Issue of Prospectus and Circular

RNS Number : 9374Y

Aminex PLC

30 January 2014

 



NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AMINEX PLC, IS AN ADVERTISEMENT AND NOT A PROSPECTUS.  INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY AMINEX PLC IN CONNECTION WITH THE PLACING AND OPEN OFFER.

30 January 2014

Aminex plc

("Aminex" or "the Company")

Issue of Prospectus and Circular

The Board of Aminex is pleased to advise thata prospectus in relation to the proposed Placing and Open Offer (the "Prospectus") was approvedtoday (30 January2014) by the Central Bank of Ireland, as competent authority under the Prospectus Directive.  The Prospectus will be available today, free of charge, in electronic format to Qualifying Shareholders on the Company's website at www.aminex-plc.com and in printed format until 24 February 2014 at the Company's registered office at 6 Northbrook Road, Dublin 6, Ireland and at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and at the offices of Shore Capital, Bond Street House, 14 Clifford Street, London W1S 4JU, United Kingdom.

The Company has also today issued a circular in accordance with the requirements of the Listing Rules, containing a notice of an Extraordinary General Meeting to be held at 11.00 a.m. on 24 February 2014 ("Circular").  Completion of the Capital Raise is conditional, inter alia, upon the approval of the Resolutions. 

The Prospectus and the Circular have been submitted to the national storage mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do and the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.  The documents incorporated by reference therein have already been submitted to the national storage mechanism and are available for inspection at: www.hemscott.com/nsm.do.

Application will be made to the Irish Stock Exchange and to the UK Listing Authority for up to 1,981,114,126 New Ordinary Shares to be admitted to listing on the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for admission for such New Ordinary Shares to trading on their respective regulated markets for listed securities.  It is expected that such Admission will become effective and that dealings will commence in respect of the Placing Shares, the Canyon Acquisition Shares and Debt for Equity Shares on 25 February 2014 and the Open Offer Shares on 28 February 2014. The New Ordinary Shares will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the Ordinary Shares in issue at the date of this Prospectus, save that the Placing Shares, Debt for Equity Shares and the Canyon Acquisition Shares do not carry an entitlement to participate in the Open Offer.

All capitalised/defined terms in this announcement have the same meaning as those contained in the Prospectus and Circular.

Enquiries:

For further information:
Aminex Brian Hall, Chairman
Jay Bhattacherjee, Chief Executive Officer Max Williams Chief Financial Officer	Tel: [phone]
Davy
Eugenee Mulhern / Brian Garrahy	Tel: [phone]
Shore Capital
Jerry Keen / Stephane Auton / Toby Gibbs	Tel: + 44 (0) 20 7408 4090
FTI Consulting Edward Westropp	Tel [phone]

The contents of this announcement have been approved by Davy solely for the purposes of section 21(2) of the Financial Services and Markets Act 2000.

J&E Davy (''Davy'') (each of which is regulated in Ireland by the Central Bank) and Shore Capital Stockbrokers Limited (''Shore Capital") (which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the Placing and Open Offer and the requirements of the Irish Stock Exchange and the UK Listing Authority and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Davy or Shore Capital respectively nor for providing advice in connection with the Placing and Open Offer and this announcement.

Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, South Africa, New Zealand, Switzerland or Japan or any other jurisdiction where it would be unlawful to offer participation.

This announcement has not been approved by the Central Bank, the Financial Services Authority or by any other regulatory authority. This announcement is for information only and does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares to be issued or sold in connection with the Placing and/or Open Offer.

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Open Offer. A Prospectus relating to the Open Offer has been prepared and made available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. The Prospectus will be available, free of charge, in electronic form to Qualifying Shareholders on the Company's website at www.aminex-plc.com and in printed format until 14 February 2014 at the Company's registered office at 6 Northbrook Road, Dublin 6, Ireland and In Ireland at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and in the United Kingdom at the offices of Shore Capital, Bond Street House, 14 Clifford Street, London W1S 4JU, United Kingdom. Any decision to invest in Aminex under the Open Offer must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.

The offer of securities in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, this announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of Securities in the United States.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The distribution of this announcement may be restricted by law. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

 

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