/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
PERTH, Australia, May 15, 2012 /CNW/ - Mirabela Nickel Ltd (TSX: MNB, ASX: MBN)("Mirabela" or the "Company") has today launched an Offer to raise up to approximately A$120m through a Strategic Placement to Resource Capital Fund V L.P. ("RCFV") and an accelerated pro-rata non-renounceable entitlement offer (together the "Offer").
The Offer will consist of:
- A Strategic Placement to RCFV to raise approximately A$20 million at a fixed price of A$0.40 per share ("Strategic Placement"), a premium of approximately 18% to the last close on the ASX on Monday, 14 May 2012 of A$0.34; and
- 8 for 13 accelerated pro-rata non-renounceable entitlement offer to all eligible shareholders to raise up to approximately A$100 million at a fixed price of A$0.30 (C$0.302) ("Offer Price") per new share ("Entitlement Offer").
RCFV has committed to subscribe for its pro-rata entitlements (post the Strategic Placement) under the Entitlement Offer. In addition, RCFV has committed to subscribe for further shares in the event of a shortfall of subscriptions by existing shareholders up to a maximum total investment of US$40 million under both the Strategic Placement and Entitlement Offer.
The funds raised under the Offer will be used to strengthen Mirabela's balance sheet, for general working capital purposes and to increase the company's financial flexibility. The Offer Price represents an 11.8% discount to the closing price of the Company's shares on the ASX on 14 May 2012 and an 8.6% discount to TERP1.
Shares issued under the Offer will rank equally with existing shares in Mirabela. Entitlements not taken up in the institutional component of the Entitlement Offer will be placed to institutional investors by way of an institutional bookbuild at the same price as the Entitlement Offer.
Completion of the Offer is subject to receipt of conditional listing approval from the TSX. In Canada, the Offer will only be open to shareholders that are accredited investors as defined under NI 45-106 in Canada. The Retail Entitlement Offer will not be open to residents of Canada.
Macquarie Capital (Australia) Limited is acting as Sole Lead Manager and Global Bookrunner to the Offer.
- The theoretical market price for shares in Mirabela immediately following the Offer assuming the Entitlement Offer is fully subscribed and all shares are placed, based on the closing price of a share in Mirabela on 14 May 2012, and including the Strategic Placement.
- At an AUD/CAD exchange rate of 1.00 as at 14 May 2012
|The key dates for the Entitlement Offer are:|
|Launch of Entitlement Offer||Tuesday, 15 May 2012|
|Institutional Offer and Bookbuild||Tuesday, 15 May 2012|
|Settlement of Strategic Placement to RCFV||Thursday, 17 May 2012|
|Entitlement Offer Record Date||7.00pm (AEST) on Friday, 18 May 2012|
|Retail Offer Opening Date||Monday, 21 May 2012|
|Institutional Entitlement Offer Settlement Date||Monday, 28 May 2012|
|Shares Commence Trading (Institutional Offer)||Tuesday, 29 May 2012|
|Retail Entitlement Offer Closing Date||Monday, 4 June 2012|
|Retail Entitlement Offer Settlement Date||Friday, 8 June 2012|
|Shares Commence Trading (Retail Offer)||Wednesday, 13 June 2012|
|Despatch of Holding Statements to Retail Shareholders||Friday, 15 June 2012|
This timetable is indicative only and may change, subject to the requirements of the ASX Listing Rules and the Corporations Act 2001 (Cth). Mirabela reserves the right to change these dates without prior notice. All references to time are to Australian Eastern Standard Time (AEST).
About Resource Capital Fund Management LLC ("RCF")
RCF is a mining focused investment advisor mandated to make investments exclusively in the mining sector. RCF was established in 1998 with offices in Denver, New York, Perth and Toronto.
RCF engage in an extensive due diligence process and look to invest only in companies of high quality with good assets that create sustainable long term value for all stakeholders. With strong technical and commercial expertise RCF play a proactive role in the strategic development and direction of businesses in which they invest.
RCF have a well qualified, experienced investment team of 29 professionals whom have held positions on more than 40 mining company boards.
For more information please see www.resourcecapitalfunds.com
Eligible retail shareholders will be sent further details about the Entitlement Offer via a retail offer booklet expected to be lodged with ASX on 21 May 2012 and despatched on the same date.
Retail shareholders who have questions relating to the Entitlement Offer should call the Mirabela offer information line on +618 9389 8033 Monday to Friday before 5 June 2012 or go to the Mirabela website (www.mirabela.com.au).
Further information in relation to the matters described in this announcement including important notices, key risks and key assumptions is set out in an investor presentation released today to the ASX by Mirabela. The information in the Important Notices section of that presentation applies to this announcement as if set out in full in this announcement.
Hardy Bowen is Mirabela's legal adviser in relation to the Entitlement Offer.
Important information and disclaimer
This announcement has been prepared by Mirabela Nickel Limited (ABN 23 108 161 593) (Mirabela). No party other than Mirabela has authorised or caused the issue, lodgement, submission, despatch or provision of this announcement, or takes responsibility for, or makes or purports to make any statements, representations or undertakings in this announcement.
Macquarie Capital (Australia) Limited (ABN 70 123 199 548) (Macquarie) and its related bodies corporate, directors, employees, servants and agents (Affiliates) make no representation or warranty, expressed or implied, as to the accuracy or completeness of this announcement or any statement contained in it. Except for any liability which cannot be excluded by law, Macquarie and its Affiliates expressly disclaim and accept no responsibility or liability (including liability for negligence) for any expenses, losses, damages or costs incurred as a result of participation in the Offer or the information in this announcement being inaccurate or due to information being omitted from this announcement. Macquarie and its Affiliates make no recommendation as to whether you or your related entities or persons should participate in the Offer nor do any of them make any representations or warranties to you concerning the Offer or in relation to securities in the Company.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
IMPORTANT NOTICE TO NOMINEES: Because of legal restrictions, you must not send copies of this announcement or any material relating to the Entitlement Offer to any of your clients (or any other person) in the United States, and on whose behalf you are the registered owner of shares. Failure to comply with these restrictions may result in violations of applicable securities laws.
For further information:
VP Business Development
Mirabela Nickel Limited
Telephone: +61 433 790 070
Managing Director and Chief Executive Officer
Mirabela Nickel Limited
Telephone: +61 8 9324 1177