Serabi (AIM: SRB) (TSX: SBI), the Brazilian focused gold
exploration and development company, today announces that the
resolution to approve a waiver of an obligation under Rule 9 of the
City Code on Takeovers and Mergers (the "
Waiver") in respect of the conditional subscription by
Fratelli Investments Limited and parties acting in concert with it
(the "
Concert Party") was duly approved today
by Independent Shareholders via a poll at the General Meeting.
On 1 October 2012, the Company entered into a conditional
subscription agreement with Fratelli Investments to subscribe for
and underwrite a placement of new Ordinary Shares to raise £ 16.2
million to finance the development and start-up of underground
mining operations at its Palito Gold project. The investment by
Fratelli Investments took the form of:
(a) A subscription for 90,403,000 new Ordinary Shares at the
Subscription Price of 6 pence per new Ordinary Share; and (b) A
conditional subscription for up to a further 179,597,000 new
Ordinary Shares at a subscription price of 6 pence per new Ordinary
Share, such number to be reduced by any subscriptions for new
Ordinary Shares from third party investors.
The Company is finalising the subscriptions by third party
subscribers and expects to announce the results of the subscription
and the new Ordinary Shares to be subscribed by Fratelli
Investments pursuant to the conditional subscription on 17 January
2013.
For the purposes of the Takeover Code, Fratelli Investments
together with its Connected Persons and other persons acting in
concert with it, full details of whom are set out in the Document,
form the Concert Party. The Concert Party is currently beneficially
interested in 19,257,317 Ordinary Shares, representing
approximately 21.1 per cent. of the Existing Ordinary Share
Capital. Immediately following completion of the Subscription, the
minimum and maximum interests of the Concert Party are set out
below:
Maximum
Minimum Interest in
Minimum Maximum Interest in the Second
Interest in Interest in Diluted Diluted
Enlarged Enlarged Enlarged Enlarged
Ordinary Ordinary Ordinary Ordinary
Share Share Share Share
Capital on Capital on Capital on Capital on
Concert Party Member Completion Completion Completion Completion
----------- ----------- ----------- -----------
(Notes 3,6) (Notes 3,7) (Notes 4,6) (Notes 5,7)
----------- ----------- ----------- -----------
Fratelli Investments
Limited (Note 1) 29.90% 79.61% 33.60% 79.69%
Piero Solari Donaggio
(Note 2) - - - -
Sandro Solari Donaggio
(Note 2) - - - -
Carlo Solari Donaggio
(Note 2) - - - -
Nicolas Bañados (Note 8) 0.44% 0.44% 0.48% 0.50%
Jorge Arancibia Pascal
(Note 9) 0.01% 0.01% 0.01% 0.01%
Total 30.35% 80.07% 34.08% 80.20%
----------- ----------- ----------- -----------
Note 1 Fratelli Investments Limited is a 99.9 per cent. owned subsidiary of
Inversiones Menevado Dos Limitada which is itself a 99.97 per cent.
owned subsidiary of Inversiones Menevado Limitada which is itself a
96.92 per cent. owned subsidiary of Inversiones Megeve Capital
Limitada. The shareholders of Inversiones Megeve Capital Limitada
comprise Asesorias e Inversiones Barolo Limitada, which is controlled
by Piero Solari Donaggio and his dependants, Asesorias e Inversiones
Brunello Limitada, which is controlled by Sandro Solari Donaggio and
his dependants and Asesorias e Inversiones Sangiovese Limitada, which
is controlled by Carlo Solari Donaggio and his dependants. Further
details are set out below in paragraph 3 of Part B of Part II of the
Document.
Note 2 Piero Solari Donaggio, Sandro Solari Donaggio and Carlo Solari
Donaggio are the sole directors and the ultimate beneficial
shareholders of Fratelli Investments.
Note 3 The Enlarged Ordinary Share Capital comprises the Existing Ordinary
Shares and the Subscription Shares.
