Nordic Mines brings in strategic partner and secures issue proceeds of at least SEK 250 million and announces complete terms for the rights issue
(Thomson Reuters ONE) -
Press Release, June 14, 2012
Nordic Mines brings in strategic partner and secures issue proceeds of at least
SEK 250 million and announces complete terms for the rights issue
Since the rights issue resolved upon by the board was announced on May
23, 2012, Nordic Mines has been engaged in discussions with a number of
potential stakeholders and can now announce a broader financing solution which
will provide the company with at least approximately SEK 250 million, including
the previously resolved rights issue, and a new strategic partner and industrial
owner, Eldorado Gold Cooperatief U.A. ("Eldorado"), a subsidiary to Eldorado
Gold Corporation
The Board of Nordic Mines has set the complete terms for the previously resolved
rights issue, implying that each share shall entitle to subscribe for one (1)
new share at a subscription price of SEK 6.00
Nordic Mines has entered into an agreement with Eldorado, a large international
gold producer, which includes the following:
* The Board of Nordic Mines has, by virtue of the authorization by the Annual
General Meeting in 2012, resolved upon a directed share issue of 2,500,000
shares to Eldorado at a subscription price of SEK 6.00 per share, which will
provide Nordic Mines with approximately SEK 15 million before issue costs
and be completed during the current week
* The shares in the directed share issue above qualify for participation in
the resolved rights issue implying that the previously communicated issue
proceeds of approximately SEK 220 million now corresponds to approximately
SEK 236 million before issue costs
* Eldorado has committed to subscribing to their pro-rata share in the rights
issue and further to register to subscribe to non-preferential shares up to
an amount which in total equals USD 10 million including the initial
directed share issue
* The Board of Nordic Mines has set the terms and the subscription price for
the already resolved rights issue such that each existing shareholder shall
be entitled to one (1) right, for each existing share held, to subscribe to
for one (1) new share at a subscription price of SEK 6.00. The rights issue
is conditioned upon approval from the Extra General Meeting on June 15, 2012
* The rights issue is fully guaranteed by a combination of large shareholders
in Nordic Mines and external guarantors
* The board of Nordic Mines has also decided to, conditioned upon an approval
at an Extra General Meeting, carry out an additional directed share issue to
Eldorado of up to 6 750 000 shares to a subscription price of SEK 6.00 per
share, which will supply Nordic Mines with a maximum amount of approximately
SEK 40.5 million before issue costs. The number of shares that Eldorado will
potentially acquire through non-preferential subscription in the rights
issue shall decrease the allocation to Eldorado with the equivalent number
of shares in the directed share issue
* In total, Nordic Mines is provided with a minimum of approximately SEK 251
million and a maximum of approximately SEK 291 million via the rights issue
and the two directed share issues
* Following a fully subscribed rights issue and a potential subsequent
directed share issue the ownership of Eldorado will, at the minimum total
issue proceeds of approximately SEK 251 million, amount to approximately
14.9 percent and at the maximum total issue proceeds of approximately SEK
291 million will amount to approximately 13.8 percent
* Eldorado has committed to not divesting the shares included in the agreement
for one year
* Eldorado and Nordic Mines have also committed to working for the nomination
of a Board member appointed by Eldorado. Such a board member could be chosen
by Nordic Mines at the Extra General Meeting
Background and reasons for the directed share issue
Eldorado Gold Corporation is a listed Canadian gold production company with
mining, exploration and development operations in Turkey, China, Greece, Romania
and Brazil. Eldorado is an established international company with a strong
financial position. The company has been active since 1992 and has a market
capitalization of approximately CAD 9.1 billion. For further information on
Eldorado Gold Corporation please refer to the website www.eldoradogold.com.
The reason to decide to issue new shares, with divergence from the rights of the
shareholders, is to obtain a strong industrial owner and strategic partner with
vast experience of mining operations. It is the assessment of the Board of
Nordic Mines that a strong industrial owner will contribute to the opportunities
of Nordic Mines to operate as a successful company in the mining sector and that
this will create value for all shareholders.
Supported by the authorization given at the Annual General Meeting 2012 the
Board of Nordic Mines has decided to carry out a directed share issue of
2,500,000 shares to Eldorado. The subscription price is SEK 6.00 per issued
share and will provide Nordic Mines with approximately SEK 15 million before
issue costs.
