🕐13.12.10 - 09:27 Uhr

Kalahari Minerals - Placing to raise £41.76 million



Kalahari Minerals plc / Ticker: KAH / Index: AIM / Sector: Mining & Exploration 13 December 2010 Kalahari Minerals plc (Kalahari or the Company) Placing to raise �41.76 million Kalahari Minerals plc, the AIM listed resource company, announces that it has conditionally raised �41.76 million (before expenses) by way of a placing of 18 million new ordinary shares of 1 pence each (Ordinary Shares) in the capital of the Company (the Placing Shares), with existing shareholders at a price of 232 pence per Placing Share (the Placing Price) (the Placing) through the Companys joint brokers Mirabaud Securities LLP (Mirabaud) and Ambrian Partners Ltd (Ambrian).

The proceeds of the Placing will be used to satisfy the private placing commitments with Extract Resources Limited (Extract) announced on 9 December 2010, which will raise Kalaharis interest in Extract to 42.83 per cent. Kalahari Chairman, Mark Hohnen, said, "I am delighted to announce the Placing, which allows Kalahari to fulfil its commitments in regard to increasing our strategic shareholdings in Extract to 42.83 per cent.

Kalaharis position in Extract remains of paramount importance as we enter the Companys next phase of development, including our listing on the Official List of the UK Listing Authority, as we continue our unwavering support of Extract as it approaches its production phase at the world class Husab Uranium Project. "Our shareholders have been actively petitioning us to maintain and increase our holding in Extract, as they recognise the value uplift potential of Extract and that Kalahari, which is trading at a discount to its holding in Extract, represents the best way to gain exposure to the Husab Uranium Project, as it develops towards becoming one of the worlds largest uranium mines." The Placing is conditional, inter alia, on admission of the Placing Shares to trading on AIM (Admission).

Pursuant to the terms of a placing agreement between the Company, Mirabaud and Ambrian (the Placing Agreement), Mirabaud and Ambrian have agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

The obligations of Mirabaud and Ambrian under the Placing Agreement are conditional on admission of the Placing Shares being admitted trading on AIM.

It is expected that Admission will occur, and dealings in the Placing Shares will commence, at 8.00 a.m.

on 16 December 2010. The Placing represents approximately 7.93 per cent.

of the issued share capital of the Company and following Admission, the Placing Shares will represent 7.35 per cent.

of the enlarged issued share capital, which will then comprise 244,977,328 Ordinary Shares. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive any dividends and other distributions declared following Admission.
For further information please visit www.kalahari-minerals.com or contact: Mark Hohnen Kalahari Minerals plc Tel: +44 (0) 20 7292 9110 Simon Raggett Strand Hanson Limited Tel: +44 (0) 20 7409 3494 Stuart Faulkner Strand Hanson Limited Tel: +44 (0) 20 7409 3494 Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409 3494 Richard Chase Ambrian Partners Ltd Tel: +44 (0) 20 7634 4700 Rory Scott Mirabaud Securities LLP Tel: +44 (0) 20 7878 3360 Hugo de Salis St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177 Susie Geliher St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177
Disclaimer: The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the US Securities Act without registration under, or absent an exemption from the registration requirements of, the US Securities Act.

The Company has not been registered and will not register under the United States Investment Company Act of 1940. This announcement, including the Appendix (together "This Announcement"), is not for distribution directly or indirectly in or into the United States, Canada, Australia, Japan or any jurisdiction where such distribution may lead to a breach of law of regulatory requirements.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful.

No public offering of securities will be made in the United Kingdom, United States or elsewhere. This Announcement has been issued by and is the sole responsibility of the Company.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Mirabaud Securities LLP or Ambrian Partners Limited (together the "Managers") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. The Managers, who are authorized and regulated in the United Kingdom by the Financial Services Authority, are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers nor for providing advice in relation to the Placing. The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law.

No action has been taken by the Company or the Managers that would permit an offering of such Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

Persons into whose possession this Announcement comes are required by the Company and the Managers to inform themselves about, and to observe, and such restrictions. The value of the Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares. APPENDIX: FURTHER DETAILS OF THE PLACING THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION MAY LEAD TO A BREACH OF LAW OR REGULATORY REQUIREMENTS. IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In particular each such Placee represents, warrants and acknowledges that: (a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
(b) save where such Placee is a US Person (as such term is defined in Rule 902(k) of the US Securities Act "US Person")) who has executed a U.S.

placing letter in a form approved by the Company and the Managers ("US Placing Letter"), it is not a national or resident of the United States of America or its territories and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the US Securities Act). This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful.

This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or any where such distribution may lead to a breach of law or regulatory requirements.

