TIDMORE
RNS Number : 9577B
Orogen Gold PLC
07 April 2017
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF
OROGEN GOLD PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU 596/2014).
All of the defined terms in this announcement have the same
meaning as in the circular published by the Company and sent to
Shareholders on 21 March 2017.
Orogen Gold plc
("Orogen" or the "Company")
Result of General Meeting and Open Offer
The Company is pleased to announce that, at the General Meeting
of the Company held earlier today, all resolutions were duly
passed. Accordingly, the Capital Reorganisation and change of the
Company name to Orogen plc will now take place. Trading in the
Existing Ordinary Shares will cease at close of business today, and
trading in the New Ordinary Shares will commence at 8.00 a.m. on 10
April 2017.
Placing and Open Offer
The Company announced on 21 March 2017 that it had conditionally
raised GBP3 million (before expenses) from new and existing
investors through a conditional placing of 200,000,000 Placing
Shares at the Issue Price of 1.5 pence per New Ordinary Share. The
Company also announced that it proposed separately to make an Open
Offer to all Qualifying Shareholders to enable Qualifying
Shareholders to have the opportunity to participate in the capital
raising process at the Issue Price.
Orogen is pleased to confirm that it has received valid
acceptances in respect of 8,945,781 Open Offer Shares raising
GBP134,187 for the Company (before expenses). Qualifying
Shareholders who validly applied for Open Offer Shares pursuant to
their Open Offer Entitlement will receive the full amount of Open
Offer Shares applied for.
The remaining 22,418,230 Open Offer shares have all been placed
with new and existing investors at the Issue Price (the "Second
Placing"), raising GBP336,273 (before expenses). Consequently, the
total gross proceeds of the Second Placing and the Open Offer are
GBP470,460.
Following the passing of the Resolutions, the Placing, the Open
Offer and the Second Placing will now proceed to completion.
Application has been made for the admission of 262,728,022 New
Ordinary Shares, to be issued pursuant to the Capital
Reorganisation, the Placing, the Open Offer and the Second Placing,
to trading on AIM, with Admission expected to become effective at
8.00 a.m. on 10 April 2017.
The Company is therefore pleased to announce that it has raised
gross proceeds of approximately GBP3.47 million, through the Open
Offer, the Placing and the Second Placing.
Board changes
Immediately following the General Meeting, Colin Bird, Edward
Slowey, Michael Nolan and Alan Mooney resigned from the Board and
Steven Metcalfe and Mark Collingbourne were appointed as
non-executive directors of the Company with immediate effect.
Steven Neil Metcalfe (aged 47)
Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, the
following information is disclosed in respect of Steve
Metcalfe:
Current appointments Appointments in the last
5 years
Big Sofa Technologies -
Group Plc
Metcalfe Consultancy
Limited
Stene Investments Limited
Franmet Partners Limited
There is no other information regarding Mr Metcalfe required to
be disclosed under the AIM Rules.
Mark Kingsley Collingbourne (aged 51)
Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, the
following information is disclosed in respect of Mark
Collingbourne:
Current appointments Appointments in the last
5 years
Morrison Kingsley Consultants Premaitha Health Plc
Limited
Padpowr Limited Premaitha Limited
Elm Medical Ltd
The Slater Foundation
Limited
Cesas Medical Limited
Artemis Management Services
Limited
Elm Developers Limited
React Group Plc
Elm Group (Stafford)
Ltd
Elm Market Access Ltd
The Stylish Plant Company
Limited
The Stylish Wreath Company
Limited
There is no other information regarding Mr Collingbourne
required to be disclosed under the AIM Rules.
Directors' holdings
Following Admission, the Directors will hold the following New
Ordinary Shares in the Company:
Director Number Number Number Number % of
of New of Placing of Open of New Enlarged
Ordinary Shares Offer Ordinary Share
Shares subscribed Shares Shares Capital*
held on for applied held on
completion for Admission
of the
Capital
Reorganisation
---------------------- ---------------- ------------ --------- ----------- ----------
Adam Reynolds 348,162 5,666,667 348,162 6,362,991 2.42%
---------------------- ---------------- ------------ --------- ----------- ----------
Steven Metcalfe - 5,666,667 - 5,666,667 2.16%
---------------------- ---------------- ------------ --------- ----------- ----------
Mark Collingbourne - 2,666,667 - 2,666,667 1.01%
---------------------- ---------------- ------------ --------- ----------- ----------
Change of name
The change of the Company's name to Orogen will become effective
upon the registration of the Company's change of name at Companies
House. The TIDM code will remain as ORE. A further announcement
will be made in due course.
Change of broker
The Company announces that it has appointed Turner Pope
Investments (TPI) Ltd as sole broker with immediate effect.
New website
The Company will change its website address to www.orogen.co.uk
with effect from 10 April 2017.
New strategy
As announced on 21 March 2017, the Board has concluded that it
is no longer in Shareholders' interests, in the current market
conditions, to continue to provide further finance for its mineral
exploration activities, and it is therefore seeking to dispose of
its interests in its mineral exploration projects, and to conclude
an acquisition which would constitute a reverse takeover under the
AIM Rules.
The decision to cease the Company's mineral exploration
activities represents a fundamental change of business under Rule
15 of the AIM Rules. Following the Resolutions being passed, the
Company is deemed to be an AIM Rule 15 cash shell, which means that
the Company must make an acquisition or acquisitions which
constitute a reverse takeover under Rule 14 of the AIM Rules within
six months of the General Meeting, otherwise the trading of the
Company's shares on AIM will be suspended. If the Company has not
made an acquisition or acquisitions which constitute a reverse
takeover under Rule 14 of the AIM Rules within six months of such
suspension, the admission of the Company's shares to trading on AIM
will be cancelled.
Total voting rights
The enlarged ordinary share capital of the Company, comprising
262,728,022 New Ordinary Shares, will trade under the ISIN
GB00BYXD4566. For the purposes of the Disclosure Guidance and
Transparency Rules, the total number of voting rights in the
Company with effect from 10 April 2017 will be 262,728,022. This
figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company, under the FCA's Disclosure Guidance
and Transparency Rules.
Enquiries:
Orogen Gold plc C/o Walbrook
Adam Reynolds, Non-executive Chairman
Cairn Financial Advisers LLP (Nominated
Adviser)
Liam Murray / Sandy Jamieson +44 (0) 20 7213 0880
Turner Pope Investments (TPI)
Ltd (Broker)
Ben Turner / James Pope +44 (0) 20 3621 4120
Walbrook (Public Relations and
Investor Relations)
Paul Cornelius / Gary Middleton +44 (0) 20 7933 8780
This information is provided by RNS
The company news service from the London Stock Exchange
END
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