TIDMCRND
RNS Number : 4021A
Central Rand Gold Limited
07 June 2016
Central Rand Gold Limited
(Incorporated as a company with limited liability
under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited
liability under the laws of South Africa,
Registration number 2007/0192231/10)
ISIN: GG00B92NXM24
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the "Company")
----------------------------------------------------
UP TO US$4 MILLION BRIDGE FUNDING FACILITY WITH
BERGEN GLOBAL
ADDITIONAL SUBSCRIPTION TO RAISE US$200,000
----------------------------------------------------
The Board of Directors ("the Board") of Central Rand Gold ("CRG"
or the "Company") is pleased to announce the entry into the
following bridge funding facility and equity subscription, in
addition to the operational, corporate and financial update as
separately announced today.
Highlights:
-- Investment of up to US$4 million zero coupon convertible
securities, comprising of an initial tranche of US$598,000 with the
ability for up to an additional US$3.5 million to be provided by
mutual consent.
-- Funding provided by New York based fund, Bergen Global
Opportunity Fund, LP, an institutional investor.
-- Staged funding potentially minimises dilution to existing shareholders.
-- A number of contractual limitations on Bergen's exit have
been agreed to between Bergen and the Company, e.g. no short
selling of CRG shares is permitted, and Bergen has agreed limits to
the number of shares it is permitted to sell when it exits its
investment.
-- Concurrent subscription to raise US$200,000 at a premium with two high net worth individuals
-- Proceeds to be used for general working capital purposes and
capital improvements to the Company's milling circuit
Bergen Bridge Funding
The Company announces that it has entered into a convertible
securities issuance deed (the "Agreement") with Bergen Global
Opportunity Fund, LP ("Bergen"), an institutional investment fund
managed by Bergen Asset Management, LLC, a New York asset
management firm, in connection with an issuance by the Company of
zero coupon convertible securities having a nominal amount of up to
US$4,098,000 (the "Convertible Securities").
The Convertible Securities will (subject to the satisfaction of
certain customary conditions) be issued in tranches and the Company
will make an announcement of the issue of each Convertible
Security. The initial Convertible Security will have the nominal
value of US$598,000 and will be issued shortly. Any subsequent
Convertible Securities will be issued at a time agreed between the
Company and Bergen and will be purchased at their nominal value.
The aggregate nominal value of any subsequent Convertible
Securities issued will be determined by mutual consent of the
Company and Bergen but will not exceed US$3,500,000.
Each of the Convertible Securities will have a term of 24
months.
The Convertible Securities will (subject to the satisfaction of
certain customary conditions) be convertible into ordinary shares
of the Company (the "Shares"), in whole or in part, at the option
of Bergen. The Company will make an announcement each time any
Convertible Securities are converted in whole or in part and will
specify in such announcement the relevant conversion price, which
will be, at Bergen's election: (a) 90% of the average of five daily
volume-weighted average prices of the Shares on AIM during a
specified period preceding the relevant conversion and (b)
GBP0.0372.
The Investor has agreed to certain limitations on its ability to
dispose of the Shares following a conversion of the Convertible
Securities. Further, Bergen does not, and has contractually agreed
not to, and to cause its affiliates not to, short-sell the
Company's shares.
In connection with the Agreement:
(A) the Company has issued to Bergen 3,785,513 Shares by way of
a commencement fee in relation to the overall funding. The Company
has applied for admission of these Shares to trading on AIM, and
this is expected to become effective on or about 10 June 2016;
(B) the Company has issued to Bergen 2,800,000 Shares at par.
The Company has applied for admission of these Shares to trading on
AIM, and this is expected to become effective on or about 10 June
2016. Bergen may be required to make a further payment to the
Company once all of the obligations of the Company under the
Agreement have been finally met and no amount remains outstanding
to Bergen, depending on the price of Shares at such time; and
(C) (C) the Company has agreed that it will issue 4,800,000
warrants with an exercise period of 36 months from the date of
issue (the "Warrants") to Bergen entitling Bergen (or any
subsequent holder of the Warrants) to subscribe for one Share per
Warrant at the exercise price equal to GBP0.0372.
The Convertible Securities will only be issued to the extent
that the Company has corporate authority to do so and in accordance
with other applicable rules and regulations.
Applications will be made to the London Stock Exchange for any
Shares issued and allotted on exercise of the Warrants or
conversion of the Convertible Securities to be admitted to trading
on AIM.
The proceeds for the issue of the Shares and the Convertible
Securities will be used by the Company for general working capital
purposes and capital improvements to the Company's milling
circuit.
Subscription
In addition, the Company has today undertaken a subscription to
raise US$200,000 through the subscription of 4,620,005 new ordinary
shares (the "Subscription Shares) at an issue price of 3.0 pence
per ordinary share (the "Issue Price") (the "Subscription"). The
Subscription Shares have been conditionally subscribed for by two
high net worth individuals including an existing shareholder. The
investors are not related to Bergen. The Issue Price represents a
premium of approximately 20% per cent. to the closing price of 2.50
pence per ordinary share on 6 June 2016.
The Subscription Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where
it would be unlawful to do so.
The Subscription Shares will, when issued and fully paid, rank
pari passu with the existing ordinary shares, including the right
to receive all dividends and other distributions declared, made or
paid after the date of admission. No temporary documents of title
will be issued.
The Subscription Shares have been allotted by the Company,
conditional only upon Admission. Application will be made to the
London Stock Exchange and to the JSE Limited ("JSE") for the
Subscription Shares to be admitted to trading on AIM and AltX. It
is expected that Admission will become effective and that dealings
will commence on AIM at 8.00 a.m. (UK time) and on AltX at 9.00
a.m. (South African time) on 10 June 2016 ("Admission").
Following the issue of the 6,585,513 Ordinary Shares to Bergen
and the 4,620,005 Subscription Shares, the Company will have
141,400,341 Shares in issue with each Share carrying the right to
one vote. There are no Shares currently held in treasury. The total
number of voting rights in the Company is therefore 141,400,341 and
this figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the Company
under the Disclosure Rules and Transparency Rules published by the
United Kingdom Listing Authority.
For further information, please contact:
Central Rand Gold +27 (0) 87 310 4400
Lola Trollip / Nathan Taylor
Panmure Gordon (UK) Limited - Nominated Adviser & Broker +44
(0) 20 7886 2977
Adam James / James Greenwood
Merchantec Capital - JSE Sponsor +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Jenni Newman Public Relations Proprietary Limited +27 (0) 11 506
735
Jenni Newman
Johannesburg
7 June 2016
Sponsor
Merchantec Capital
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKODNPBKKFAK
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June 07, 2016 02:01 ET (06:01 GMT)
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