as follows:
|
Director |
Number of Shares |
Percentage of Total Voting Rights |
|
Michael Billing |
16,783,345 |
1.7% |
|
Michael Ashton |
23,275,602 |
2.3% |
|
Gregory Durack |
6,111,944 |
0.6% |
|
Trevor Ireland |
5,537,786 |
0.6% |
|
David Thomas |
3,328,359 |
0.3% |
Thor today released the following announcement on the Australian Securities Exchange ("ASX") as required under the listing rules of the ASX. This announcement, as required by ASX, provides additional detail regarding the result of the Company's recent Open offer to all shareholders.
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
|
Name of entity |
|
Thor Mining PLC |
|
ABN |
|
121 117 673 |
We (the entity) give ASX the following information.
Part 1 ‑ All issues
You must complete the relevant sections (attach sheets if there is not enough space).
|
1 |
+Class of +securities issued or to be issued
|
(a) Chess Depository Interests (CDIs) issued over ordinary shares. (b) Ordinary shares (c) Unlisted options (d) Unlisted warrants
|
|||||
|
|
|
|
|||||
|
2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued
|
(a) 40,134,818 CDIs (b) 16,913,658 ordinary shares (c) 20,067,431 options (d) 8,456,833 warrants
|
|||||
|
|
|
|
|||||
|
3 |
Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
(a) Issued to CDI holders registered in Australia; (b) Issued to shareholders registered in the UK; (c) Free attaching options issued to CDI holders registered in Australia, exercisable at $0.0105 and expiring 30 September 2014; (d) Free attaching warrants issued to shareholders registered in the UK, exercisable at £0.007 and expiring 30 September 2014; as a result of the Open Offer dated 18 March 2013.
|
|||||
|
|
|
|
|
||||
|
4 |
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
(a) Yes. (b) Yes. (c) No - new class of unquoted securities. (d) No - new class of unquoted securities.
|
|
||||
|
|
|
|
|
||||
|
5 |
Issue price or consideration
|
(a) $0.0067 per CDI (0.67 cents per CDI) (b) £0.0045 per share (0.45p per share) (c) Nil (d) Nil |
|
||||
|
|
|
|
|
||||
6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
|
To assist with funding of exploration and operational costs. |
|
||||
|
|
|
|
|
||||
6a |
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i |
Yes |
|
||||
|
|
|
|
|
||||
6b |
The date the security holder resolution under rule 7.1A was passed |
27 November 2012 |
|
||||
|
|
|
|
|
||||
6c |
Number of +securities issued without security holder approval under rule 7.1 |
|
|
||||
|
|
|
|
|
||||
6d |
Number of +securities issued with security holder approval under rule 7.1A |
Nil |
|
||||
|
|
|
|
|
||||
6e |
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
|
(a) 40,134,818 (b) 16,913,658 (c) 20,067,431 (d) 8,456,833 |
|
||||
|
|
|
|
|
||||
6f |
Number of securities issued under an exception in rule 7.2 |
Nil |
|
||||
|
|
|
|
|
||||
6g |
If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. |
N/A |
|
||||
|
|
|
|
|
||||
6h |
If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements |
N/A |
|
||||
|
|
|
|
|
||||
6i |
Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements |
Refer attached Annexure 1 |
|
||||
|
|
|
|
|
||||
|
7 |
Dates of entering +securities into uncertificated holdings or despatch of certificates |
30 April 2013 |
|
||||
|
|
|
Number |
+Class |
|
8 |
Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
|
489,402,827 |
Ordinary Shares quoted by ASX ("THR" as CDIs) as |
|
|
|
Number |
+Class |
|
|
Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
|
471,745,272
21,666,667
8,000,000
1,000,000
1,000,000
4,000,000
1,100,000
84,141,088
20,067,431
8,456,833 |
Ordinary Shares admitted to the AIM Market of the London Stock Exchange, as at 30 April 2013.
Ordinary Shares, held in escrow until 8 April 2014, quoted by ASX (as CDIs) "THR".
4 cent Unlisted Options expiring 24 November 2013 (Held by Directors).
5 cent Unlisted Options expiring 20 December 2013. (Held by Associates).
3.5 cent Unlisted Options expiring 13 June 2014. (Held by Associates).
2.0 pence Unlisted Options expiring 21 June 2015. (Held by Associates).
2.0 cent Unlisted Options expiring 27 September 2015. (Held by Employees).
0.7428 cent unlisted options expiring 19 March 2016. (Held by issuer of debt facility).
1.05 cent unlisted options expiring 30 September 2014. (Issued to Australian registered CDI holders as a result of 2013 Open offer).
