The Board of Directors of SolGold PLC (SolGold or the Company) is pleased to announce that SolGold has today entered an agreement with BHP Billiton Holdings Limited (BHP) pursuant to which BHP will subscribe for 100 million shares at 45p to raise £45m (US $59.2 million) (The Placement) on terms and conditions contained within a share subscription agreement (BHP SSA).
Highlights:
Ø BHP Billiton Holdings Limited (BHP) to subscribe for 100 million shares at 45p to raise £45m (USD $59.2 million).
Ø BHP to have anti-dilution rights for a period of two years in respect of all capital issues to maintain a 10% interest in SolGold provided BHP does not drop below a 10% shareholding level in SolGold.
Ø BHP to have a right to appoint a Director to the SolGold Board provided BHP does not drop below a 10% shareholding level in SolGold.
Ø BHP will, for a period of two years, support the recommendations of the Board of Directors in respect of SolGold Board composition.
Ø BHP will, for a period of two years, support the recommendations of the SolGold Board in respect of any shareholder approvals required in connection with any change of control transaction involving the Cascabel Project or SolGold, provided it is supported by an Independent Expert appointed by the SolGold Board and 60% of SolGold shareholders (disregarding BHP’s shares) accept or approve the transaction.
Ø BHP agrees to a standstill in respect of SolGold under certain circumstances for a period of two years and, subject to certain exceptions, cannot acquire further shares in SolGold above a threshold of 246,634,271 shares, without SolGold consent.
Ø BHP agrees, for a period of two years (subject to certain exemptions), not to discuss any change of control transaction of SolGold with third parties without SolGold consent.
Ø BHP agrees, for a period of two years, to provide SolGold, in certain circumstances with a right of first offer in the event that BHP wishes to dispose of its acquired shares.
References to figures and tables relate to the version visible in PDF format by clicking the link http://www.rns-pdf.londonstockexchange.com/rns/1229E_1-2018-10-15.pdf
Following completion of The Placement, which will occur on 19 October 2018, BHP’s interest in SolGold will increase to 203.125 million shares or 11.18% of SolGold’s undiluted issued capital. BHP currently holds 103.125 million shares in SolGold.
The Placement pricing represents an approximate 30% premium to the last 20 days volume weighted average price (VWAP) and a 27.8% premium to the closing price for SolGold on LSE on Monday 15 October 2018.
