Result of Open Offer and General Meeting
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN KERAS RESOURCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF KERAS RESOURCES PLC.
14 August 2025
Keras Resources plc ('Keras' or the 'Company')
Result of Open Offer
Result of General Meeting
Keras Resources plc (AIM: KRS) is pleased to announce the result of its Open Offer to Qualifying Shareholders which was announced on 21 July 2025 and closed to acceptances, in accordance with the terms of the Open Offer, on 13 August 2025.
The Company announces that valid acceptances have been received from Qualifying Shareholders for a total of 10,770,173 Offer Shares, representing a take-up of approximately 28.22 per cent. of the 38,163,608 Offer Shares available. All Qualifying Shareholders who have validly applied for Offer Shares will therefore receive the number of Offer Shares for which they have applied, up to their Basic Entitlement. Applications for Offer Shares from Qualifying Shareholders under the Excess Application Facility will also be satisfied in full.
Accordingly, subject to Admission being effective, 10,770,173 Offer Shares will be issued in connection with the Open Offer, raising approximately £150,782 (before expenses) at the issue price of 1.4 pence per Offer Share. The funds raised under the Open Offer will be used to repay the part of the CLNs which is not converted.
The balance of the CLNs will be converted at the Offer Price, resulting in the issue of a total of 42,801,256 Ordinary Shares to Christopher Grosso (through the Diane H. Grosso Credit Shelter Trust, an associate of Mr. Grosso), and Joseph Carbone as follows:
|
Shareholder |
Number of Existing Shares held |
New |
Total |
Resultant holding (%) |
|
Christopher Grosso |
21,153,350 |
21,400,628 |
42,553,978 |
27.89% |
|
Joseph Carbone |
7,450,000 |
21,400,628 |
28,850,628 |
18.91% |
|
Concert Party total |
28,603,350 |
42,801,256 |
71,404,606 |
46.80% |
Director participation in the Open Offer
The following Director of the Company has participated in the Open Offer, as follows:
|
Director |
Number of Existing Ordinary Shares held |
Number of Offer Shares to be issued |
Number of Ordinary Shares held on Admission |
% of the Enlarged Share Capital on Admission |
|
Brian Moritz |
2,649,204 |
500,000 |
3,149,204 |
2.06% |
Related Party Transactions
Brian Moritz is considered to be a Related Party of the Company as defined under the AIM Rules, and therefore his participation in the Open Offer is deemed to constitute a Related Party Transaction pursuant to AIM Rule 13 of the AIM Rules for Companies (the "AIM Rules").
The Diane H. Grosso Credit Shelter Trust (an associate of Christopher Grosso, a substantial shareholder in the Company as defined under the AIM Rules), is considered to be a Related Party of the Company and therefore the partial repayment and issue of Ordinary Shares pursuant to the CLN is deemed to be a Related Party Transaction in accordance with AIM Rule 13.
The Directors of the Company independent from the Director participation in the Open Offer, being Russell Lamming and Claire Parry and the Directors independent of the CLN, being Brian Moritz, Russell Lamming and Claire Parry, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the Director's participation in the Open Offer and the partial repayment and the issue of Ordinary Shares pursuant to the CLN are fair and reasonable insofar as the Company's Shareholders are concerned.
Application for Admission
Application has been made for the admission of the 10,770,173 Ordinary Shares issued pursuant to the Open Offer and 42,801,256 Ordinary Shares issued pursuant to the conversion of the CLN (total 53,571,429 Ordinary Shares ("New Ordinary Shares")) to trading on the AIM Market of the London Stock Exchange ("Admission"). It is anticipated that Admission will take place at 8 a.m. on or around 21 August 2025. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares which are currently traded on AIM.
Total voting rights
In accordance with the FCA's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission of the Offer Shares and the shares issued pursuant to the conversion of the proportion of the CLNs not repaid from the proceeds of the Open Offer, the Company's enlarged issued ordinary share capital will compromise 152,587,340 Ordinary Shares. Therefore, from Admission, the total number of voting rights in the Company will be 152,587,340 and this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure, Guidance and Transparency Rules.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
Result of General Meeting
Keras also announces that at the General Meeting held earlier today, all resolutions were approved by the requisite majorities. The Rule 9 Waiver Resolution (Resolution 2) was duly passed by a majority of the votes cast by Independent Shareholders only.
The proxy votes cast were as follows:
|
Resolution |
For |
Against |
Withheld |
Total |
|
1 |
19,729,135 |
898,218 |
38,755 |
20,666,108 |
|
2 |
19,654,011 |
975,166 |
36,931 |
20,666,108 |
|
3 |
19,725,197 |
799,087 |
141,824 |
20,666,108 |
|
Total Voting Rights |
|
|
|
99,015,911 |
As a result, the waiver of a potential obligation under Rule 9 of the Takeover Code for the Concert Party (comprising Christopher Grosso and Joseph Carbone) to make a mandatory general cash offer for the whole of the issued and to be issued share capital of the Company not already owned by the Concert Party, has been approved.
Following conversion of the CLNs and Admission of both the Offer Shares and the shares issued pursuant to the CLNs, the members of the Concert Party will be interested in shares carrying more than 30% of the voting rights of the Company but will not hold shares carrying more than 50% of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in shares will be subject to the provisions of Rule 9.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
**ENDS**
For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:
|
Russell Lamming
|
Keras Resources plc |
info@kerasplc.com
|
|
Nominated Adviser & Joint Broker Ewan Leggat / Jen Clarke
Joint Broker Damon Heath / Erik Woolgar
|
SP Angel Corporate Finance LLP
Shard Capital Partners LLP
|
+44 (0) 20 3470 0470
+44 (0) 207 186 9900
|
Notes:
Keras Resources (AIM: KRS) wholly owns the Diamond Creek organic phosphate mine in Utah, US. Diamond Creek is one of the highest-grade organic phosphate deposits in the US and is a fully integrated mine to market operation with in-house mining and processing facilities. The operation produces a variety of organic phosphate products that can be tailored to customer organic fertiliser requirements.
The Company is focused on continuing to increase market share in the fast-growing US organic fertiliser market and build Diamond Creek into the premier organic phosphate producer in the US.
Appendix
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||||
|
a) |
Name: |
Brian Moritz
|
||||||
|
2. |
Reason for the notification |
|||||||
|
a) |
Position/status: |
Non-Executive Director
|
||||||
|
b) |
Initial notification/amendment: |
Initial notification
|
||||||
|
3. |
Details of the issuer emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name: |
Keras Resources plc
|
||||||
|
b) |
LEI: |
213800OZFKFM2N4R4F47
|
||||||
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a) |
Description of the financial instrument, type of instrument:
Identification code: |
Ordinary shares of 1 pence each
ISIN: GB00BMY2T534
|
||||||
|
b) |
Nature of the transaction: |
Issue of Offer Shares
|
||||||
|
c) |
Price(s) and volume(s):
|
|
||||||
|
d) |
Aggregated information:
Aggregated volume:
Price: |
|
||||||
|
e) |
Date of transaction: |
14 August 2025
|
||||||
|
f) |
Place of transaction |
London Stock Exchange, AIM
|
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