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.
Copyright Business Wire 2013