Results of Open Offer

RNS Number : 7600F

Aminex PLC

01 August 2016

 

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 is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") published by Aminex plc ("Aminex" or the "Company") on 11 July 2016 in connection with the admission of ordinary shares in the capital of the Company (the "Shares") to the Official Lists of the Irish Stock Exchange plc (Irish Stock Exchange") and the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange"), ("Admission"). A copy of the Prospectus is available on the Company's website (www.aminex-plc.com). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

1 August 2016

Aminex PLC

("Aminex" or "the Company")

Results of Open Offer

On 8 July 2016 Aminex announced details of a proposed equity funding to raise gross proceeds of up to approximately £19.5m through the issue of up to approximately 1,499m New Ordinary Shares at an issue price of Stg1.3p per New Ordinary Share with approximately 1,302m New Ordinary Shares to be issued through the Cornerstone Placing and Placing, and up to approximately 197.6m New Ordinary Shares to be issued through the Open Offer.

The Open Offer closed for acceptances at 11.00 a.m. on 29 July 2016. Aminex now announces that it has received valid acceptances, including excess applications, under the Open Offer in respect of 99,445,386 Open Offer Shares from Qualifying Shareholders. This represents approximately 49.7 per cent. of the Open Offer Shares offered pursuant to the Open Offer. All valid applications under the Open Offer in excess of the Basic Entitlement can accordingly be satisfied in full.

In accordance with the terms of the Placing Agreement entered into by Aminex in connection with the Capital Raise, the Placing Agents now have a period of up to 7 days in which they may seek subscribers for the New Ordinary Shares not taken up under the Open Offer. 

The Capital Raise is conditional upon, amongst other things, the approval by Shareholders of all of the Resolutions at the Extraordinary General Meeting (which is convened to be held in London at 11.00 a.m. on 2 August 2016) and upon Admission.

Expected Timetable of Events

Set out below is an expected timetable of principal events in relation to the completion of the Capital Raise.

Extraordinary General Meeting	11.00 a.m. on 2 August 2016
Issue of Cornerstone Placing Shares and Placing Shares	3 August 2016
Admission to trading and commencement of dealings in Cornerstone Placing Shares and Placing Shares on the Irish and London Stock Exchanges	8.00 a.m. on 3 August 2016
Crediting of Cornerstone Placing Shares and Placing Shares to CREST accounts	10.00 a.m. on 3 August 2016
Dispatch of definitive share certificates for the Placing Shares in certificated form by no later than	5 August 2016
Issue of Open Offer Shares	5 August 2016
Admission to trading and commencement of dealings in Open Offer Shares on the Irish and London Stock Exchanges	8.00 a.m. on 5 August 2016
Crediting of Open Offer Shares to CREST accounts	8.00 a.m. on 5 August 2016
Dispatch of definitive share certificates for the Open Offer Shares in certificated form by no later than	19 August 2016

Notes:

(1)     The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the Irish Stock Exchange, the UK Listing Authority, the London Stock Exchange, and, where appropriate, Qualifying Shareholders by means of an announcement through a Regulatory Information Service.

(2)          References to times in the timetable are to Dublin times unless otherwise stated.

This announcement should be read in conjunction with the full text of the prospectus relating to the Capital Raise published by the Company on 11 July 2016 ("the Prospectus"). All capitalised/defined terms in this announcement have the same meaning as those contained in the Prospectus.

For further information:

Aminex
Jay Bhattacherjee, Chief Executive Officer	Tel: [phone]
Davy
Brian Garrahy / Paul Burke	Tel: [phone]
Shore Capital
Jerry Keen / Stephane Auton	Tel: + 44 (0) 20 7408 4090
Camarco
Billy Clegg / Gordon Poole	Tel: [phone]

This announcement has been issued by and is the sole responsibility of the Company.

J&E Davy (''Davy'') (each of which is regulated in Ireland by the Central Bank of Ireland) and Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited (together "Shore Capital", which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the matters described herein 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 this announcement. None of Davy, Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors have authorised the contents of, or any part of, this document.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of Davy or Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Cornerstone Placing, the Placing, the Open Offer or Admission and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, to the extent permitted by law, no liability whatsoever (including whether arising in tort, contract or otherwise) is accepted by Shore Capital or Davy or any of such persons' directors, officers, employees, agents, advisors or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this document or such information or opinions contained herein or otherwise arising in connection herewith.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the New Ordinary Shares to be issued or sold in connection with the Cornerstone Placing and/or Placing and/or Open Offer.

This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Cornerstone Placing, the Placing or the Open Offer. A Prospectus relating to the Capital Raise is available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. 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.

This announcement contains certain "forward‐looking statements" regarding the belief or current expectations of the Group, the Directors and other members of its senior management about the Company's financial condition, results of operations and business and the transactions described in this announcement. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target". "goal", "would" or their negative variations or similar expressions identify forward‐looking statements.

Such forward‐looking statements are not guarantees of future performance.  Rather, they are based on current views and assumptions, speak only as at the date they are made and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company will generate a particular rate of return. Each of Davy and Shore and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

The New Ordinary Shares are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the New Ordinary Shares and Existing Ordinary Shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.  The value of Ordinary Shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom.  Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance is no guide to future performance.

The distribution of this announcement may be restricted by law and the persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. 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.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

The contents of this announcement are not to be construed as legal, financial or tax advice.  Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

END

 

 

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