Centamin Egypt Limited
TSX : CEE
LSE : CEY

Centamin Egypt Limited

December 09, 2010 05:18 ET

Centamin Egypt Announces the Successful Placing of 51,502,917 New Ordinary Shares at a Placing Price of 167 Pence Per Share

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"), announces the completion of the placing announced earlier today (the "Placing"). A total of 51,502,917 new ordinary shares in the capital of Centamin (or Depositary Interests representing such ordinary shares) (the "Placing Shares") have been placed with institutions at a price of 167 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the gross proceeds of the Placing will be approximately £86 million. 

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 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 or about 14 December 2010.

BofA Merrill Lynch is acting as sole bookrunner to the Placing. Stifel Nicolaus & Company, Incorporated is acting as co-manager to the Placing. The Placing is conditional upon, inter alia, Admission becoming effective. In connection with the issue of the Placing Shares and Admission, the Company has agreed subject to certain exceptions (including pursuant to the Company's share option schemes, other previously disclosed options or where the consent of each of the Banks has been obtained) not to issue new ordinary shares for a period of 120 days from the date of closing of the Placing.

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. The Placing Shares were not offered to, and will not be placed with, persons in Canada.

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.

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Merrill Lynch or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Stifel Nicolaus, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Stifel Nicolaus nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Contact Information

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