No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere. In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the US Securities Act. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan.

Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction outside the United Kingdom. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.

Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action. Application for admission to trading Application will be made to London Stock Exchange plc for admission to trading of the Placing Shares on the AIM market ("Admission"). Participation in, and principal terms of, the Placing Under the terms of a placing agreement (the "Placing Agreement") to be entered into between the Company and the Managers, the Managers will, subject to the conditions mentioned below, as agent for the Company agree to use their reasonable endeavours to procure subscribers for the Placing Shares at 232 pence per share (the "Placing Price"). Under the Placing Agreement the Company will give certain warranties and provide certain indemnities to the Managers. The obligations of the Managers under the Placing Agreement are conditional upon, inter alia: (a) Admission becoming effective in accordance with the AIM Rules for Companies by not later than 16 December 2010 (or such later time as the Company and the Managers may agree being not later than 23 December 2010); and (b) the Placing Agreement having become unconditional in all respects and not having been terminated by the Managers at any time prior to Admission in accordance with its terms. The Managers have rights, at any time prior to Admission, to terminate their obligations under the Placing Agreement in certain limited circumstances.

Such circumstances include, inter alia, material breach by the Company of the terms of the Placing Agreement or any warranty therein being untrue, inaccurate or misleading in any material respect.

The exercise of any right of termination of the Placing Agreement or waiver of any condition to the Placing Agreement or the extension of the time for fulfillment of any such condition will be within the absolute discretion of the Managers who shall have no liability to you whatsoever in respect of any decision as to the exercise of any such right of termination or any decision to waive any such condition or to extend the time for satisfaction of any such condition. Each Placees allocation will be confirmed to Placees orally by the Managers following the close of the Placing, and a trade confirmation will be dispatched as soon as possible thereafter.

The Managers oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Companys Constitution. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Managers, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe.
Each Placees commitment and the issue of the Placing Shares will terminate only if the conditions set out in the Placing Agreement are not satisfied by the time specified above or the Placing Agreement is terminated prior to Admission which is not expected to be before 16 December 2010 (or such later date as the Company and the Managers may agree being not later than 23 December2010).

If your commitment terminates all liabilities of the parties hereunder shall cease and determine and no party shall have any claim against the other and any monies previously paid by you will be returned without interest. By confirming its commitment to subscribe for Placing Shares, each Placee will be deemed to have accepted the terms of this letter and to have agreed as a legally binding obligation, subject to the satisfaction of all conditions set out in the Placing Agreement and to the Placing Agreement not being terminated, and subject to the Memorandum and Articles of Association of the Company, to acquire the number of Placing Shares allocated to it. No Prospectus No offering document or prospectus has been or will be submitted to be approved by the Financial Services Authority ("FSA") in relation to the Placing and Placees commitments will be made solely on the basis of the information contained in this Announcement.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Managers or any other person and neither the Managers nor the Company nor any other person will be liable for any Placees decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received.

Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Registration and Settlement Settlement of transactions in the Placing Shares following Admission will take place by the crediting of a Placeess CREST account of each Placing Share subscribed.

The Managers reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placees jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Managers and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing instructions that it has in place with the Managers. It is expected that settlement will be on 16 December 2010 on a T+4 basis in accordance with the instructions set out in the trade confirmation. Each Placee is deemed to agree that, if it does not comply with these obligations, the Managers may sell any or all of the Placing Shares allocated to that Placee on such Placees behalf and retain from the proceeds, for the Managers account and benefit, an amount equal to the aggregate amount owed by the Placee.

The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placees behalf. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Representations and Warranties By participating in the Placing each Placee (and any person acting on such Placees behalf) hereby represents, warrants and acknowledges to and agrees with the Company and the Managers as follows:
1.

The Placee is an entity described in article 2 (qualified investor), paragraph 1(e) of the E.U.

Directive 2003/71/EC and a qualified investor within the meaning of Section 86 of the Financial Services and Markets Act 2000 ("FSMA") or otherwise a sophisticated investor under the applicable laws of the relevant jurisdiction.

Save where the Placee is a US Person who has executed a US Placing Letter, the Placee warrants that it is not a national or resident of the United States of America or its territories.
1.

