Placing

 

TIDMCHC 
 
RNS Number : 4545O 
Charles Street Capital PLC 
30 June 2010 
 

Charles Street Capital plc ('CSC' or the 'Company') 
 
Placing of shares with warrants attached, Appointment of Director, 
Award of share options 
 
Charles Street Capital plc, the AIM listed natural resources investment company, 
has conditionally raised GBP805,488 before expenses through the placing of 
805,488,000 new Ordinary Shares (the 'Placing Shares') at a price of 0.1p per 
share, with certain new and existing shareholders (the 'Placing').  The Placing 
includes the 285,000,000 new shares to be allotted as previously announced. 
Additionally, one warrant is being issued for every two Placing Shares (the 
'Warrants'), exercisable at 0.25p per share for a period of two years from the 
date of admission of the Placing Shares to trading on AIM. 
 
The funds raised will be used to pursue new investment opportunities in line 
with the Company's investing policy aimed at making investments in natural 
resources, minerals, metals and oil and gas companies.  CSC is primarily focused 
on opportunities in Africa, South America, Australasia and Central and Eastern 
Europe. 
 
CSC Chairman Nicholas Lee said, "This placing significantly improves our cash 
reserves and shareholder base which is imperative as we move forward in 
implementing the first stage of our new strategy, focused on acquiring projects 
and interests in the natural resource sector. 
 
"We have enlarged our management team and Board and as such I am pleased to 
welcome both Damian Conboy as Business Development Manager and Greg Kuenzel as 
Non-Executive Director to the team.  Both have a breadth of experience in the 
resource sector and I believe that we can utilise their strengths and deal 
structuring abilities to maximise upon the excellent opportunities for 
investment within these sectors, as we build an exciting future for the 
Company." 
 
The Placing is not a rights issue or open offer and the Placing Shares will not 
be offered generally to shareholders on a pre-emptive basis.  The Board 
considers that it is in the best interests of the Company and shareholders as a 
whole for the funds to be raised through the Placing. 
 
The Placing Shares represent approximately 78.34% of CSC's enlarged issued share 
capital.  Application will be made for the admission of the Placing Shares to 
trading on AIM and it is expected that dealings in the new shares will commence 
at 8.00 a.m. on 5 July 2010.  The Placing Shares will, when issued, rank pari 
passu in all respects with the existing Ordinary Shares, including the right to 
receive dividends and other distributions declared following Admission.  No 
application will be made for the Warrants to be admitted to trading on AIM. 
 
Nicholas Lee (being the independent Director) considers, having consulted with 
ZAI corporate finance, that the terms of the transaction are fair and reasonable 
insofar as its shareholders are concerned. 
 
Management Appointment 
 
Mr Damian Conboy has been appointed to the position of Business Development 
Manager. Damian Antony Conboy (aged 39) holds a Bachelor of Commerce from the 
University of Western Australia.  He began his career at Potter Warburg 
stockbrokers in Perth, Western Australia.  Following a move to the UK in 1999, 
Mr Conboy was involved in several business ventures, finance and other business 
development roles.  More recently, he has held the role of the Managing Director 
of Exchange Minerals Limited (of which he is also a director), a boutique 
corporate finance company with offices in London, Dubai, Perth and Belgium.  Mr 
Conboy is a director of Strait Oil & Gas (UK) Limited, a company with oil and 
gas projects in Georgia, is Managing Director of AIM listed Alecto Energy Plc, a 
corporate adviser to ASX listed Greenland Minerals & Energy Limited and 
corporate adviser to PLUS listed Gold Mining Company. 
 
Appointment of Non-Executive Director 
 
Mr Gregory Kuenzel has been appointed to the position of Non-Executive Director. 
Gregory Kuenzel (aged 39) holds a Bachelor of Business Degree and is an 
associate of the Institute of Chartered Accountants in England and Wales.  Mr 
Kuenzel has many years of experience in providing accounting and corporate 
advice in a diverse range of industry sectors including mining and resource 
development in the UK, USA and Australia.  For the past five years he has worked 
with several AIM listed companies providing corporate and financial consulting 
services.  Mr Kuenzel is currently Finance Director to AIM listed Atlantic Coal 
Plc and a Director of PLUS listed Gold Mining Company Limited. 
 
Mr Kuenzel's directorships in the last 5 years are as follows: 
 
+-------------------------------+-------------------------------+ 
| Current Directorships         | Past Directorships            | 
|                               |                               | 
+-------------------------------+-------------------------------+ 
| Atlantic Coal Plc             | Resource & Capital Management | 
|                               | Limited                       | 
+-------------------------------+-------------------------------+ 
| Freeside Limited              | Claridge House Services       | 
|                               | Limited                       | 
+-------------------------------+-------------------------------+ 
| Heytesbury Nominees Limited   | MN Specialty Steels Limited   | 
+-------------------------------+-------------------------------+ 
| GMC Holdings Limited          | Mikan Finance Limited         | 
+-------------------------------+-------------------------------+ 
| Alecto Holdings International | Cordillera Resources Plc      | 
| Limited                       |                               | 
+-------------------------------+-------------------------------+ 
| Gold Mining Company Limited   | Kameo Investments Limited     | 
+-------------------------------+-------------------------------+ 
 
There are no further disclosures to be made in relation to Mr Kuenzel pursuant 
to Schedule Two, paragraph (g) of the AIM Rules for Companies. 
 
