Legend Announces Filing of Rights Offering Registration Statement
Legend International Holdings Inc. (OTCBB:LGDI) announced today that it had filed a registration statement with the Securities and Exchange Commission for a proposed rights offering to holders of its common stock.
Upon Effectiveness of the registration statement, the Company intends to distribute non-transferable subscription rights to purchase up to an aggregate of 444,047,971 shares of common stock. Each stockholder of record on the record date will receive one subscription right for each share of common stock owned on the record date. Each subscription right entitles the holder to purchase one share of common stock at a purchase price of $0.05 per share. The Company expects the record date to be October 24, 2013 or later. Upon commencement of the rights offering, stockholders will be able to exercise their rights to purchase shares in the rights offering until the expiration date, which has not yet been determined. The Company plans to finalize the record date and the expiration date for the rights offering shortly before the registration statement is declared effective by the SEC. The Company reserves the right to cancel or terminate the rights offering at any time prior to the expiration of the rights offering.
Perfectus Management Ltd., an affiliate of the Company’s Chairman, President and Chief Executive Officer, has agreed, subject to certain conditions, to purchase 200 million shares of common stock not otherwise purchased by our stockholders in the subscription rights, at the subscription price of $0.05, totalling $10 million (“Standby Purchase Quantity). In addition, Perfectus has been granted an option to purchase the balance of any shares not subscribed for by shareholders under the rights issue and after the purchase of the Standby Purchase Quantity (“Option Quantity”). The consideration for the Option Quantity is $0.05 per share.
The Company intends to use the net proceeds of the offering, to develop its phosphate assets and for general corporate purposes. Any remaining net proceeds will be used for working capital and general corporate purposes.
A registration statement relating to the shares of common stock underlying the rights has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
A copy of the prospectus relating to the rights offering meeting the requirements of Section 10 of the Securities Act of 1933 and additional materials relating to the rights offering will be mailed to stockholders of the Company shortly after the record date. Stockholders will then also be able to obtain a copy of this prospectus from the Subscription Agent for the offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
“Safe Harbor” Statement. With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the maters herein described. These are detailed from time to time in the “Risk Factors” section of the prospectus and the Company’s SEC reports.
Contact
Legend International Holdings Inc.
Joseph Gutnick, +011 613 8532 2866
Chief Executive Officer
Fax: +011 613 8532 2805
or
Peter Lee, +011 613 8532 2866
Chief Financial Officer
Fax: +011 613 8532 2805