If the Placee is a US Person, it warrants that (i) it is aware that the sale of the Placing Shares into the United States is being made in reliance on the exemptions from the registration requirements of the US Securities Act pursuant to Rule 144A or Regulation D; (ii) it is a qualified institutional buyer within the meaning of Rule 144A under the US Securities Act (a "QIB") and is acquiring the Placing Shares for its own account or is acquiring such Placing Shares for the account of, a QIB and if acquiring such Placing Shares on account of a QIB, it is acting as a broker-dealer registered under US federal securities laws and applicable state securities laws who is a member of and in good standing with the National Association of Securities Dealers, Inc., or (iii) it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D of the US Securities Act and: (A) it is acquiring the Placing Shares for investment purposes only and not with the view to any resale, distribution, subdivision or other disposition of the Placing Shares in violation of United States federal or state securities laws; (B) that no portion of the consideration to be paid for the Placing Shares has been provided by the Company and that no repurchase rights, options, calls, puts or similar rights have been granted to the Company regarding the Placing Shares; (C) that it has purchased restricted securities in the past and understand and acknowledges the lack of liquidity involved in the ownership of restricted securities and that it has such knowledge and experience in financial, business and tax matters and are capable of evaluating the merits and risks of investing in the Placing Shares; and (D) it is able to bear the financial risks of investing in the Placing Shares for an indefinite period of time and is able to sustain a complete loss of such investment in the Placing Shares.
1.

The Placee is acquiring the Placing Shares for its own account or for one or more accounts (each of which is a qualified investor) as to each of which it exercises sole and full investment discretion.

The Placee confirms that, to the extent it is purchasing the Placing Shares for the account of one or more other persons, (i) it has been duly authorised to make the representations, warranties, acknowledgements and agreements set forth herein on their behalf and (ii) the provisions of this letter constitute legal, valid and binding obligations of it and any other person for whose account it is acting.
1.

The Placee understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Placing Shares and that neither the Managers nor the Company have provided, and will not provide, it with any material regarding the Placing Shares or the Company prepared by the Company or any other person.

The Placee has not requested any such party to provide any such information.

The Placee is purchasing the Placing Shares solely on the basis of its review of publicly available information about the Company, including, without limitation, the Companys annual and interim reports.

The Placee acknowledges that the Managers are not responsible for any publicly available information about the Company.
1.

The Placee is a highly sophisticated institutional investor with extensive knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks and that it is capable of evaluating independently, and has evaluated independently and conducted an in-depth detailed analysis on, the merits, risks and suitability of entering into the Placing.

The Placee acknowledges that it has conducted its own investigation of the Placing Shares and the Company and is relying exclusively on its own sources of information, investigation, credit and legal analysis, with respect to the Placing and with respect to the Company, and acknowledges that it is not relying on any investigation that the Managers or any of their respective affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company, and that none of such persons has made any representation to it, express or implied, with respect to the Placing Shares or the Company.

The Placee has or has had access to all the information that it believes is necessary or appropriate in connection with its purchase of the Placing Shares, including, without limitation, access to the Companys annual and interim reports.
1.

The Placee, subject to the disposition of its property being at all times within its control, is not acquiring the Placing Shares with a view to any distribution of such Placing Shares.

The Placee understands that, by its purchase or holding of the Placing Shares, it is assuming and is capable of bearing the risk of loss that may occur with respect to the Placing Shares, including the possibility that it may lose all or a substantial portion of its investment in the Placing Shares, and it will not seek to recover from any of the above mentioned parties all or part of any such loss or losses it may suffer.
1.

The Placee understands (and each beneficial owner of the Placing Shares has been advised and understands) that the Placing Shares are being offered and sold to it in a transaction not involving any public offering in the United States within the meaning of the US Securities Act that the offer and sale of the Placing Shares to it has not been and will not be registered under the Securities Act, that the seller may be relying on the exemption from registration provided by Regulation S under the Securities Act, and that the Managers do not make any representation as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.
1.

The Placee acknowledges that the Managers and others will rely upon its representations, warranties, acknowledgements and agreements set forth herein, and it agrees to notify the Managers promptly in writing if any of its representations, warranties, acknowledgements or agreements herein ceases to be accurate and complete. The agreement to settle a Placees acquisition (and/or the acquisition of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company for the Placing Shares in question.

Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.

If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Managers will be responsible.

If this is the case, each Placee should seek its own advice and notify the Managers accordingly. In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares. Each Placee and any person acting on behalf of the Placee acknowledges that the Managers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Managers or any of their respective affiliates may (at their absolute discretion) agree to become a Placee in respect of some (or all) of the Placing Shares. When a Placee or person acting on behalf of the Placee is dealing with the Managers, any money held in an account with the Managers on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA.

The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Managers money in accordance with the client money rules and will be used by the Managers in the course of its own business; and the Placee will rank only as a general creditor of the Managers. All times and dates in this Announcement may be subject to amendment.

The Managers shall notify the Placees and any person acting on behalf of the Placees of any changes. * * ENDS * *
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