Centamin Egypt Limited
TSX : CEE
LSE : CEY

Centamin Egypt Limited

December 09, 2010 02:05 ET

Centamin Egypt Announces a Proposed Placing of Approximately 51.5 Million New Ordinary Shares

TORONTO, ONTARIO--(Marketwire - Dec. 9, 2010) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Centamin Egypt Limited, dual listed on the London Stock Exchange (LSE:CEY) and the Toronto Stock Exchange (TSX:CEE) (the "Company" or "Centamin"), today announces that it has entered into arrangements to issue approximately 51.5 million new ordinary shares in the capital of the Company (or Depositary Interests representing such ordinary shares) with BofA Merrill Lynch and Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus") who will seek to place such shares (the "Placing Shares") with institutional investors pursuant to an accelerated bookbuild, non pre-emptive underwritten placing (the "Placing"). The Placing Shares will represent approximately 5.0 per cent. of the Company's existing issued ordinary share capital and will be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities.

With the development of Sukari progressing well, Centamin intends to use the net proceeds of the offering for general corporate and working capital purposes as it pursues its growth strategy in the region.

BofA Merrill Lynch is acting as sole bookrunner to the Placing. BofA Merrill Lynch and Stifel Nicolaus are acting as co-lead managers to the Placing. The price at which the Placing Shares will be issued (the "Placing Price") will be announced by the Company as soon as practicable hereafter. 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

The Placing Shares are not being offered to, and will not be placed with, persons in Canada. The Company will apply for: admission of the Placing Shares to the Official List of the UK Listing Authority; trading on the London Stock Exchange plc's main market for listed securities; and the approval of the Toronto Stock Exchange ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 14 December 2010.

The issue of the Placing Shares is conditional upon Admission becoming effective and the Placing Agreement between the Company, BofA Merrill Lynch and Stifel Nicolaus becoming unconditional and not being terminated.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act, or in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any of the Placing Shares under the US Securities Act. The Placing Shares will not be offered or sold to the public in the United States.

The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to "qualified institutional buyers" in accordance with an exemption from registration under the Securities Act. 

This announcement contains or may contain certain forward-looking statements with respect to certain plans of the Company and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Contact Information

  • BofA Merrill Lynch
    Omar Davis
    Andrew Tusa
    Oliver Holbourn
    Elliot Richmond
    +44 20 7628 1000