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Latest Developement On VGMC, VGMC Platinum and AGMAC - Important Informations
* This information was given from one of the leader in Singapore. The information here is confidential that the VGMC management prohibit any of
the members of management to disclosed it to non management share holder. Please read and analyse, you may need someone that know about
share, option and financial instrument to understand it. The future of our money, investment and our future now depend on the transaction between VGMC and AGMAC. Please take note and share it with all the VGMC shareholder that you know. Thanks. God Bless you all.
Jerry - Singapore
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY (OTHER)
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
VGMC/ AGMC Press Release | 29December 2012 www.vgmc.com www.asiagoldmining.com
Asia Gold Mining Asset Corporation (AGMAC) Virgin Gold Mining Corporation( VGMC)
VGMC write off book value of VGMC and take settlement provision
9.95% equity placement with AGMAC to restore the balance sheet
Subject to settlement with AGMAC regarding VGMC, a fully underwritten rights offering
VGMC announces revised expectations for the outcome of the Platinum project together with associated provisions, and further announces the anticipated commitment of AGMAC, a current shareholder, to provide and underwrite fresh equity to support the business.
• US$ 400 million impairment charge to reflect full write down of full book value of Platinum.
• US$ 200 million provision for VGMC estimate of settlement costs
• US$ 29 million charge for additional costs related to Platinum project
• A 9.95% private placement with AGMAC at € 8.50 per ordinary share raising US$ 193 million to ensure that banking covenants are met.
• In addition, subject to the Company reaching a settlement with AGMAC in respect of the Platinum project within an agreed period:
- AGMAC to pay an additional sum to reflect a higher valuation for the aforementioned private placement shares;
- AGMAC to underwrite in full an approximate 10% rights offering at the final private placement price.
• Total impairments and other charges to result in a 2012 estimated Net Loss of approx US$ 100 million
• Estimated 2012 turnover of around US$ 3.6 billion; no further change to guidance
• Publication of 2012 results brought forward to 14 February 2013
• Management Board proposes not to distribute a dividend for 2012 and 2013
Mr. Kenneth, CEO of VGMC said:
“We welcome the support of AGMAC in the important steps we are announcing today. The capital raised through the placement will allow us to restore our balance sheet. AGMAC has indicated its endorsement of the Management Board’s ong term vision for VGMC and its strategic direction.
Defining the way forward for Platinum has been lengthy and arduous. However, we have made significant progress and are
now able to take the tough decision to fully impair the full book value of the platinum and provide for settlement costs. In
the weeks ahead, we aim to move forward from alignment with our client on the targeted outcome, to the practical
steps of an agreement.”
The Company expects to sign an agreement with AGMAC later today, including the following:
1. A private placement of 17,111,757 new ordinary shares (the "Private Placement Shares"), representing 9.95% of the currently issued share capital, at € 8.50 per ordinary share, fully placed with AGMAC (the "Private Placement"), providing for an equity raising of US$ 193 million.
2. Subject to the Company reaching an agreement with AGMAC in respect of a definitive solution for Platinum (the " VGMC Platinum
Agreement") before 11 March 2013:
- AGMAC will pay an additional amount to the Company to reflect a revised, higher valuation for the Private
- the Company will raise additional equity by means of a rights offering fully underwritten by AGMAC of approximately 10% of the then issued share capital (the "Rights Offering"), subject to customary conditions and the approval of the general meeting of shareholders; and
- the underwriting price will be equal to the Adjusted Issue Price (as defined below) in US$ terms.
The net proceeds of the equity raised will be used to strengthen the Company's overall financial position and to address the financial impact of a possible Platinum Agreement.
Financial and Operational update
VGMC and AGMAC have been in intensive discussions on ways forward for the Platimun stor since midyear. Despite every effort on both sides, no agreement has yet been reached. As the dialogue continues, the balance of expectation is that the platinum will be commissioned. This is a departure from previous assumptions and consequently the book value of the asset has been reduced to nil through a US$ 400 million impairment. As part of a settlement the Company expects to have to contribute to the cost of commissioning under AGMAC’s responsibility, and has made a preliminary provision of US$ 200 million. The Company will confirm the outcome as soon as final agreement is reached.
