Shearwater Group (SWG)

 

LSE:SWG: Placing, Change of Name and posting of Circular

Shearwater Group

21 Dec 2016 07:00:05

Aurum Mining PLC

RNS Number : 4200S
Aurum Mining PLC
21 December 2016
 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement does not constitute an offer of, or a solicitation to subscribe for or purchase, any securities in any jurisdiction in which such offer or solicitation is unlawful or to any person to whom it is unlawful to make such offer or solicitation, including in the United States.

Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a transaction not subject to, registration.  The Company has not and does not intend to register any securities under the Securities Act, and does not intend to offer any securities to the public in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of securities of the Company is being made in the United States.

No communication or information relating to the issue and offering of securities may be disseminated to the public in jurisdictions other than the UK where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of securities in any jurisdiction where action for that purpose is required, other than in the UK.

 

21 December 2016

 

AURUM MINING PLC

("Aurum" or the "Company")

 

Placing, Change of Name and posting of Circular

 

Aurum Mining plc (AIM: AUR), is pleased to announce a conditional placing of up to 150,000,000 ordinary shares of 1 penny each at a price of 4 pence per share raising approximately £6 million before expenses (the "Placing").

 

Highlights

 

In addition to the Placing, the Company announces:

 

·      A change of name to Shearwater Group plc, subject to a shareholder approval in January;

 

·      The Company will focus on the acquisition and development of businesses operating within the fields of information security and cyber security, with the aim of building a group of significant scale providing digital resilience solutions to UK based private and public sector organisations;

 

·      The funds raised from the Placing will help support the Company's 'buy, focus, grow' strategy, and following the recently announced board appointments, ideally positions the business for growth;

 

·      The Directors estimate in the UK alone that the highly fragmented cyber security market is worth approximately US$7 billion. Further, the global market for cyber security is estimated to be worth approximately US$75 billion and is growing at around 10 per cent per annum;

 

·      The Company will also seek to divest its existing mining assets over the coming months.

 

 

The Chairman, David Williams, said:  "We have extremely ambitious plans for the Company as has been made clear by the series of high-profile appointments to our board in recent weeks. We now have a team with substantial experience of operating within the technology, defence, cyber, information security and communication sectors, and a track record of delivering shareholder value through accelerated buy and build processes. This is an exciting time for the Company."

 

The Placing represents a discount of approximately 30 per cent. compared with the mid-market price of 5.75 pence per share at which the Ordinary Shares were quoted on AIM as at close of trading on 20 December 2016, the last trading day prior to announcement of the Placing.

 

The Placing is conditional (amongst other things) upon the passing of certain resolutions in order to ensure that the Directors have the necessary authorities and powers to allot new shares for cash on a non-pre-emptive basis to persons participating in the Placing. A General Meeting of the Company is therefore being convened for 1.00 p.m. on 9 January 2017 at the offices of WH Ireland Limited, 24 Martin Lane, London EC4R 0DR.  A circular will be posted today to Shareholders. The Circular includes the notice of the General Meeting and sets out in more detail the background to and reasons for the Placing.  The Circular will be available on the Company's website: www.aurummining.net.

 

 

 

Contacts:




Aurum Mining plc

www.aurummining.net

David Williams

Mo Stevens

+44 (0) 797 014 8016

+44 (0) 780 171 2582



WH Ireland Limited

Nominated Adviser & Broker

Mike Coe, Ed Allsopp

+44 (0) 117 945 3470



Powerscourt

aurum@powerscourt-group.com

Ben Griffiths, Andy Jones

+44 (0)20 7250 1446



 

Notes to Editors:

 

Aurum Mining is an AIM listed exploration and development company focused on its highly prospective portfolio of gold and tungsten assets in North West Spain.

 

Gold

Through its joint venture agreement with Ormonde Mining plc (AIM: ORM), Aurum currently has a 56.5% interest in the Pino de Oro project in Zamora Province and a 51.4% interest in the Peralonso and Cabeza projects in Salamanca Province.

 

Tungsten

Aurum's 20% owned Morille Tungsten project is located approximately 15km south west of Salamanca in North West Spain and covers an area of 5,796 hectares. The permit area is a 'brownfield' site with historical data indicating production from the site of high quality tungsten concentrates.

 

1.     Background to and reasons for the Placing

 

The Company has over recent months assembled a new management team, which has substantial experience operating within the technology, defence, cyber, information security and communication sectors, and a track record of delivering shareholder value through accelerated buy and build processes.  The intention is to use this experience to create an operating company focussed on building a group of scale providing digital resilience solutions to UK based private and public sector organisations.

In executing its growth strategy, the Company will continue to identify acquisition targets which have a leading product, solution / service or consulting capability whose full potential can be unlocked through active management and capital investment.   Currently, the Company has an initial pipeline of acquisition targets which it believes fits this profile.  The Company will seek to deploy its 'buy, focus, grow' strategy to create an environment through which to drive enhanced value from any acquisition which it makes.  The Directors believe that the Company can offer a true, alternative structure which will be appealing to incoming management teams, with a clear strategy for growth, access to capital and to industry expertise through the Company's experienced management team.

There can be no assurances that any or all of the initial acquisition targets will be secured.  If an opportunity is secured it will most likely be an acquisition of all, or the majority of, the share capital of a business.  Any such acquisition will represent a fundamental change of business and will be classified under the AIM Rules for the Company as a reverse takeover and will therefore be subject to shareholders' approval and the other requirements of AIM Rule 14.

The principal reasons for the Placing are to provide the Directors with financial credibility when negotiating with potential acquisition targets, and to fund initial diligence costs associated with potential acquisitions.  While it is anticipated that a portion of the consideration for any such acquisition may be satisfied by the issue of shares, some cash consideration may be paid and if so this can be financed, in whole or part, from the net proceeds of the Placing.

The Directors' also believe that divestiture of the Company's mining interest in Spain and a change in the Company's name will help facilitate the execution of the Company's transformation strategy and the negotiation of an acquisition for the Company.  Therefore, the Directors intend to divest of the mining assets over the coming months and are proposing to change the name of the Company.

 

2.     Details of the Placing

 

The Company proposes raising approximately £6 million, before expenses, by way of a conditional, non-pre-emptive placing of up to 150,000,000 new Ordinary Shares at the Placing Price. New Ordinary Shares will be placed by WH Ireland as agent for the Company and pursuant to the Placing Agreement, with institutional and other professional investors and New Ordinary Shares will also be issued by the Company directly to certain other investors.

 

Certain of the Directors intend to subscribe for up to 18,125,000 New Ordinary Shares (a total aggregate amount of £725,000 at the Placing Price), as part of the Placing.  This intention is not legally binding and any subscriptions by Directors pursuant to the Placing will be announced through a Regulatory Information Service.  

 

The Placing is conditional, inter alia, upon:

 

i.              Resolutions 1 and 3 to be proposed at the General Meeting being passed without amendment;

ii.             compliance by the Company of its obligations under the Placing Agreement; and

iii.            Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 31 January 2017.

 

The Placing Price represents a discount of approximately 30 per cent. compared with the mid-market price of 5.75 pence per share at which the Ordinary Shares were quoted on AIM as at the close of trading on 20 December 2016, the last trading day prior to announcement of the Placing.  

 

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and, on the assumption that the necessary resolutions are passed, dealings are expected to commence on 10 January 2017.

 

3.     Change of name

 

To reflect the new direction of the Company, the Board is proposing to change the name of the Company.  Under the Companies Act 2006, a change of name requires the passing of a special resolution of Shareholders at a general meeting.  Therefore a special resolution will be put to the General Meeting to approve the change of the Company's name to:

 

Shearwater Group plc

 

The change of name will become effective once the Registrar of Companies has issued a new certificate of incorporation on the change of name.  This is expected to occur on or around 9 January 2017, being the day of the General Meeting.  The tradeable instrument display mnemonic ("TIDM") of the Company is expected to change to AIM: SWG effective from 7.00 a.m. on 10 January 2017.

 

4.     General Meeting

 

The Circular will contain a notice convening a General Meeting of the Company to be held at the offices of WH Ireland Limited, 24 Martin Lane, London EC4R 0DR at 1.00 p.m. on 9 January 2017, at which resolutions will be proposed to, inter alia, approve the authorities required in order to effect the Placing and certain other shareholder authorities as well as the change of name of the Company to Shearwater Group plc, as set out in the Circular. 

 

 

 



DEFINITIONS

 

 

"Admission"

admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

 

"AIM"

AIM, a market operated by London Stock Exchange

 

"AIM Rules"

the AIM Rules for Companies as published by London Stock Exchange from time to time

 

"Board" or "Directors"

the directors of the Company whose names appear on page 6 of the Circular

 

"Company" or "Aurum"

Aurum Mining plc, a company incorporated and registered in England and Wales with registered number 05059457

 

"Circular"

The circular to shareholders calling the General Meeting dated 21 December 2016



"FCA"

the UK Financial Conduct Authority

 



"FSMA"

the Financial Services and Markets Act 2000 (as amended)

 

"General Meeting"

the general meeting of the Company convened for 1.00 p.m. on 9 January 2017, the notice convening which is set out at the end of the Circular

 

"London Stock Exchange"

London Stock Exchange plc

 

 

"New Ordinary Shares"

the 150,000,000 Ordinary Shares to be issued by the Company pursuant to the Placing

 

"Notice of General Meeting"

the notice of the General Meeting set out at the end of the Circular

 

"Ordinary Shares"

ordinary shares of 1 penny each in the capital of the Company



"Placing"

the conditional placing proposed to be undertaken by the Company of New Ordinary Shares with investors, and the conditional placing proposed to be undertaken by WH Ireland as agent for the Company of New Ordinary Shares with investors pursuant to the terms of the Placing Agreement

 

"Placing Agreement"

the conditional agreement dated 21 December 2016 between (1) WH Ireland; and (2) the Company in relation to the Placing, further details of which are set out in the Circular

 

"Placing Price"

4 pence per New Ordinary Share

 

"Resolutions"

the resolutions to be proposed at the General Meeting to be held pursuant to the Notice of General Meeting

 

"Shareholders"

holders of Ordinary Shares

 

"WHI" or "WH Ireland" or "Nominated Adviser"

WH Ireland Limited, a company incorporated and registered in England and Wales with registered number 02002044

 

All references in this announcement to "£" or "pence" are to the lawful currency of the UK from time to time. 



 

 

FORWARD LOOKING STATEMENTS

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", or "similar" expressions or negatives thereof.  Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future.  These forward-looking statements speak only as at the date of this announcement.  The Company expressly disclaims any obligation or undertaking to disseminate any updated or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

IMPORTANT INFORMATION

WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in relation to the Placing and will not be responsible to any person other than the Company under the Financial Services and Markets Act 2000, the rules of the Financial Conduct Authority or otherwise for providing the protections afforded to its clients or for advising any other person in relation to the contents of this announcement, the Placing or any matter, transaction or arrangement referred to in this announcement.  WH Ireland Limited is not making any representation or warranty, express or implied, as to the contents of this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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