Gloucester Coal has announced that it has raised $434 million through a share offer to institutional investors.
Gloucester Coal has announced that it has raised $434 million through a share offer to institutional investors.
Gloucester wants to raise $455 million to acquire Noble Group's interest in the Middlemount Joint Venture, a nearterm, open-cut metallurgical coal development project located in Queensland's Bowen Basin.
Despite the strong take up by institutional investors Gloucester has decided not to exercise the option to upsize the equity raising via a placement.
"We are very pleased with this result and with the strong level of support from new institutional investors," said Gloucester's chief executive officer Barry Tudor.
"As a result of the transaction, Gloucester has taken a significant step forward in its strategy to become a major Australian, independent, diversified metallurgical coal producer," he said.
The company expects to raise $21 million through the retail component of the capital raising.
See company statement below:
Gloucester Coal Ltd (ASX: GCL) ("Gloucester") today announced the successful completion of the c.A$434 million underwritten institutional component of its 3 for 5 accelerated, non-renounceable pro rata entitlement offer ("Institutional Entitlement Offer"), which will result in the issue of c.47 million new shares at the offer price of A$9.25 per new share.
As announced on 4 August 2010, the net proceeds of the Institutional Entitlement Offer will be used to acquire (subject to shareholder approval) Noble Group Limited's ("Noble") interests in the Middlemount Joint Venture (the "Middlemount JV"), which owns the Middlemount project, a nearterm, open-cut metallurgical coal development project located in Queensland's Bowen Basin.
Noble, which currently holds 87.7% of Gloucester1, has not taken up its entitlement under the Institutional Entitlement Offer and, as a result, Noble's entitlement shares and the shares of other non-participating and ineligible shareholders have been offered to institutional investors at the offer price of A$9.25 per new share. Despite strong demand, Gloucester has decided not to exercise the option to upsize the equity raising via a placement.
The Institutional Offer was very well supported by new shareholders globally, significantly enhancing Gloucester's share register. Following completion of the Institutional Entitlement Offer and issue of A$100 million worth of new Gloucester shares to Noble (subject to shareholder approval)2, Noble's shareholding in Gloucester is expected to reduce to c.62%3 which will significantly increase Gloucester's free-float and liquidity.
Gloucester's Chief Executive Officer, Mr Barry Tudor, said: "We are very pleased with this result and with the strong level of support from new institutional investors. As a result of the transaction, Gloucester has taken a significant step forward in its strategy to become a major Australian, independent, diversified metallurgical coal producer".
The new shares from the Institutional Entitlement Offer are expected to be issued on 18 August 2010 and commence trading on ASX on the same day.
These new shares will rank equally with existing Gloucester shares, however, these new shares are not eligible to be accepted into the Noble Offer4 and will trade under a separate ASX code (GCLN) to those on issue at 1 June 2010 until the Noble Offer and any associated buy-out rights end (the Noble Offer is currently scheduled to close on 3 September 2010, but may be extended.
Gloucester shares are expected to resume trading on the ASX today.
Commencement of the Retail Entitlement Offer
The size of the retail component of the entitlement offer ("Retail Entitlement Offer"), which is non-underwritten, is up to A$21 million.
The Retail Entitlement Offer will open on 12 August 2010 and is expected to close at 5.00pm (AEST) on 27 August 2010. Eligible retail shareholders will have the opportunity to subscribe for 3 new shares for every 5 existing Gloucester shares held at 7.00pm (AEST) on 9 August 2010 ("Record Date"), at the offer price of A$9.25 per new share, the same offer price as under the Institutional Offer.
Eligible retail shareholders may apply for new shares in excess of their entitlement subject to availability and scale-back at the sole discretion of Gloucester.
Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and personalised Entitlement and Acceptance form which is expected to be mailed to eligible retail shareholders by 12 August 2010. The Retail Entitlement Offer is not being extended to shareholders outside Australia or New Zealand. All eligible retail shareholders registered as such on the Record Date will be entitled to participate in the Retail Entitlement Offer whether or not they have accepted the Noble Offer and whether or not their acceptances are entitled to be withdrawn.
Retail shareholders who have further questions regarding the Retail Entitlement Offer should call the Gloucester Entitlement Offer Information Line on 1300 091 105 (within Australia) or +61 3 9415 4681 (from outside Australia) between 8.30am and 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period. For other questions, you should consult your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.