The board of Nordic Mines has also decided to carry out, conditioned upon
approval at an Extra General Meeting, another directed share issue to Eldorado
of up to 6,750,000 shares to a subscription price of SEK 6.00, which will supply
Nordic Mines with up to approximately SEK 40.5 million. The Extra General
Meeting is expected to be held late July, 2012. The number of shares that
Eldorado potentially will acquire through non-preferential subscription in the
rights issue shall decrease the allocation to Eldorado with the equivalent
number of shares in the directed share issue.
Lennart Schönning, the Chairman of the Board comments:
"The delays in the start-up of production at the Laiva Mine has caused both a
liquidity and confidence issue for Nordic Mines. The combination of a directed
share issue to one of the most well renowned gold producers, Eldorado, and a
rights issue to existing shareholders solves both of these problems in a
constructive way. We look forward to the opportunity to work with
representatives for Eldorado and develop the large gold deposit at the Laiva
Mine to its full potential."
The first directed share issue implies a share dilution of approximately six
percent after completion. The directed share issue will increase the number of
shares in Nordic Mines by 2,500,000 shares from 36,815,647 to 39,315,647 and the
share capital by SEK 2,500,000 from SEK 36,815,647 to SEK 39,315,647.
The shares in the first directed share issue entitle the holder to participate
in the resolved rights issue in which Eldorado has committed to subscribe to
shares corresponding to their pro rata share of approximately 6.4 percent. In
addition, Eldorado has committed to submitting an application for non-
preferential subscription in the rights issue corresponding to an amount of
approximately SEK 40.5 million.
The directed share issue of a maximum amount of 6 750 000 shares corresponds to
a dilution of approximately eight percent after completion assuming full
subscription in the rights issue.
The proceeds provided from the share issues will in the first instance be used
to repay the bridge financing of SEK 95 million which Nordic Mines has secured
in order to be able to meet its obligations to lenders in terms of interest
payments, loan amortization and settlement of gold future contracts due June
29, 2012. Furthermore, the company has an immediate need to finance working
capital until production generates a sufficient cash flow to be self-sustaining.
The target of the company is to reach a production level of five kilos of gold
per day during the summer 2012, which will mean that the company becomes cash
flow positive including financial obligations.
Terms and conditions in the rights issue
The Board of Directors has determined the terms and the subscription price for
the rights issue that the Board of Directors resolved on May 22, 2012, subject
to approval by the Extraordinary General Meeting.
For one (1) share held in Nordic Mines, the holder is entitled to one (1)
subscription right. One (1) subscription right entitles the holder to subscribe
for one (1) new share. The subscription price is SEK 6.00 per share which
implies that the rights issue will provide Nordic Mines with approximately SEK
236 million, before transaction costs, through the issue of not more than
39,315,647 new shares and the share capital may be increased by not more than
SEK 39,315,647.
The record date at the Swedish Central Securities Depository, Euroclear Sweden
AB, for participation in the rights issue is June 20, 2012. The subscription
period will run from and including June 21, 2012, up to and including July
5, 2012, or such later date as decided by the Board of Directors. Rights not
subscribed by such date will be void and have no value. Subscription rights will
be tradable on NASDAQ OMX Stockholm from and including June 21, 2012 up to and
including July 2, 2012.
Indicative timetable for the rights issue
June 15, 2012 Extraordinary General Meeting of shareholders to approve
the rights issue resolved by the Board of Directors
June 20, 2012 Estimated date of publication of the prospectus
Record date for participation in the rights issue, i.e.
June 20, 2012 shareholders registered in the share register of Nordic
Mines as of this date will receive subscription rights for
participation in the rights issue
June 21, 2012 First day of trading in Nordic Mines' shares, excluding
preferential rights to participate in the rights issue
June 21-July 2, 2012 Trading in subscription rights
June 21-July 5, 2012 Subscription period
July 9, 2012 Announcement of preliminary outcome
Subscription undertakings and underwriting commitments
Lennart Schönning (the chairman of Nordic Mines' Board of Directors), the
Chalmers University of Technology Foundation and Eldorado have undertaken to
subscribe for their pro rata shares in the rights issue, corresponding to
approximately 11 percent of the rights issue. In addition, Eldorado has
committed to submitting an application for non-preferential subscription in the
rights issue corresponding to an amount of approximately SEK 40.5 million.