Note 4 The Diluted Enlarged Ordinary Share Capital comprises the Existing
Ordinary Shares, the Subscription Shares, the new Ordinary Shares
issued on exercise of the Existing Warrants and the new Ordinary
Shares issued on exercise of the New Warrants.
Note 5 The Second Diluted Enlarged Ordinary Share Capital comprises the
Existing Ordinary Shares, the Subscription Shares and the new
Ordinary Shares issued on exercise of the Existing Warrants.
Note 6 Assumes that third parties subscribe for all the Third Party Shares
and that Fratelli Investments subscribes for the Minimum Subscription
and receives the maximum number of New Warrants as an underwriting
fee.
Note 7 Assumes that there are no third party subscribers for the
Subscription Shares and Fratelli Investments therefore subscribes for
all the Subscription Shares issued by the Company pursuant to the
Subscription Agreement.
Note 8 Nicolas Banados, an attorney-in-fact of Fratelli Investments,
directly owns 144,282 Ordinary Shares. In addition, Nicolas Banados
is the beneficial owner of 50 per cent. of the share capital of
Asesorias e Inversiones Asturias Limitada which beneficially owns 25
per cent. of the units in Fondo de Inversion Privado Santa Monica.
Asesorias e Inversiones Asturias Limitada is interested in 159,665
Ordinary Shares and Fondo de Inversion Privado Santa Monica is
interested in 1,300,000 Ordinary Shares and 216,666 Existing
Warrants. Accordingly, Nicolas Banados is interested in aggregate,
directly and indirectly, in 1,603,947 Ordinary Shares and 216,666
Existing Warrants.
Note 9 Jorge Arancibia Pascal, an attorney-in-fact of Fratelli Investments,
is the beneficial owner of 85 per cent. of the share capital of
Asesorias e Inversiones Hipa Limitada which is interested in 37,370
Ordinary Shares.
Full details of the Concert Party's interest were set out in
Part A of Part II of the Document.
If on Completion of the Subscription the
Concert Party holds less than 50 per cent. of the Company's voting
share capital but more than 30 per cent., any further increases in
the Concert Party's interests in Ordinary Shares following
Completion will be subject to the provisions of Rule 9.
If however, on Completion of the Subscription
the Concert Party holds more than 50 per cent. of the Company's
voting share capital, the Concert Party may be able to increase its
aggregate shareholding in the Company without incurring any
obligation under Rule 9 to make a general offer to the Company's
other Shareholders. Under the Takeover Code, whilst each member of
the Concert Party continues to be treated as acting in concert,
each member will be able to increase further his respective
percentage shareholding in the voting rights of the Company without
incurring an obligation under Rule 9 to make a general offer to
Shareholders to acquire the entire issued share capital of the
Company. However, individual members of the Concert Party will not
be able to increase their percentage shareholding through or
between a Rule 9 threshold, without the consent of the
Panel.
A further announcement will be made in due course on completion
of the Subscription.
Enquiries:
Serabi Gold plc
Michael Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830
Finance Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com
Website:
http://www.serabigold.com/
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Fox Davies Capital Ltd
UK Broker
Simon Leathers Tel: +44 (0)20 3463 5010
Jonathan Evans Tel: +44 (0)20 3463 5010
Blythe Weigh Communications Ltd
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Rob Kellner Tel: +44 (0)20 7138 3204
Copies of this release are available from the Company's website
at www.serabigold.com.
Neither the Toronto Stock Exchange, nor any other securities
regulatory authority, has approved or disapproved of the contents
of this news release.
