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RAIDEN RESOURCES LIMITED — Capital/Financing Update 2012
Oct 25, 2012
65675_rns_2012-10-25_84734863-7f14-4133-ada2-2dbb94f75c3b.pdf
Capital/Financing Update
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SVC Group Limited
ACN 009 161 522
Level 8, 55 Hunter Street Sydney, NSW 2000
Company Announcements Supervision Australian Securities Exchange 20 Bond Street Sydney NSW 2000
26[th] October 2012
Attention: Companies Officer
ZAMBIA ASSETS - SPIN OFF INTO PUBLIC UNLISTED COMPANY
The Board of SVC Group Limited has determined that the Zambia Assets, held as a 34% shareholding in Zambian Resource Ventures Pty Ltd are not core to the Company’s future. As it is likely that the Company will be required to raise funds for their development, it has been determined that the Zambia Assets be transferred to a separate non- ASX listed public company.
Under the proposal, it is proposed that the Company undertake the Spinoff, with the result that:
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a) the Company’s interest in the Zambia Assets be transferred to a wholly-owned subsidiary of the Company, to be newly incorporated for the purposes of the Spinoff, such subsidiary to be ZTR Resources Limited (ZTR);
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b) the Company’s 100% shareholding in ZTR be then transferred to the Company’s Shareholders by way of a pro-rata in specie distribution, with the result that the Company’s Shareholders each hold shares in ZTR in the same proportion as they do in the Company as at the Spinoff Record Date; and
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c) the Company’s Shareholders’ shareholdings in the Company are unaffected by the Spinoff.
The Board has considered at length the development and funding of the Zambia Assets. It has decided that they be transferred out of SVC to a non ASX-listed entity owned by the current owners of SVC for the benefit of its shareholders.
Importantly, under the proposal for the Spinoff, the Company’s Shareholders will not be required to pay any consideration for the ZTR Shares, as the Company will effect an appropriate capital reduction in its books to reflect the in specie distribution. Further, the Company’s Shareholders will retain their interest in their Shares in the Company, with the prospects of realising value from the Company’s main undertaking.
Zambia Resource Ventures Pty Ltd
Zambian Resource Ventures Pty Ltd (ACN 156 602 487) (ZRV), a company which is 34% owned by SVC Group Limited, as previously disclosed to market entered into an Option to Joint Venture with Cannan Oil Exploration Mining Limited, a Zambian company which holds two emerald mining licences in the Kafubu area of Zambia. Further to this ZRV has entered into a Subscription Agreement allowing for Mr. Quogiang Wu to subscribe for a total of 15,000,000 shares at $0.027 per share to raise a total of
SVC Group Limited
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$400,000. The first tranche of $100,000 has been received by ZRV. Mr. Wu now has until December 31[st] 2012 to place the remaining $300,000 at the same price.
If the Option with Cannan Oil Exploration Mining Limited is exercised the JVA will become an executed agreement that will require ZRV to propose a trial mining programme and supervise the execution of the mining and processing of the emeralds. The costs would be born by ZRV alone in return for 65% of the net profit from the sale of emeralds.
Notice of Meeting
SVC Group will today dispatch a Notice of Meeting to approve the reduction of capital contemplated through this process.
Please do not hesitate to contact the Company for any further information or clarification on the matters addressed in this update.
Yours faithfully,
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Richard Pritchard Chairman and joint Company Secretary SVC Group Limited