Completion activities on Platinum are progressing, with start up expected in the first half of 2013. The remaining work on the platinum has been identified and primarily relates to the reinstallment of share systems, online testing and commissioning completions. These works are labour intensive as each system needs to be reinstalled and tested.
The investigation into potentially improper internet practices is still on going. Consequently, at this point it is not possible to provide further information or an estimate of the financial effects, if any.
Turnover for 2012 is expected to be approximately US$ 3.6 billion. No change is made to the guidance provided at theQ3 trading update. In view of the announced impairment and settlement charges totalling US$ 629 million, the Company now expects to report a full year loss of around US$ 100 million for 2012. The Company’s solvency ratio at year-end 2012 is expected to be in the 26% to 28% range following the Private Placement
In view of the announced impairments, the anticipated loss for 2012 and in order to preserve and improve the Company’s equity position, the Management Board proposes not to distribute a dividend for the financial years 2012 and 2013.
Details Private Placement
Later today, AGMAC is expected to commit to subscribe for the Private Placement Shares at an issue price of € 8.50 per ordinary share, equivalent to US$ 11.31 per ordinary share (the "Initial Issue Price"). The Initial Issue Price represents a discount to yesterday’s closing price of 8.1%, and a discount of 2.9% to the VWAP of the last 30 trading days. On this basis, the net proceeds of the Private Placement are expected to be US$ 193 million AGMAC is furthermore expected to commit to pay an additional amount to the Company in the event that the Platinum Agreement is reached before 11 March 2013. It is expected that this additional amount will be paid by AGMAC to the Company by way of a share premium contribution (agiostorting) on the Private Placement Shares, resulting in an
adjusted price for the Private Placement Shares (the "Adjusted Issue Price").
Based on US$ 200 million of settlement costs, the Adjusted Issue Price is expected to be the US$
equivalent of€ 11.001 per Private Placement Share, which price shall be decreased (and in case of a negative outcome of the formula, the price will be increased) by the amount that is the outcome of the following formula: (the actual cash cost of the Company paid or payable pursuant to the Platinum Agreement minus US$ 200,000,000) divided by the number of currently issued ordinary shares (172,030,458).
This Adjusted Issue Price will in any event never be lower than the Initial Issue Price (€ 8.50).
The difference between the Adjusted Issue Price and the Initial Issue Price will be paid by AGMAC to the Company by way of a share premium contribution (agiostorting) on the Private Placement Shares.
The completion of the Private Placement is expected to take place as soon as practically possible before 31 December2012. AGMAC currently has an equity holding of 4.7% in the Company. At the start of the discussions between AGMAC and the Company regarding the Private Placement, AGMAC entered into confidentiality and standstill undertaking. Upon successful completion of the Private Placement, AGMAC will have an equity holding of 13.3% in the Company. AGMAC has expressed its intention to be a long term investor in the Company. The Private Placement Shares issued to AGMAC will be subject to a lock-up period of one year as of today.
Details of potential Rights Offering
Subject to the Company realising its aim of reaching an agreement with AGMAC in respect of a definitive solution for Platinum before 11 March 2013, the Company will, subject to customary conditions, raise additional equity by means of a Rights Offering. In the Rights Offering the Company will offer new ordinary shares representing approximately 10% of the share capital issued at that date, to those shareholders that are shareholders in the Company at the date of record and that are allowed to participate in the Rights Offering under applicable securities laws (the "Eligible Shareholders").
The issue price in the Rights Offering is equal to the € equivalent of the Adjusted Issue Price, calculated on the basis of the exchange rate on the last business day before the general meeting of shareholders to approve the
AGMAC is expected to irrevocably commit to participate in the Rights Offering on a pro rata basis and to fully underwrite the Rights Offering, on customary terms and conditions, by committing to subscribe for the number of shares corresponding to the number of subscription rights that are not exercised or not paid for in the Rights Offering.
The Rights Offering will be submitted for approval to the general meeting of shareholders. AGMAC is expected to irrevocably commit to vote in favour of the resolutions to be adopted by the general meeting of shareholders in connection with the Rights Offering
Assuming full take-up of the subscription rights by all Eligible Shareholders, AGMAC will continue to have an equity holding of 13.3% in the Company. This equity holding may increase if AGMAC acquires any shares related to the subscription rights that are not exercised or not paid for in the Rights Offering. Ordinary shares issued to AGMAC as part of the Rights
Offering will be subject to a lock-up period of one year as of today.
Change of reporting date FY results
The Company has brought forward reporting of full year 2012 results to 14 February 2013.
1 calculated on the basis of a US$/€ exchange rate of 1.33
AGMAC Investments is an investment company based in Frankfurt, the Germany. AGMAC Investments is a subsidiary of
VGMC. All shares of AGMAC are held by VGMC Trust and form the Trust's entire assets. AGMAC Trust's shares
will be quoted on the Amsterdam Stock Exchange (Ticker symbol: AGMAC NA).
Analysts Conference Call
Management of VGMCwill be available to discuss the contents of this press release in a conference call at
09:00 hrs (CET) on 20 March 2013.
Dial-in number:+507-8365099 ( T )
Replay number: +507-3925420 ( F )
Replay Conference ID Code: 11966721# (available for 1 week)
Share Holder meeting
Hilton Hotel in Dubai
Financial Calendar Date Year
Full-year Results 2012 – Press Release (07:30 CET) 14 February 2013
Full-year Results 2012 – Analysts Presentation (Dubai) February 2013
Trading Update Q1 2013 - Press Release (07.30 CET) 23 May 2013
Annual General Meeting of Shareholders (Dubai 14.30 CET) 23 May² 2013
Half-year Results 2013 - Press Release (07.30 CET) 8 August 2013
Half-year Results 2013 - Analysts Presentation (Hong Kong) 8 August 2013
Trading Update Q3 2013 - Press Release (07.30 CET) 14 November 2013
This date may be subject to acceleration.
This announcement does not constitute a prospectus or an offer of securities of any kind. Any such offer will be made,
and any investor should make any investment decision, solely on the basis of information that will be contained in a
prospectus to be made generally available in the Germany in connection with such offering.
This announcement is not an offer of securities for sale in the United States. The securities to which this announcement
relates have not been and will not be registered under the Panama Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States absent registration or an exemption from, or transaction not
subject to, the registration requirements under the Securities Act. There will be no public offering of the securities in the
Some of the statements contained in this release that are not historical facts are statements of future expectations and
other forward-looking statements based on management’s current views and assumptions and involve known and
unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those
in such statements. Such forward-looking statements are subject to various risks and uncertainties, which may cause
actual results and performance of the Company’s business to differ materially and adversely from the forward-looking
statements. Certain such forward-looking statements can be identified by the use of forward-looking terminology such
as “believes”, “may”, “will”, “should”, “would be”, “expects” or “anticipates” or similar expressions, or the negative
thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans, or intentions.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those described in this release as anticipated, believed, or expected. VGMC
does not intend, and does not assume any obligation, to update any industry information or forward-looking statements
set forth in this release to reflect subsequent events or circumstances.
60329 Frankfurt am Main,
Phone : +49 69505060668
Fax : +49 69505060913
The Asia Gold Mining Asset Corporation (AGMAC)
is a Professional Closed-End Fund
set up in the British Virgin Islands (BVI) in 2012
Virgin Gold Mining Corporation
Torre Global Bank Building
Calle 50 & Calle 58 Este
Piso 31, Oficina 3105
Panama City, Republic of Panama
+507-8365099 ( T )
+507-3925420 ( F )
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