We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Hidefield Gld | LSE:HIF | London | Ordinary Share | GB0003644506 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.475 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMHIF HIDEFIELD GOLD PLC DEBT CAPITALISATION ISSUE On 25 July 2008 Hidefield Gold plc ("Hidefield" or "the Company") announced that it had entered into a convertible loan facility agreement with Hamilton Capital Partners Limited ("Hamilton"), a company with which Kenneth P. Judge, Chairman of the Company, is connected, for an amount of up to GBP1,000,000 (the "Facility Agreement"). Since that date, approximately GBP350,000 (excluding accrued interest) has been made available by Hamilton pursuant to the Facility Agreement. Hamilton had discussions with a number of potential investors to invite them to participate in the convertible loan facility on terms consistent with the Facility Agreement. As a result, the Company received advances and financial accommodations from George Robinson and Abdul Rahman Kayed (the "Investors"). However, due to the deteriorating economic climate in the second half of 2008 and early 2009, the falling share price of the Company and related difficulties facing junior exploration companies seeking funding, the Investors required that the terms under which they were prepared to invest be substantially different to those originally contemplated in the Facility Agreement. This was not achievable under the Facility Agreement and the terms of these advances were not formally documented at the times of advance. The Company has entered into a loan agreement with Hamilton, George Robinson and Abdul Rahman Kayed (the "Lenders") dated 30 April 2009 (the "Loan Agreement") in order to consolidate the advances made by the Lenders to the Company and formalise their terms. The Loan Agreement therefore replaces and supersedes the Facility Agreement and, pursuant to its terms, the Company shall repay the outstanding amounts plus all interest accrued on 30 September 2009. Interest will accrue at a rate of 14 per cent. per annum. The Company can chose to prepay the outstanding amounts and to set off any obligation to repay or prepay any amounts under the Loan Agreement against any obligation then due to the Company by the Lenders. The loans may become immediately repayable to the Lenders upon the occurrence of an event of default by the Lenders giving notice to the Company. An event of default occurs when, inter alia, the Company fails to pay any amount due under the Loan Agreement when it falls due or the Company becomes insolvent. Debt Capitalisation Issue The Company has reached an agreement with the Lenders to capitalise amounts owing by the Company to the Lenders pursuant to the Loan Agreement through the issue of new Ordinary Shares in consideration for the release of amounts owed by the Company. In aggregate, an amount of up to GBP1,321,359 owing to the Lenders will be released in consideration for the issue of up to 132,135,900 new ordinary shares of 1p each ("Ordinary Shares") at a price of 1p each (the "Debt Capitalisation Issue"). Of this amount, 59,000,000 Ordinary Shares (resulting in the release of GBP590,000) (the "First Subscription") have been placed with the Lenders by utilising the Board's current authority to allot Ordinary Shares and is therefore conditional only on the new Ordinary Shares being admitted to trading on AIM ("Admission") on or before 7 May 2009. The balance of the Debt Capitalisation Issue, being 73,135,900 Ordinary Shares (resulting in the release of GBP731,359) (the "Second Subscription") is conditional upon: (a) the passing of the resolutions to be proposed at a general meeting of the Company to be held on 20 May 2009 (the "General Meeting"); (b) either (i) the Lenders not being deemed to be acting in concert with each other for the purposes of the City Code on Takeovers and Mergers (the "City Code"); or (ii) if the Lenders are so deemed, to the extent that such subscription would result in the Lenders having an interest in Ordinary Shares which carry 30 per cent. or more of the voting rights in the Company, the Panel on Takeovers and Mergers (the "Panel") waiving the obligation of the Lenders to make a general offer that would otherwise arise as a result of the Second Subscription and such waiver being approved by independent shareholders voting on a poll at a further general meeting of the Company on or before 30 June 2009; and (c) save in respect of any Ordinary Shares that are only to be subscribed by the Lenders following the waiver referred to in paragraph (b)(ii), Admission of such Ordinary Shares becoming effective on or before 21 May 2009 (or such later date as the Lenders and the Company may agree, being not later than 29 May 2009). Hamilton has conditionally agreed to subscribe for an aggregate of GBP363,790 corresponding to 36,379,000 new Ordinary Shares. Of this amount, 17,000,000 Ordinary Shares (resulting in the release of GBP170,000) will be subscribed for pursuant to the First Subscription and the balance of 19,379,000 Ordinary Shares (resulting in the release of GBP193,790) would be subscribed for pursuant to the Second Subscription. As at the date of this announcement, Hamilton holds 21,961,675 Ordinary Shares, which equates to 7.90 per cent. of the Company's current issued share capital. Following completion of the First Subscription, Hamilton will