/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES/
PERTH, Australia, May 15, 2012 /CNW/ - Mirabela Nickel Ltd (TSX: MNB, ASX:
MBN)("Mirabela" or the "Company") has today launched an Offer to raise up to
approximately A$120m through a Strategic Placement to Resource Capital Fund V
L.P. ("RCFV") and an accelerated pro-rata non-renounceable entitlement offer
(together the "Offer").
The Offer will consist of:
-- A Strategic Placement to RCFV to raise approximately A$20
million at a fixed price of A$0.40 per share ("Strategic
Placement"), a premium of approximately 18% to the last close
on the ASX on Monday, 14 May 2012 of A$0.34; and
-- 8 for 13 accelerated pro-rata non-renounceable entitlement
offer to all eligible shareholders to raise up to approximately
A$100 million at a fixed price of A$0.30 (C$0.30(2)) ("Offer
Price") per new share ("Entitlement Offer").
RCFV has committed to subscribe for its pro-rata entitlements (post the
Strategic Placement) under the Entitlement Offer. In addition, RCFV has
committed to subscribe for further shares in the event of a shortfall of
subscriptions by existing shareholders up to a maximum total investment of
US$40 million under both the Strategic Placement and Entitlement Offer.
The funds raised under the Offer will be used to strengthen Mirabela's balance
sheet, for general working capital purposes and to increase the company's
financial flexibility. The Offer Price represents an 11.8% discount to the
closing price of the Company's shares on the ASX on 14 May 2012 and an 8.6%
discount to TERP(1).
Shares issued under the Offer will rank equally with existing shares in
Mirabela. Entitlements not taken up in the institutional component of the
Entitlement Offer will be placed to institutional investors by way of an
institutional bookbuild at the same price as the Entitlement Offer.
Completion of the Offer is subject to receipt of conditional listing approval
from the TSX. In Canada, the Offer will only be open to shareholders that are
accredited investors as defined under NI 45-106 in Canada. The Retail
Entitlement Offer will not be open to residents of Canada.
Macquarie Capital (Australia) Limited is acting as Sole Lead Manager and
Global Bookrunner to the Offer.
1. The theoretical market price for shares in Mirabela immediately
following the Offer assuming the Entitlement Offer is fully
subscribed and all shares are placed, based on the closing price
of a share in Mirabela on 14 May 2012, and including the Strategic
2. At an AUD/CAD exchange rate of 1.00 as at 14 May 2012
The key dates for the Entitlement
Launch of Entitlement Offer Tuesday, 15 May 2012
Institutional Offer and Bookbuild Tuesday, 15 May 2012
Settlement of Strategic Placement Thursday, 17 May 2012
Entitlement Offer Record Date 7.00pm (AEST) on Friday, 18 May
Retail Offer Opening Date Monday, 21 May 2012
Institutional Entitlement Offer Monday, 28 May 2012
Shares Commence Trading Tuesday, 29 May 2012
Retail Entitlement Offer Closing Monday, 4 June 2012
Retail Entitlement Offer Friday, 8 June 2012
Shares Commence Trading (Retail Wednesday, 13 June 2012
Despatch of Holding Statements to Friday, 15 June 2012
This timetable is indicative only and may change, subject to the requirements
of the ASX Listing Rules and the Corporations Act 2001 (Cth). Mirabela
reserves the right to change these dates without prior notice. All references
to time are to Australian Eastern Standard Time (AEST).
About Resource Capital Fund Management LLC ("RCF")
RCF is a mining focused investment advisor mandated to make investments
exclusively in the mining sector. RCF was established in 1998 with offices in
Denver, New York, Perth and Toronto.
RCF engage in an extensive due diligence process and look to invest only in
companies of high quality with good assets that create sustainable long term
value for all stakeholders. With strong technical and commercial expertise RCF
play a proactive role in the strategic development and direction of businesses
in which they invest.
RCF have a well qualified, experienced investment team of 29 professionals
whom have held positions on more than 40 mining company boards.
For more information please see www.resourcecapitalfunds.com
Eligible retail shareholders will be sent further details about the
Entitlement Offer via a retail offer booklet expected to be lodged with ASX on
21 May 2012 and despatched on the same date.
Retail shareholders who have questions relating to the Entitlement Offer
should call the Mirabela offer information line on +618 9389 8033 Monday to
Friday before 5 June 2012 or go to the Mirabela website (www.mirabela.com.au).
Further information in relation to the matters described in this announcement
including important notices, key risks and key assumptions is set out in an
investor presentation released today to the ASX by Mirabela. The information
in the Important Notices section of that presentation applies to this
announcement as if set out in full in this announcement.
Hardy Bowen is Mirabela's legal adviser in relation to the Entitlement Offer.
Important information and disclaimer
This announcement has been prepared by Mirabela Nickel Limited (ABN 23 108 161
593) (Mirabela). No party other than Mirabela has authorised or caused the
issue, lodgement, submission, despatch or provision of this announcement, or
takes responsibility for, or makes or purports to make any statements,
representations or undertakings in this announcement.
Macquarie Capital (Australia) Limited (ABN 70 123 199 548) (Macquarie) and its
related bodies corporate, directors, employees, servants and agents
(Affiliates) make no representation or warranty, expressed or implied, as to
the accuracy or completeness of this announcement or any statement contained
in it. Except for any liability which cannot be excluded by law, Macquarie and
its Affiliates expressly disclaim and accept no responsibility or liability
(including liability for negligence) for any expenses, losses, damages or
costs incurred as a result of participation in the Offer or the information in
this announcement being inaccurate or due to information being omitted from
this announcement. Macquarie and its Affiliates make no recommendation as to
whether you or your related entities or persons should participate in the
Offer nor do any of them make any representations or warranties to you
concerning the Offer or in relation to securities in the Company.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This announcement does not constitute an offer to sell, or a solicitation of
an offer to buy, any securities in the United States or in any other
jurisdiction in which such an offer would be illegal. The New Shares have not
been, and will not be, registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States.
Accordingly, the New Shares may not be offered or sold to persons in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.
IMPORTANT NOTICE TO NOMINEES: Because of legal restrictions, you must not send
copies of this announcement or any material relating to the Entitlement Offer
to any of your clients (or any other person) in the United States, and on
whose behalf you are the registered owner of shares. Failure to comply with
these restrictions may result in violations of applicable securities laws.
Bill Bent VP Business Development Mirabela Nickel Limited Telephone: +61 433
790 070 firstname.lastname@example.org Ian Purdy Managing Director and Chief Executive
Officer Mirabela Nickel Limited Telephone: +61 8 9324 1177
To view this news release in HTML formatting, please use the following URL:
CO: Mirabela Nickel Ltd.
NI: MNG NEWSTK
-0- May/15/2012 12:09 GMT
Press spacebar to pause and continue. Press esc to stop.