An underwriting consortium including Carnegie Investment Bank AB (publ)
("Carnegie"), the chairman of Nordic Mines' Board of Directors and a number of
institutional investors have undertaken to underwrite the remaining amount,
subject to satisfaction of customary conditions.
Financial and legal advisors
Carnegie is acting as financial advisor to Nordic Mines and Gernandt &
Danielsson Advokatbyrå is acting as legal advisor.
For additional information, please contact:
Lennart Schönning, Chairman of the Board of Directors, +46 18 84 345 00
Michael Nilsson, CEO, +46 18 84 345 01
For additional information about Nordic Mines, please visit; www.nordicmines.se
Uppsala, June 14, 2012
Nordic Mines AB (publ)
The information above has been made public in accordance with the Securities
Market Act and/or the Financial Instruments Trading Act. The information was
published at 08.30 on June 14, 2012.
IMPORTANT INFORMATION
The information in this press release is not for release, publication or
distribution, directly or indirectly, in or into the United States, Australia,
Hong Kong, Japan, Canada, Singapore or South Africa. The distribution of this
press release in certain other jurisdictions may be restricted. The information
in this press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities in Nordic Mines in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities in the United States. The securities
referred to herein may not be offered or sold in the United States absent
registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended. Nordic Mines does not intend to register any
portion of the offering of the securities in the United States or to conduct a
public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into the
United States, Australia, Hong Kong, Japan, Canada, Singapore or South Africa.
This document has not been approved by any regulatory authority. This document
is an advertisement and not a prospectus and investors should not subscribe for,
or purchase any securities referred to in this document, except on the basis of
information provided in the prospectus to be published by Nordic Mines on its
web site in due course.
Nordic Mines has not authorized any offer to the public of shares or rights in
any Member State of the European Economic Area other than Sweden and any other
jurisdiction into which the offering of shares or rights has been passported.
With respect to each Member State of the European Economic Area other than
Sweden (and any other jurisdiction into which the offering of shares or rights
has been passported) and which has implemented the Prospectus Directive (each, a
"Relevant Member State"), no action has been undertaken to date to make an offer
to the public of shares or rights requiring a publication of a prospectus in any
Relevant Member State. As a result, the shares or rights may only be offered in
Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) an
average of at least 250
employees during the last financial year; (2) a total balance sheet of more than
EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as
shown in its last annual or consolidated accounts; or
(c) in any other circumstances, not requiring Nordic Mines to publish a
prospectus as provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of Shares or
Rights" in any Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and the shares or
rights to be offered so as to enable an investor to decide to purchase any
securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
Carnegie is acting for Nordic Mines and no one else in connection with the
rights offering and will not be responsible to anyone other than Nordic Mines
for providing the protections afforded to its clients or for providing advice in
relation to the rights offering and/or any other matter referred to in this
announcement.
Carnegie accepts no responsibility whatsoever and makes no representation or
warranty, express or implied, for the contents of this announcement, including
its accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with Nordic Mines
and the new shares, or the rights offering, and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this respect, whether
as to the past or future. Carnegie accordingly disclaims to the fullest extent
permitted by law all and any responsibility and liability whether arising in
tort, contract or otherwise which it might otherwise have in respect of this
announcement or any such statement.
This press release contains forward-looking statements, which are statements
related to future events. In this context, forward-looking statements often
address Nordic Mines' expected future business and financial performance, and
often contain words such as "expect", "anticipate", "intend", "plan", "believe",
"seek", or "will". Forward-looking statements by their nature address matters
that are, to different degrees, uncertain and can be influenced by many factors,
including the behaviour of financial markets, fluctuations in interest and
exchange rates, commodity and equity prices and the value of financial assets;
the impact of regulation and regulatory, investigative and legal actions;
strategic actions; and numerous other matters of national, regional and global
scale, including those of a political, economic, business and competitive
nature. These factors may cause Nordic Mines' actual future results to be
materially different than those expressed in its forward-looking statements.
Nordic Mines does not undertake to update its forward-looking statements.
You are advised to read this announcement and, once available the prospectus and
the information incorporated by reference therein, in their entirety for a
further discussion of the factors that could affect the Nordic Mines' future
performance and the industries in which it operates. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement may not occur.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nordic Mines AB via Thomson Reuters ONE
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Datum: 14.06.2012 - 08:30 Uhr
Sprache: Deutsch
News-ID 156418
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contact information:
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