Changes in directors' share interests following the Placing are as below: 
 
+------------+-------------+-------+-------------+--------+ 
| Name of    |    Ordinary |  %    |    Ordinary |   %    | 
| Director   |      Shares |       |      Shares |        | 
|            |    prior to |       |   following |        | 
|            |     Placing |       |     Placing |        | 
+------------+-------------+-------+-------------+--------+ 
| Robert     |           - |  -    |  10,000,000 | 0.95%  | 
| Hyndes     |             |       |             |        | 
+------------+-------------+-------+-------------+--------+ 
| Nicholas   |   5,600,000 |  -    |   5,600,000 | 0.53%  | 
| Lee        |             |       |             |        | 
+------------+-------------+-------+-------------+--------+ 
 
The total number of shares in issue and therefore the total number of voting 
rights following completion of the Placing will be 1,028,170,652. 
 
Award of Share Options 
 
Nicholas Lee, Gregory Kuenzel and Robert Hyndes, all Directors, have been 
granted options to subscribe for 15,000,000 Ordinary Shares each in the Company 
at an exercise price of 0.25p per share, valid for two years from the date of 
admission of the Placing Shares to trading on AIM.  Damian Conboy has been 
granted options to subscribe for 40,000,000 Ordinary Shares in the Company at an 
exercise price of 0.25p per share, valid for two years from the date of 
admission of the Placing Shares to trading on AIM. 
 
As all the Directors are receiving options, ZAI Corporate Finance confirms that 
the award of the options is fair and reasonable insofar as shareholders of the 
Company are concerned. 
 
Certain consultants to CSC have also been granted options to subscribe for a 
total of 38,164,640 Ordinary Shares in the Company at an exercise price of 0.25p 
per share, valid for two years from the date of admission of the Placing Shares 
to trading on AIM. 
 
Holdings in Company 
 
As a result of the Placing, in addition to the changes to directors' interests, 
there have been the following changes in the notifiable interests in the 
Company: 
 
+----------------------+------------+-------------+-------------+-------+ 
|                      |   Ordinary |     Placing |    Ordinary |       | 
|                      |     Shares |      Shares |      Shares |       | 
|                      |       held |    Acquired |        held |       | 
|                      |   prior to |             |   following |     % | 
|                      |    Placing |             |     Placing |       | 
+----------------------+------------+-------------+-------------+-------+ 
|                      |            |             |             |       | 
+----------------------+------------+-------------+-------------+-------+ 
| Gordon Sklenka       |          - | 150,000,000 | 150,000,000 | 14.59 | 
+----------------------+------------+-------------+-------------+-------+ 
| Alecto Energy Plc    |          - | 100,000,000 | 100,000,000 |  9.73 | 
+----------------------+------------+-------------+-------------+-------+ 
| Brewin Dolphin       | 22,400,000 |  75,000,000 |  97,400,000 |  9.47 | 
| Nominees Ltd         |            |             |             |       | 
+----------------------+------------+-------------+-------------+-------+ 
| Blair Sergeant       |          - |  60,000,000 |  60,000,000 |  5.84 | 
+----------------------+------------+-------------+-------------+-------+ 
| SF T1PS SML CO Fund  | 22,400,000 |           - |  22,400,000 |   nln | 
+----------------------+------------+-------------+-------------+-------+ 
| Christopher Potts    | 22,400,000 |           - |  22,400,000 |   nln | 
+----------------------+------------+-------------+-------------+-------+ 
| Dru Edmonstone       | 16,800,000 |           - |  16,800,000 |   nln | 
+----------------------+------------+-------------+-------------+-------+ 
| Peter Webb           | 16,800,000 |           - |  16,800,000 |   nln | 
+----------------------+------------+-------------+-------------+-------+ 
| Henry Brooks         | 11,200,000 |           - |  11,200,000 |   nln | 
+----------------------+------------+-------------+-------------+-------+ 
|                      |            |             |             |       | 
+----------------------+------------+-------------+-------------+-------+ 
nln: no longer notifiable as below 3% 
 
                                    **ENDS** 
 
+--------------+----------------------+---------------------+ 
| For further information on the Company visit              | 
| www.charlesstreetplc.com or contact:                      | 
+-----------------------------------------------------------+ 
|                                                           | 
+-----------------------------------------------------------+ 
| Nicholas Lee | Charles Street       | Tel: [phone]  | 
|              | Capital plc          |                     | 
+--------------+----------------------+---------------------+ 
| Damian       | Charles Street       | Tel: [phone]  | 
| Conboy       | Capital plc          |                     | 
+--------------+----------------------+---------------------+ 
| John         | ZAI Corporate        | Tel: [phone]  | 
| Depasquale   | Finance              |                     | 
+--------------+----------------------+---------------------+ 
| Hugo de      | St Brides Media &    | Tel: [phone]  | 
| Salis        | Finance Ltd          |                     | 
+--------------+----------------------+---------------------+ 
| Elisabeth    | St Brides Media &    | Tel: [phone]  | 
| Cowell       | Finance Ltd          |                     | 
+--------------+----------------------+---------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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