hold 38,961,675 Ordinary Shares (equating to 11.56 per cent. of the Company's then issued share capital) and following completion of the Second Subscription it would hold 58,340,675 Ordinary Shares (equating to 14.22 per cent. of the Company's then issued share capital). George Robinson has conditionally agreed to subscribe for an aggregate of GBP259,131 corresponding to 25,913,100 new Ordinary Shares. Of this amount, 12,500,000 Ordinary Shares will be subscribed for pursuant to the First Subscription and the balance of 13,413,100 Ordinary Shares (resulting in the release of GBP134,131) would be subscribed for pursuant to the Second Subscription. As at the date of this announcement, George Robinson holds 16,892,352 Ordinary Shares, which equates to 6.07 per cent. of the Company's current issued share capital. Following completion of the First Subscription, George Robinson will hold 29,392,352 Ordinary Shares (equating to 8.72 per cent. of the Company's then issued share capital) and following completion of the Second Subscription he would hold 42,805,452 Ordinary Shares (equating to 10.43 per cent. of the Company's then issued share capital). Abdul Rahman Kayed has conditionally agreed to subscribe for an aggregate of GBP698,438 corresponding to 69,843,800 new Ordinary Shares. Of this amount, 29,500,000 Ordinary Shares (resulting in the release of GBP295,000) will be subscribed for pursuant to the First Subscription and the balance of 40,343,800 Ordinary Shares (resulting in the release of GBP403,438) would be subscribed for pursuant to the Second Subscription. Following completion of the First Subscription, Abdul Rahman Kayed will hold 29,500,000 Ordinary Shares (equating to 8.75 per cent. of the Company's then issued share capital) and following completion of the Second Subscription he would hold 69,843,800 Ordinary Shares (equating to 17.03 per cent. of the Company's then issued share capital). The Placing The Board is also proposing to raise up to approximately GBP750,000 (before expenses) by the placing of new Ordinary Shares at a placing price of not less than 1p per share (the "Placing"). The Board is currently in discussions with existing shareholders and other investors regarding their participation in the Placing. However, as at the date of this announcement, the Company has not entered into any definitive documentation regarding the Placing. Should the Board decide to proceed with the Placing, it will use the net proceeds to provide further working capital and strengthen the Company's balance sheet. To the extent that any of the Lenders intend to subscribe in the Placing, such subscription would be dependent either on the Lenders not being deemed to be acting in concert with each other for the purposes of the City Code or on the subscription in the Placing by the Lender(s) being included within the Panel's waiver and approval by independent shareholders described in sub-paragraph (b)(ii) above. The ability of the Board to proceed with the Placing is conditional, inter alia, on the passing of the necessary resolutions to be proposed at the General Meeting. General Meeting A notice convening a general meeting of the Company to be held at 9.30 a.m. on 20 May 2009 will shortly be sent to shareholders. The resolutions to be proposed at the General Meeting will permit the Debt Capitalisation Issue and the Placing to proceed and give the Directors the flexibility to raise additional funds in the future, as and when suitable opportunities may arise. However, other than the Debt Capitalisation Issue and the Placing, the Board has no current intention to issue any shares in the Company. Related Party Transactions The Directors other than Kenneth P. Judge (the "Independent Directors") consider that the resolutions to be proposed at the General Meeting are necessary to facilitate the Company's requirement to raise additional funds to meet its debt repayment obligations and to provide the funding required to meet the costs of carrying out the Company's exploration activities for the benefit of the members as a whole. Without the approval of the resolutions, the Company's ability to raise additional funding will be materially and adversely affected and the Company will have to examine closely whether its ability to remain a viable, independent exploration company has been compromised. As Kenneth P. Judge is deemed to be a person connected to Hamilton, it is a related party under the AIM Rules. Each of the entry into the Loan Agreement by the Company and the subscription for Ordinary Shares by Hamilton pursuant to the Debt Capitalisation Issue constitute related party transactions. Accordingly, Kenneth P. Judge has not taken part in the consideration and approval of the above-mentioned related party transactions in his capacity as a Director. The Independent Directors consider, having consulted with Hanson Westhouse Limited, the Company's nominated adviser that the transactions with Hamilton referred to above are fair and reasonable insofar as Shareholders are concerned. Enquiries: Hidefield Gold plc Ken Judge, Chairman + 44 773 300 1002 Investor Relations + 44 20 7590 5503 Paul Ensor Hanson Westhouse Limited (Nomad and Broker) + 44 113 246 2610 Tim Feather / Matthew Johnson =--END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
1 Year Hidefield Gold Chart |
1 Month Hidefield Gold Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions