TORONTO, Jan. 10, 2012 /CNW/ - Noventa Limited (AIM:NVTA) (TSX:NTA) (PLUS:NV) ("Noventa" or the "Company"), a supplier of the strategic metal tantalum, has today announced that as detailed in the announcement dated 19 August 2011, the Company intends to conduct the Open Offer giving Shareholders the opportunity to subscribe for a total of up to 17.5 million new Ordinary Shares at a price of 25 pence each, as part of the fund raising process undertaken in August 2011 that also saw the Company raise approximately US$30,360,000 (£18,400,000) (before expenses).
The process of finalising the Open Offer and, inter alia, obtaining all the necessary regulatory approvals has taken longer than the Board had originally anticipated but that process is now almost complete. As such, the Open Offer is expected to be launched in late January or early February 2012, allowing for the timetable requirements imposed by the Company's TSX listing.
As highlighted in the announcement released on 1 December 2011, the arrangements with Richmond require amendments as a result of the delays to the Open Offer timetable. The Company entered into the Subscription Agreement with Richmond on 19 August 2011 whereby Richmond conditionally agreed to subscribe for the 17.5 million new Ordinary Shares to be issued pursuant to the Open Offer, in the event that qualifying shareholders did not make valid applications under the Open Offer. The purpose of this arrangement was to ensure that the Company received the maximum proceeds which could be raised if the Open Offer was to be subscribed for in full.
The Company yesterday agreed a variation of the Subscription Agreement with Richmond such that, inter alia, the Open Offer timetable and the Subscription by Richmond are harmonised. Further details of this variation will be set out in the Open Offer document when it is published.
In addition, the Company has also today entered into a bridging loan agreement with Richmond whereby the Company will receive US$6.8 million on 10 January 2012 (the "Loan"). The Loan will be non-interest bearing and the Loan period will be to the earlier of the closing date of the Open Offer or 31 December 2012. Following the close of the Open Offer, the Company can elect to repay the Loan from the proceeds of the Open Offer or by set off against amounts due from Richmond under the Richmond Subscription to the extent that the Open Offer is not fully subscribed.
The Loan ensures that the Company receives the monies that it expected to receive via the Open Offer, and / or Subscription Agreement, in accordance with the timetable outlined in August 2011.
In return for the provision of the Loan, the Company has agreed to grant Richmond 1.75 million warrants to subscribe for new Ordinary Shares at a price of 38.853 US$ cents each, calculated by reference to a price of 25.0 pence per Ordinary Share and a GBP to US$ exchange rate of 1.5541, the exchange rate as at 31 December 2011. These warrants will be capable of exercise until 31 December 2014.
As consideration for varying the terms of the Richmond Subscription, the Board has separately varied the terms of the 17.5 million warrants granted to Richmond in August 2011 such that the warrants are now capable of exercise until 31 December 2014, rather than until 31 December 2013. All other terms remain the same.
Richmond currently holds 14,072,724 Ordinary Shares, being 11.76% of the current issued share capital of the Company, and Luca Bechis is Non-Executive Chairman of Noventa. As such, Richmond is deemed to be a Related Party of the Company for the purposes of the AIM Rules for Companies.
The Directors (other than Luca Bechis, who for these purposes is not independent), who have consulted with Religare Capital Markets (UK) Limited, the Company's nominated adviser, believe the terms of these arrangements with Richmond, to be fair and reasonable insofar as Shareholders are concerned.
Further announcements in relation to the Open Offer will be made in due course.
Expressions used in this announcement shall bear the same meanings as defined in the Company's announcement dated 19 August 2011 filed with SEDAR.
Noventa's strategy is to be the world's largest, low cost industrial scale supplier of tantalum concentrate, a rare specialty metal widely used in the consumer electronics industry. There is currently a shortage of tantalum supply and stock levels in the industry are being run down. With operating mines in Mozambique, Noventa is in a unique position to expand production to meet the industries needs. More information can be found at www.noventa.net
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.
Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated July 19, 2011, which is available on SEDAR at www.sedar.com.
Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.
For further information:
Fernando Fernandez-Torres, CEO
+258 21 485340
Rick Thompson/Emily Staples/Phil Davies
Religare Capital Markets (Nomad and PLUS Corporate Adviser)
+44 20 7444 0800
Religare Capital Markets (Broker)
+44 20 7444 0500
416 815 0700 ext. 243 or [email protected]