0.07 pence unlisted warrants expiring 30 September 2014. (Issued to UK registered shareholders as a result of 2013 Open offer).
|
|
|
|
|
|
|
10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
No Policy |
|
Part 2 ‑ Bonus issue or pro rata issue - Not Applicable
Part 3 ‑ Quotation of securities
You need only complete this section if you are applying for quotation of securities
|
34 |
Type of securities (tick one)
|
|
|
(a) |
X |
Securities described in Part 1 (CDIs only) |
|
|
|
|
|
(b) |
|
All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities |
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
|
Tick to indicate you are providing the information or documents |
|
|
|
35 |
If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders |
|
|
|
|
|
|
36 |
If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
|
|
|
|
|
|
37 |
A copy of any trust deed for the additional +securities |
Entities that have ticked box 34(b)
|
38 |
Number of securities for which +quotation is sought
|
|
|
|
|
|
|
|
|
|
|
39 |
Class of +securities for which quotation is sought
|
|
|
|
|
|
|
|
|
|
|
40 |
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
|
|
|
|
|
|
|
|
|
|
41 |
Reason for request for quotation now Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
+Class |
|
|
42 |
Number and +class of all +securities quoted on ASX (including the securities in clause 38)
|
|
|
|
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
· The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
· There is no reason why those +securities should not be granted +quotation.
· An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
· Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
· If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: .............................. Date: 30 April 2013
(Company Secretary)
Print name: Allan Burchard
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities
Introduced 01/08/12
Part 1
|
Rule 7.1 - Issues exceeding 15% of capital |
|
|
Step 1: Calculate "A", the base figure from which the placement capacity is calculated |
|
|
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
(As at 30 April 2012) 710,383,067 |
|
Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
• Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here - other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
Issued 04/07/2012 44,400,000 (Approved 27/05/2012) Issued 13/6/2012 51,100,000 Issued 02/10/2012 50,000,000 (Each approved 31/10/2012)
Placement (14/11/2012) 47,542,856 Employee Remuneration 673,700 Western Desert Resources re Spring Hill consideration 21,666 667 Open Offer issue to: · Australian registered CDI Holders 40,134,818 · UK registered Shareholders 16,913,658
(all approved on 12 April 2013) |
|
Subtract the number of fully paid ordinary securities cancelled during that 12 month period |
0
|
|
"A" |
982,814,766 |
|
Step 2: Calculate 15% of "A" |
|
|
"B" |
0.15 [Note: this value cannot be changed] |
|
Multiply "A" by 0.15 |
147,422,215 |
|
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used |
|
|
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded - not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
|
|
"C" |
0 |
|
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 |
|
|
"A" x 0.15 Note: number must be same as shown in Step 2 |
147,422,215 |
|
Subtract "C" Note: number must be same as shown in Step 3 |
0 |
|
Total ["A" x 0.15] - "C" |
147,422,215 [Note: this is the remaining placement capacity under rule 7.1] |
Part 2
|
Rule 7.1A - Additional placement capacity for eligible entities |
|
|
Step 1: Calculate "A", the base figure from which the placement capacity is calculated |
|
|
"A" Note: number must be same as shown in Step 1 of Part 1 |
982,814,766 |
|
Step 2: Calculate 10% of "A" |
|
|
"D" |
0.10 Note: this value cannot be changed |
|
Multiply "A" by 0.10 |
98,281,476 |
|
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used |
|
|
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities - not just ordinary securities • Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items |
0
|
|
"E" |
0 |
|
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A |
|
|
"A" x 0.10 Note: number must be same as shown in Step 2 |
98,281,476 |
|
Subtract "E" Note: number must be same as shown in Step 3 |
0 |
|
Total ["A" x 0.10] - "E" |
98,281,476 Note: this is the remaining placement capacity under rule 7.1A |
|
Mick Billing |
+61 (0) 8 7324 1935 |
Thor Mining PLC |
Executive Chairman |
|
Allan Burchard |
+61 (0) 8 7324 1935 |
Thor Mining PLC |
CFO/Company Secretary |
|
|
|
|
|
|
Gerry Beaney / David Hignell |
+44 (0) 20 7383 5100 |
Grant Thornton Corporate Finance |
Nominated Adviser |
|
|
|
|
|
|
Nick Emerson/ Renato Rufus |
+44 (0) 1483 413500 |
Simple Investments |
Broker |
|
|
|
|
|
|
Alex Walters/ Emma Wigan |
+44 (0) 77 7171 3608 +44 (0) 20 7839 9260 |
Cadogan PR |
Financial PR |
This information is provided by RNS
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund