TIDMHMB 
 
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN HAMBLEDON OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

 

ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE CIRCULAR TO BE PUBLISHED BY THE COMPANY AND ANY SUPPLEMENT THERETO IN CONNECTION WITH ADMISSION.

 

Hambledon Mining Plc ("Hambledon" or the "Company")

 

Proposed Firm Placing and Open Offer

 

and

 

Notice of General Meeting

 

Hambledon is pleased to announce that it is proposing to raise up to GBP9.09 million (GBP8.52 million net of expenses) through the issue of up to 227,329,873 New Ordinary Shares through a Firm Placing and Open Offer (together the "Fundraising")at an issue price of 4p per New Ordinary Share.

 

Fundraising Highlights:

 
 
    -- Firm Placing proceeds of GBP6.6 million (net of expenses) to be used for 

surface infrastructure upgrades at the Sekisovskoye operations to

secure dual long term electrical supply and an integrated waste

management system which maintains the lowest operating cost base for

the Company.

Additional electrical infrastructure required to meet statutory

safety regulations for underground operations and reduce

operational downtime of the existing process plant

An integrated plant waste management system and infrastructure

underpins the target 850ktpa underground extraction

Infrastructure to increase process plant recovery with a target of

90% in 2012

The Firm Placing is subject to shareholder approval

 
    -- Proceeds of the Open Offer of up to a maximum of GBP2.1 million (net of 

expenses) will be utilised by the Company to accelerate underground

exploration and for working capital purposes.

The Open Offer is on the basis of 1 new Ordinary Share for every

10 existing Ordinary Shares

 

Tim Daffern, Chief Executive Officer of Hambledon, commented: "We are pleased to have attracted a number of new high quality institutional shareholders alongside support from existing institutions in the Placing".

 

For further information please contact:

 
Hambledon Mining:                                  +44 (0)7585 505 455 
Chief Executive Officer, Tim Daffern 
Fairfax I.S. PLC                                   +44 (0)207 598 5368 
Nominated Adviser and Joint Broker 
Ewan Leggat/Katy Birkin 
Ambrian Partners Limited                           +44 (0)207 634 4700 
Joint Broker 
Mark Wellesley-Wood/Samantha Harrison/Jen Boorer 
 
 

Introduction

 

The Company announces that it proposes to raise up to GBP9.09 million (GBP8.52 million net of expenses) through the issue of up to 227,329,873 New Ordinary Shares through the Firm Placing and the Open Offer at the issue price of 4p per New Ordinary Share.

 

The Circular containing details of the Fundraising has been posted to all Qualifying Shareholders today and will be available shortly, along with the Application Form and the Form of Proxy, from the Company's website at www.hambledon-mining.com.

 

The Issue Price represents a discount of approximately 15.79 per cent. to the price of 4.75 pence per Existing Ordinary Share, being the Closing Price of the Existing Ordinary Shares on 11 March 2011 (the latest practicable date prior to this announcement). The Open Offer is not underwritten and, accordingly, as set out below, the minimum proceeds (assuming the Firm Placing becomes unconditional) under the Fundraising are approximately GBP6.6 million (after expenses).

 

At the same time as the Firm Placing and the Open Offer, the Joint Brokers, as agents on behalf of Nicholas Bridgen, a non-executive Director, and his spouse, have conditionally placed a total of 1,750,000 Existing Ordinary Shares with certain institutional and other investors at the Issue Price under the Shareholder Placing. The Shareholder Placing on behalf of Mr Bridgen and his spouse is conditional upon completion of the Firm Placing.

 

Reasons for the Fundraising and use of proceeds

 

A review by the Company of the Sekisovskoye life of mine project cost base (open pit and underground) has highlighted that upgrading of the surface infrastructure is required to achieve the long term security of electrical supply, lowest process waste capital and operating costs, the maintenance of environmental compliance and a continuation of the low social and environmental impact of the operations. These works are planned to take place in 2011 in order that the underground project development and construction works can all be carried out in conjunction with each other and at the lowest overall construction cost.

 

In addition a programme of works associated with the metallurgical processing plant to increase gold and silver recovery is planned for implementation in 2011. The current level of 85 per cent. gold recovery is planned to be increased with a target of 90 per cent. by the end of 2012.

 

The Directors are proposing the Fundraising to provide further capital for the Company in order to meet the costs of the works highlighted above and as set out in the table below. It is anticipated that the net proceeds of the Firm Placing of not less than approximately GBP6.6 million (approximately US$10.5 million) will be utilised by the Company as follows:

 
                                 Sterling  US$      OpEx cost savings 
                                 million   Million  (US$) 
Install plant waste              2.6       4.2      55/oz 
management system 
Establish dual high              1.1       1.8      15/oz 
voltage electrical 
infrastructure to project site 
Upgrading some of the plant      1.3       2.1      35/oz 
process systems 
Expansion of engineering         0.6       0.9      15/oz 
workshops 
Corporate development            0.9       1.5      - 
Net Firm Placing proceeds        6.6       10.5     - 
 
 

The net proceeds of the Open Offer of approximately GBPnil to GBP2.0 million (approximately US$nil to approximately US$3.1 million) will be utilised by the Company for underground project working capital purposes.

 

Implementation of the Firm Placing and of the Open Offer is conditional on, among other things, Shareholders passing the Resolution at the General Meeting. If Shareholders do not pass the Resolution and the Firm Placing and the Open Offer do not proceed, the Board will have more restrained cash resources and may not be able to pursue its long term business objectives, including the proposed capital expenditure on the infrastructure as set out above.

 

Terms of the Firm Placing

 

The Company has conditionally placed 175,720,950 Firm Placing Shares at 4 pence per Firm Placing Share with certain existing and new institutional and other investors to raise approximately GBP7.03 million before expenses. The Firm Placing is not being underwritten.

 

George Eccles, Tim Daffern and Christopher Thomas, each being a Director, are Placees in respect of 50,000, 100,000 and 375,000 Firm Placing Shares (respectively).

 

Placees who are also Shareholders will not be Qualifying Shareholders and so are not eligible to accept the Open Offer.

 

Application will be made to the London Stock Exchange for the Firm Placing Shares and the Open Offer Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 31 March 2011.

 

The Firm Placing and the Open Offer are conditional, amongst other things, on the following:

 

(A) the Placing Agreement not being terminated prior to Admission and being otherwise unconditional in all respects; and

 

(B) Admission becoming effective on or before 8.00 a.m. on 31 March 2011 (or such later date and/or time as the Company and the Joint Brokers may agree, being no later than 5.00 p.m. on 14 April 2011).

 

Details of the Open Offer

 

Alongside the Firm Placing, the Company is proposing to raise up to approximately GBP2.06 million (before expenses) pursuant to the Open Offer. The proposed Issue Price of 4 pence per Open Offer Share is the same price as the price at which the Firm Placing Shares are being issued and the same price at which the Existing Ordinary Shares being disposed of by Nicholas Bridgen and his spouse have been conditionally placed with Placees.

 

The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders (which excludes Placees) the opportunity to participate. The Open Offer is not being underwritten. The Open Offer is not conditional upon the level of applications made to subscribe under the Open Offer. If no applications to subscribe under the Open Offer are received the total amount that the Company would raise from the Fundraising (after expenses) would be reduced to approximately GBP6.6 million (US$10.5 million), being the net proceeds of the Firm Placing.

 

The Open Offer provides Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Issue Price payable in full on application and free of expenses, pro rata to their holdings of Existing Ordinary Shares as at the Record Date, on the following basis:

 

1 Open Offer Share for every 10 Existing Ordinary Shares

 

and so on in proportion for any other number of Existing Ordinary Shares then held. Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating Open Offer Entitlements.

 

The Open Offer is subject to, amongst other things, Admission of the Open Offer Shares becoming effective by 8.00 a.m. on 31 March 2011 (or such later time and/or date as the Company and the Joint Brokers may agree being no later than 5.00p.m. on 14 April 2011).

 

The Open Offer Shares will, when issued and fully paid, 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 after the date of Admission.

 

The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the basis above. Qualifying Shareholders who apply for their Open Offer Entitlement in full may also make applications in excess of their Open Offer Entitlements under the Excess Application Facility. To the extent that Open Offer Entitlements are not taken up fully by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications. To the extent that applications are received in respect of an aggregate of more than 51,608,923 Open Offer Shares, excess applications will be scaled back accordingly. However, and notwithstanding that the Directors believe currently that the City Code does not apply to the Company, excess applications will be rejected if and to the extent that the Company believes that acceptance would result in any Qualifying Shareholder, together with those acting in concert with it for the purposes of the City Code, holding 30 per cent. or more of the issued share capital immediately following Admission.

 

Qualifying Shareholders should note that the Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.

 

Settlement and dealings

 

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 31 March 2011.

 

Overseas Shareholders

 

Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares or Excess Shares pursuant to the Open Offer and should refer to the Circular.

 

Shareholder Placing

 

At the same time as the Firm Placing and the Open Offer, the Joint Brokers, as agents for Nicholas Bridgen, a non-executive Director, and his spouse, have conditionally placed a total of 1,750,000 Existing Ordinary Shares with certain institutional and other investors at the Issue Price under the Shareholder Placing. The Shareholder Placing on behalf of Mr Bridgen and his spouse is conditional upon completion of the Firm Placing. Mr Bridgen has entered into a lock-in and orderly marketing agreement with the Company and Fairfax pursuant to which he has agreed during the period of six months following completion of the Shareholder Placing not to dispose of or agree to dispose of any Ordinary Shares in which he has an interest without the consent of Fairfax (having consulted with the Company, such consent not to be unreasonably withheld or delayed) and for a further six month period not to dispose or agree to dispose of any such Ordinary Shares except, in most cases, through the Joint Brokers.

 

Current trading

 

Production

 

Production update in respect of the period from 1 October 2010 to 31 December 2010:

 
                        October   November   December   Total 
Milled tonnes (dry)     83,794    66,398     46,763     199,925 
Gold grade (g/t)        0.93      1.20       1.42       1.14 
Contained gold (gms)    78,119    83,259     66,302     227,682 
Contained gold (oz)     2,511     2,676      2,133      7,320 
Gold recovery (%)       85.2      84.2       83.7       84.4 
Recovered gold (oz)     2,359     2,268      1,864      6,491 
Recovered silver (oz)   5,035     5,076      3,451      13,562 
 
 

Processing

 

The fourth quarter of 2010 consolidated the performance of the Sekisovskoye operation as the metallurgical plant achieved good production and sustained higher levels of gold recovery. Mining activities were primarily from the main open pit, with modest amounts of ore extracted from the north pit. The phase 1 refurbishment of the two main hydraulic excavators was undertaken during the quarter, matched to ore inventory levels, so that production from the open pit mine was not hampered.

 

The performance of the metallurgical plant has been improved with recovery levels averaging 84 per cent. for the fourth quarter of 2010 and 83 per cent. in respect of 2011 to date for gold, and for silver 86 per cent. in the fourth quarter of 2010 and 84 per cent. for 2011 to date. Work is on-going to improve the grinding of the ore prior to cyanidation and to improve the dissolved oxygen levels in the cyanide circuit. With this the Company aims to improve plant recovery to a sustainable 85 per cent. to 90 per cent. recovery of both gold and silver. GBM Minerals Engineering Consultants Ltd. based in London, has been engaged to assist with the plant optimisation programme. The mined gold grade at Sekisovskoye remains erratic and is predicted to remain volatile until the open pit mine is deepened further.

 

Phase 1 winterisation of the crushing and screening plant was completed prior to the onset of the harsh winter period. This infrastructure has helped to mitigate the impact of the cold weather on plant operations. Phase 2 winterisation, combined with upgrading of the surface infrastructure will be undertaken in 2011, in conjunction with construction works associated with the underground mine project.

 

The cold continental climate has been harsh in the first quarter of 2011 and, whilst the Sekisovskoye operation has remedied the most sensitive components of the surface infrastructure, gold output is budgeted to be less during this winter period.

 

General Meeting

 

For the purposes of effecting the Fundraising, the Resolution will be proposed at the General Meeting. The Notice of General Meeting will be posted to Shareholders today with the Circular and the full text of the Resolution is set out in that notice. The General Meeting is to be held at the offices of Fairfax I.S. PLC at 46 Berkeley Square, Mayfair, London W1J 5AT at 10.30 a.m. on 30 March 2011. Implementation of the Firm Placing and the Open Offer is conditional, amongst other things, on Shareholders passing the Resolution. If Shareholders do not pass the Resolution, none of the Firm Placing, the Open Offer or the Shareholder Placing will proceed.

 

The Company has received irrevocable undertakings from certain Directors who are Shareholders holding, in aggregate, 93,596,302 Existing Ordinary Shares representing approximately 18.14 per cent. of the Existing Ordinary Shares, to vote in favour of the Resolution.

 

Recommendation

 

The Directors consider that the Fundraising is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as certain Directors intend to do in respect of, in aggregate, 93,596,302 Existing Ordinary Shares, representing approximately 18.14 per cent. of the Company's existing issued share capital.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
Record Date for entitlement to                      6.00 p.m. on 11 March 
participate in the Open Offer 
Announcement of Fundraising                         7.00 a.m. on 14 March 
Existing Ordinary Shares marked 'ex-entitlement'    8.00 a.m. on 14 March 
by the London Stock  Exchange 
Publication and posting of                          14 March 
the Circular, Application 
Form (where  relevant) and Form of Proxy 
Open Offer Entitlements and Excess CREST            8.00 a.m. on 15 March 
Open Offer Entitlements  credited 
to stock accounts in CREST of Qualifying 
CREST Shareholders 
Recommended latest time for requesting              4.30 p.m. on 22 March 
withdrawal of Open Offer 
Entitlements and Excess CREST Open 
Offer Entitlements from CREST 
Latest time for depositing Open                     3.00 p.m. on 24 March 
Offer Entitlements and 
Excess CREST  Open Offer Entitlements into CREST 
Latest time and date for splitting of Application   3.00 p.m. on 25 March 
Forms (to satisfybona  fidemarket claims only) 
Latest time and date for return of Forms of Proxy   10.30 a.m. on 28 March 
Latest time and date for receipt of completed       11.00 a.m. on 29 March 
Application Forms  and payment in full 
under the Open Offer or settlement of relevant 
CREST instruction (as appropriate) 
General Meeting                                     10.30 a.m. on 30 March 
Admission and commencement of dealings              8.00 a.m. on 31 March 
in New Ordinary Shares 
New Ordinary Shares credited to CREST               31 March 
stock accounts in respect 
of  the New Ordinary Shares 
in uncertificated form 
Despatch of definitive share certificates for       by 7 April 
New Ordinary Shares in  certificated form 
 
 

DEFINITIONS

 

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

 
Act                                     the Companies Act 2006; 
Admission                               the admission of the Firm Placing Shares and the Open Offer Shares  (as the case may 
                                        be) to trading on the AIM becoming effective in  accordance with the AIM Rules; 
AIM                                     the AIM market operated by the London Stock Exchange; 
Ambrian                                 Ambrian Partners Limited, financial adviser and joint broker 
                                        to the  Company in connection with the Fundraising; 
Application Form                        the personalised application form on which Qualifying non-CREST  Shareholders (other than 
                                        certain Overseas Shareholders) may apply  for Open Offer Shares under the Open Offer; 
Australia                               the Commonwealth of Australia, its states, territories and  possessions; 
Canada                                  Canada, its provinces and territories and all areas subject to 
                                        its  jurisdiction and any political sub-divisions thereof; 
Circular                                the circular posted to Qualifying Shareholders dated 14 March 2011; 
City Code                               the City Code on Takeovers and Mergers in the United Kingdom; 
certificatedorcertificated form         in relation to an Ordinary Share, title to which is recorded in the  relevant register 
                                        of Ordinary Shares as being held in certificated  from (that is, not in CREST); 
Closing Price                           the closing middle market quotation of a share as derived from the  AIM 
                                        Appendix to the Daily Official List of the London Stock Exchange; 
CompanyorHambledon Mining               Hambledon Mining plc; 
CREST                                   the relevant system (as defined in the CREST Regulations) in respect  of which 
                                        Euroclear is the Operator (as defined in the CREST Regulations); 
DirectorsorBoard                        the directors of the Company whose names appear on page 1 of the  Circular; 
Enlarged Share Capital                  the issued ordinary share capital of the Company immediately  following Admission; 
EU                                      the European Union; 
Euroclear                               Euroclear UK & Ireland Limited, the operator of CREST (formerly  known as CRESTCo Limited); 
Ex-entitlement Date                     14 March 2011; 
Excess Application Facility             the arrangement pursuant to which Qualifying Shareholders may apply 
                                        for Open Offer Shares in excess of their Open Offer Entitlements; 
Excess CREST Open Offer                 in respect of each Qualifying CREST Shareholder, the entitlement 
Entitlements                            to  apply for Open Offer Shares in addition 
                                        to his Open Offer  Entitlement credited to his stock account 
                                        in CREST, pursuant to the  Excess Application 
                                        Facility, which is conditional, amongst other  things, on him taking up his Open Offer Entitlement in 
                                        full and  which may be subject to scaling back in accordance with the  provisions of the Circular; 
Excess Open Offer                       in respect of each Qualifying non-CREST Shareholder, the entitlement  to apply for Open Offer Shares 
Entitlements                            in addition to his Open Offer  Entitlement pursuant to the Excess Application Facility, which 
                                        is  conditional, amongst other things, on him taking up his Open Offer  Entitlement in full and 
                                        which may be subject to scaling back in  accordance with the provisions of the Circular; 
Excess Shares                           the Open Offer Shares for which Qualifying Shareholders may apply in  excess 
                                        of their Open Offer Entitlement through the Excess  Application Facility; 
Existing Ordinary Shares                the 516,089,233 Ordinary Shares in issue at the date of the Circular; 
Fairfax                                 Fairfax I.S. PLC, nominated adviser and joint broker to the Company; 
Firm Placing                            the conditional allotment at the Issue Price of the Firm Placing 
                                        Shares to the Placees further described in the Circular; 
Firm Placing Shares                     the 175,720,950 New Ordinary Shares to be issued pursuant to the  Firm Placing; 
Form of Proxy                           the form of proxy sent to Shareholders with the Circular 
                                        for use in  connection with the General Meeting; 
FSA                                     the Financial Services Authority; 
Fundraising                             together, the Firm Placing and the Open Offer; 
FSMA                                    the Financial Services and Markets Act 2000; 
General MeetingorGM                     the general meeting of the Company convened for 10.30 a.m. on 30  March 
                                        2011, notice of which is set out at the end of the Circular; 
Group                                   the Company and its subsidiaries; 
Hambledon Mining Options                the options to subscribe for Ordinary Shares currently granted to  certain existing Directors, 
                                        one former director of the Company and  certain members of senior management of the Company; 
ISIN                                    International Securities Identification Number; 
Issue Price                             4 pence per New Ordinary Share; 
Joint Brokers                           Fairfax and Ambrian; 
Kazakhstan                              the Republic of Kazakhstan; 
Lock-in Agreement                       the agreement between the Company, Nicholas Bridgen and Fairfax 
                                        which is summarised in paragraph 3 of Part V of the Circular; 
London Stock Exchange                   London Stock Exchange plc; 
Maximum Enlarged Share Capital          the Enlarged Share Capital assuming full take up under the Open 
                                        Offer and after the issue of the Firm Placing Shares; 
member account ID                       the identification code or number attached to any member account in  CREST; 
New Ordinary Shares                     up to 227,329,873 new Ordinary Shares to be created pursuant to the  Firm Placing 
                                        and the Open Offer, being the Firm Placing Shares and  the Open Offer Shares; 
Notice of GM                            the notice convening the General Meeting set out at the end of the  Circular; 
Official List                           the Official List of the UK Listing Authority; 
Open Offer                              the conditional offer made by the Company to Qualifying Shareholders 
                                        inviting them to apply to subscribe for the Open 
                                        Offer Shares on the  terms and conditions set out in the 
                                        Circular and, where relevant, in  the Application Form; 
Open Offer Entitlements                 thepro rataentitlement of Qualifying Shareholders to  subscribe for 1 Open Offer Share 
                                        for every 10 Existing Ordinary  Shares registered in their name as at the Record Date; 
Open Offer Shares                       up to a maximum of 51,608,923 new Ordinary Shares to be offered to  Qualifying Shareholders 
                                        by the Company as referred to in the  Circular pursuant to the Open Offer; 
Ordinary Shares                         ordinary shares of 0.1p each in the capital of the Company; 
Overseas Shareholders                   Shareholders with registered addresses outside of the 
                                        United Kingdom  or who are citizens of, incorporated 
                                        in, registered in or otherwise  resident in, countries outside the United Kingdom; 
Placees                                 investors in the Firm Placing and/or the Shareholder Placing; 
Placing Agreement                       the conditional agreement dated 14 March 2011 between the Company, 
                                        Fairfax, Ambrian and Nicholas Bridgen relating to 
                                        the Firm Placing  and Shareholder Placing, a summary of which 
                                        is set out in paragraph  3 of Part V of the Circular; 
Qualifying CREST Shareholders           Qualifying Shareholders holding Existing Ordinary Shares which, on  the register 
                                        of members of the Company on the Record Date, are in  uncertificated form; 
Qualifying non-CREST Shareholders       Qualifying Shareholders holding Existing Ordinary Shares which, on  the register 
                                        of members of the Company on the Record Date, are in  certificated form; 
Qualifying Shareholders                 Shareholders whose names appear on the register of members of the  Company on the Record 
                                        Date as holders of Existing Ordinary Shares  and who are eligible to be offered 
                                        Open Offer Shares under the Open  Offer in accordance with the terms and conditions 
                                        set out in the  Circular other than any such Shareholder who is a Placee; 
Receiving Agent or                      Neville Registrars Limited; 
Registrars 
Record Date                             the record date for the Open Offer, being 6.00 p.m. on 11 March 2011; 
Resolution                              the resolution set out in the Notice of GM; 
Restricted Jurisdictions                the United States, Australia, Canada, Japan and any other  jurisdiction where the 
                                        extension or availability of the Open Offer  would breach any applicable law; 
Securities Act                          the US Securities Act of 1933, as amended; 
Shareholder Placing                     the conditional placing by the Joint Brokers, as agents on behalf 
                                        of  Nicholas Bridgen, a non-executive director of the Company, 
                                        and his  spouse, of 1,750,000 Existing Ordinary Shares with certain 
                                        institutional and other investors at the Issue Price; 
Shareholders                            a person recorded as a holder of Ordinary Shares in the Company's  register of members; 
stock account                           an account within a member account in CREST to which a holding 
                                        of a  particular share or other security in CREST is credited; 
TOO Sekisovskoye                        Tovarischesto Ogranichennoy Otvetsvennostyu "Gornorudnoe Predpriatie  Sekisovskoye" Kompanii 
                                        Hambledon Limited, which is a wholly owned  entity of the Company, registered in Kazakhstan; 
UK or United Kingdom                    the United Kingdom of Great Britain and Northern Ireland its  territories and dependencies; 
uncertificated or uncertificated form   recorded on the relevant register or other record of the share 
                                        or  other security confirmed as being held in uncertificated 
                                        form in  CREST and title to which, by virtue of the CREST 
                                        Regulations, may be  transferred by way of CREST; 
US or United States                     the United States of America, its territories and possessions, any 
                                        state of the United States and the District of Columbia; and 
VAT                                     UK value added tax. 
 
 
 
 
 
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