TIDMTIR
RNS Number : 0664W
Tiger Resource Finance PLC
09 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR ANY OTHER JURISDICTIONN WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Tiger Resource Finance PLC or other evaluation of any
securities of Tiger Resource Finance PLC or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities.
9 November 2017
TIGER RESOURCE FINANCE PLC
(the "Company")
Open Offer of up to 121,407,148 New Ordinary Shares
at 0.35 pence per New Ordinary Share
The Company is pleased to announce that it proposes to undertake
an open offer ("Open Offer") to raise up to approximately
GBP424,900 (before expenses), through the issue of new ordinary
shares in the Company ("New Ordinary Shares") at an issue price of
0.35 pence per New Ordinary Share.
The Company will be posting an Open Offer circular (the
"Circular") to shareholders in the Company ("Shareholders")
shortly, and will make a further announcement at that stage.
Background to and reasons for the Open Offer and use of
proceeds
At the last annual general meeting of the Company held on 22
June 2017 ("AGM"), the shareholders granted the Directors the
authorities to allot, without pre-emption, up to 142,831,939
ordinary shares in the Company ("Ordinary Shares"). Since the AGM,
the Directors have not exercised the authority to allot any
Ordinary Shares, and therefore the full 142,831,939 remains
available to the Directors to allot. The Directors intend to use
the existing authorities to allot the New Ordinary Shares pursuant
to the Open Offer and consequently will not be calling a general
meeting of the Company in order to implement the Open Offer.
The Directors intend to use the proceeds of the Open Offer
to:
-- provide working capital; and
-- make investments in the natural resource sector under the Company's investing policy.
Colin Bird, Chairman reports: "The commodities cycle bottomed
out in January 2016 and the under investment in exploration
projects has resulted in commodity price increases over the last 18
months. The Board feels positive in relation to metal demand going
forward, with strong fundamentals anticipated for base metals
particularly in the case of Copper and Zinc.
We feel that the foreseeable future will generate a better
business environment for the resource sector and we intend to
deploy resources to capture opportunities whose fundamentals match
our criteria for recovery. We feel, more than ever, that now is the
time to extend our strategy of active participation in companies
with good assets, whose direction has been interrupted by the
volatile funding environment over the last few years".
Principal terms of the Open Offer
The Board considers it important that qualifying Shareholders
("Qualifying Shareholders") have the opportunity to participate in
the fundraising, and the Directors have concluded that the Open
Offer is the most suitable option available to the Company and its
Shareholders.
The Open Offer provides an opportunity for all Qualifying
Shareholders to participate in the fundraising by both subscribing
for their respective basic entitlements ("Basic Entitlements") and
by subscribing for excess shares ("Excess Shares") under the excess
application facility ("Excess Application Facility"), subject to
availability.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for
0.85 Open Offer Shares for every 1 existing Ordinary Share
("Existing Ordinary Share")
held on the record date as set out in the Circular ("Record
Date").
Whilst the Company has the authority to issue shares on a 1 for
1 basis, the Board has considered it prudent to retain some ability
to issue shares and hence the ratio set out above.
The Open Offer will raise gross proceeds of up to approximately
GBP424,900, assuming full take-up.
The issue price of 0.35 pence per share ("Issue Price")
represents a 43.5 per cent. discount to the closing price of 0.62
pence per Ordinary Share on the latest practicable date prior to
publication of the Circular.
Basic Entitlement
Qualifying Shareholders are invited, on and subject to the terms
and conditions of the Open Offer, to apply for any number of New
Ordinary Shares offered under the Open Offer (subject to the limit
on the number of Excess Shares that can be applied for using the
Excess Application Facility) at the Issue Price. Qualifying
Shareholders have a Basic Entitlement of:
0.85 Open Offer Shares for every 1 Existing Ordinary Share
registered in the name of the relevant Qualifying Shareholder on
the Record Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to New
Ordinary Shares offered under the Open Offer will be disregarded in
calculating Basic Entitlements and will be aggregated and made
available to Qualifying Shareholders under the Excess Application
Facility.
The aggregate number of Open Offer Shares available for
subscription pursuant to the Open Offer will not exceed 121,407,148
New Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect
of all of the Open Offer Shares under the Open Offer, unallocated
Open Offer Shares will be allotted to Qualifying Shareholders to
meet any valid applications under the Excess Application Facility
provided always that the applications meet the qualifying criteria
set in the Circular ("Qualifying Criteria"). If the applications
for New Ordinary Shares exceed 121,407,148 New Ordinary Shares then
applications will be scaled down at the Directors' absolute
discretion.
Excess Application Facility
Subject to availability and assuming that Qualifying
Shareholders have accepted their Basic Entitlement in full, the
Excess Application Facility enables Qualifying Shareholders to
apply for any whole number of Excess Shares in addition to their
Basic Entitlement up to an amount equal to the total number of Open
Offer Shares available under the Open Offer less an amount equal to
a Qualifying Shareholder's Basic Entitlement, subject always to the
qualifying criteria.
Intentions of the Directors in relation to the Open Offer
The following participants intend to subscribe for at least the
number of New Ordinary Shares to be offered under the Open Offer as
set out below, being their respective Basic Entitlements:
Participant Number of Open Offer
Shares
Colin Bird 7,135,750
Michael H Nolan 1,117,750
Raju Samtani 425,000
The Directors may also subscribe for further shares under the
Excess Application Facility.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information please contact:
Tiger Resource Finance Plc
Raju Samtani, Director Tel: +44 (0)207 581 4477
Beaumont Cornish (Nominated Adviser) Tel: +44 (0) 207 628 3396
Roland Cornish/ Felicity Geidt
Beaufort Securities Limited (Joint Broker)
Jon Belliss Tel: +44 (0)207 382 8300
This information is provided by RNS
The company news service from the London Stock Exchange
END
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