APPENDIX 1
DEFINITIONS
The following words and expressions apply throughout this announcement
unless the context requires otherwise:
"City Code" or "Takeover Code" the City Code on Takeovers and Mergers, as
updated from time to time
"Company" or "Serabi" Serabi Gold plc
"Completion" the Subscription being completed and
Admission taking place
"Concert Party" Fratelli Investments Limited, its Connected
Persons and other persons acting in concert
with it, as described in Part II of the
Document
"Diluted Enlarged Ordinary 381,715,728 Ordinary Shares comprising the
Share Capital" Existing Ordinary Shares, the Subscription
Shares, 2,487,499 new Ordinary Shares to be
issued on full exercise of the Existing
Warrants and 17,959,700 new Ordinary Shares
to be issued on full exercise of the New
Warrants
"Document" the circular to Shareholders dated 11
December 2012 in relation to the proposals
including the notice of General Meeting
"Enlarged Ordinary Share the issued equity share capital of the
Capital" Company immediately following Admission
comprising the Existing Ordinary Share and
the Subscription Shares
"Existing Ordinary Shares" the existing 91,268,529 issued Ordinary
Shares as at the date of this announcement
and the Document
"Existing Ordinary Share the issued equity share capital of the
Capital" Company as at the date of this announcement
and the Document
"Existing Warrants" the existing 2,487,499 warrants to
subscribe for new Ordinary Shares owned by
Fratelli Investments and Fondo de Inversion
Privado Santa Monica as at the date of the
Document
"Fratelli Investments" Fratelli Investments Limited, a company
registered in the Bahamas with registered
number 136,354 B
"General Meeting" the general meeting of the Company convened
for 10.00 a.m. on 16 January 2013, the
notice convening which was set out at the
end of the Document
"New Warrants" up to 17,959,700 new Warrants to subscribe
for new Ordinary Shares at a price of 10
pence per Ordinary Shares to be issued to
Fratelli Investments pursuant to the
Subscription Agreement
"Ordinary Shares" the ordinary shares of 5 pence each in the
capital of the Company
"Panel" Panel on Takeover and Mergers
"Rule 9" Rule 9 of the Takeover Code
"Rule 9 Offer" the requirement for a general offer to be
made in accordance with Rule 9
"Second Diluted Enlarged 363,756,028 Ordinary Shares comprising the
Ordinary Share Capital" Existing Ordinary Shares, the Subscription
Shares and 2,487,499 new Ordinary Shares to
be issued on exercise of the Existing
Warrants
"Shareholders" Person(s) who is/are registered holder(s)
of Ordinary Shares from time to time
"Subscription" the conditional subscription by Fratelli
Investments to subscribe for and underwrite
a placement of up to 270,000,000 new
Ordinary Shares, further details of which
are set out in Part I of the Document
"Subscription Agreement" the agreement dated 1 October 2012 between
(1) the Company and (2) Fratelli
Investments, further details of which are
contained in Part IV of the Document
"Subscription Price" 6 pence per Subscription Share
"Subscription Shares" "Third 270,000,000 new Ordinary Shares to be
Party Shares" issued pursuant to the Subscription
Agreement
up to 179,597,000 Subscription Shares
available for subscription by third party
investors
"Waiver" the waiver granted by the Panel (subject to
the passing of the Whitewash Resolution) in
respect of the obligation of the Concert
Party to make a mandatory offer for the
entire issued share capital of the Company
not already held by the Concert Party which
might otherwise be imposed on the Concert
Party under Rule 9 of the Takeover Code as
a result of the issue of Subscription
Shares under the Subscription, as more
particularly described in paragraph 7 of
Part I of the Document
"Warrants" the warrants to subscribe for new Ordinary
Shares further details of which are set out
in paragraph 2.5 of Part IV of the Document
Enquiries: Serabi Gold plc Michael Hodgson Tel: +44
(0)20 7246 6830 Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830 Finance Director Mobile: +44
(0)7710 151692 Email: contact@serabigold.com Website:
www.serabigold.com Beaumont Cornish Limited Nominated
Adviser Roland Cornish Tel: +44 (0)20 7628 3396 Michael
Cornish Tel: +44 (0)20 7628 3396 Fox Davies Capital Ltd UK
Broker Simon Leathers Tel: +44 (0)20 3463 5010 Jonathan Evans Tel:
+44 (0)20 3463 5010 Blythe Weigh Communications Ltd Public
Relations Tim Blythe Tel: +44 (0)20 7138 3204 Rob Kellner
Tel: +44 (0)20 7138 3204
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