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Pembridge Resources (PERE)

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Friday 21 July, 2017

Pembridge Resources

Conditional Placing, Subscription & Notice of GM

RNS Number : 7780L
Pembridge Resources PLC
21 July 2017
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY SUCH JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

21 July 2017

 

Pembridge Resources plc ("Pembridge" or the "Company")

Proposed Placing of 81,095,625 New Ordinary Shares to raise £1,297,530 at a price of 1.6p per share

Proposed Subscription for up to 75,154,375 New Ordinary Shares to raise £1,202,470 at a price of 1.6p per share all such New Ordinary Shares to be issued with warrants attached on a one for one basis

 

Admission of up to 238,093,195 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities

and

Notice of General  Meeting

 

Pembridge is pleased to announce a conditional placing and subscription of up to 156,250,000 New Ordinary Shares (the "Fundraise Shares") at 1.6 pence per new Ordinary Share (the "Issue Price") (the "Fundraise") to raise up to £2.5 million before expenses.

In conjunction with the Fundraise, the Board is proposing, subject to shareholder approval, to cancel the listing of the Company's Existing Ordinary Shares on AIM and to apply for admission of the  238,093,195 Ordinary Shares to the standard segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange. It is also proposing to re-organise the Company's share capital (the "Proposals"). This is in furtherance of the announcement made on 15 June 2017, when the Company's shares were suspended from trading on AIM.

Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives formal notice of the intended cancellation of trading of its ordinary shares on the AIM, subject to shareholder approval.

The Directors of Pembridge are appraising a number of acquisition opportunities to grow the Company and create significant value for shareholders. To achieve our stated aims, the Company felt it appropriate  that admission to trading on the Main Market will increase its profile and attractiveness to a broader range of investors as we implement our investment policy in advance of a significant acquisition.

It is currently expected that the Company's Ordinary Shares will be cancelled on AIM at 7am on 21 August 2017 and admitted to the Official List and commence trading on the Main Market at 8am that same day, subject to the receipt of the necessary approvals from the UKLA, the LSE and shareholders.  If there is any change to the timetable outlined above, the Company will make a further announcement. 

Following Admission, Shareholders will be able to trade the Company's ordinary shares on the Standard Segment of the Main Market of the London Stock Exchange.

In connection with the Fundraise and the Proposals, the Company will require Shareholder approval and it will today post a circular (comprising a prospectus in connection with Admission) to Shareholders, convening a General Meeting to be held at 11am on Friday 18 August 2017 at the offices of Cooley (UK) LLP, 69 Old Broad Street, London, EC2M 1QS  to consider the Resolutions to effect the ProposalsThe circular which will be made available on the Company's website later today.

 

For further information please contact:

Pembridge Resources PLC

David Linsley, Chief Executive Officer

 

T: +44 (0)203 778 0655

SPARK Advisory Partners - Nominated Adviser

Sean Wyndham-Quin

Neil Baldwin

 

T: +44 (0) 2033 683 555

 

www.sparkadvisorypartners.com

SI Capital Limited - Joint Broker

Nick Emerson

Andy Thacker

 

T: +44 (0) 1483 413 500

Beaufort Securities Limited - Joint Broker
Zoe Alexander

T: +44 (0) 207 382 8300

 

 

Blytheweigh - Financial PR

Tim Blythe, Camilla Horsfall, Nick Elwes

 

 

 

T: +44 (0) 207 138 3204



 

 

Pembridge Resources plc ("Pembridge" or the "Company")

 

Proposed Placing of 81,095,625 New Ordinary Shares to raise £1,297,530 at a price of 1.6p per share

Proposed Subscription for up to 75,154,375 New Ordinary Shares to raise £1,202,470 at a price of 1.6p per share all such New Ordinary Shares to be issued with warrants attached on a one for one basis

 

Admission of up to 238,093,195 Ordinary Shares to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities

and

Notice of General  Meeting

 

Introduction

The Company announced earlier today that it has successfully raised £1,297,530 through a placing of 81,095,625 New Ordinary Shares and a subscription for up to 75,154,375 New Ordinary Shares with new and existing shareholders subject to Shareholders approving certain proposals that will enable the Company to seek admission to the standard segment of the Official List and to trading on the London Stock Exchange's main market as listed securities.

In conjunction with the Fundraise which itself is conditional upon Shareholder approval as set out below, the Board is proposing to seek Shareholder approval to cancel the listing of the Existing Ordinary Shares on AIM. It is intended that the Company applies for admission of its entire issued share capital (including the Fundraise Shares) to trading on the standard segment of the Official List and to cancel trading of the Existing Ordinary Shares on the Main Market, to take effect simultaneously with the Delisting.

The Board is also seeking Shareholder approval for the terms of the Fundraise and to reorganise the Company's share capital by reducing the nominal value attaching to the Existing Ordinary Shares in a way which does not affect their economic value. The Capital Reorganisation will maximise the Company's flexibility to issue shares in the future.

Background to the Fundraise and use of proceeds

Pembridge Resources PLC was originally incorporated as China Africa Resources PLC on 20 August 2010.

The Company was set up as co-operation between Weatherly International plc (an AIM traded mining company focused on projects in the Republic of Namibia) and ECE. ECE's parent entity was established in 1955 as an overseas development division of the Jiangsu Provincial government in China to focus on geological and mineral exploration and development activities outside of mainland China The Company initially focused on a project known as ''Berg Aukas'' in northern Namibia. The project was essentially a set of overlapping mining licences which had been acquired by Weatherly International plc some years previously but which, as non-core investments, Weatherly plc did not have the financial or technical capacity to exploit. The subsidiary of Weatherly International plc which owned the mining licences was sold to the Company and a cash investment was made to the issuer by HK ECE and the Issuer was admitted to trading on the AIM Market (with 10% of the share capital being distributed to existing shareholders of Weatherly International plc.

The Company was admitted to AIM in the summer of 2011 with the objective of carrying out a full feasibility study on the Berg Aukas Project and, subsequently, to develop that project and bring the mine back into production.

On 24 May 2014 the Company announced the results of the Pre-Feasibility Study. Whilst many of the findings were encouraging, the anticipated costs of progressing the Berg Aukas Project to the production stage were estimated at between US$39m to US$53m (dependent upon whether ore processing was to take place onsite or offsite). Commercial viability and more importantly, the ability to raise sufficient equity capital for the mine development phase proved to be difficult in the existing market conditions. Without the funds to complete the underground evaluation, a necessary step in producing a bankable feasibility study, it would be impossible to raise the debt component. The project viability would also be greatly enhanced if there was an obvious market for the Vanadium concentrate, which has proved problematic in the current environment.

Between 2014 and mid-2016 there were few developments of note save that ECE was retrenching from its international activities and hence the Board were faced with needing to make a clear decision with regard to the Issuer's future and solvency.

Against this background it was difficult to take funding for the Berg Aukas Project forward in any commercially justifiable way. The then Board believed that ultimately the Berg Aukas Project would be developed but was unable to give any firm timeframe and accordingly concluded that it was not an asset suited to underpin a public company, particularly given the ongoing costs of operating a listing on AIM.

On 23 November 2016 the Company put proposals to Shareholders to raise £1,000,000 million through a conditional subscription and placing. The decision to recommend this course of action to Shareholders came about due to a number of circumstances:

·         the Company had been holding the dormant Berg Aukas asset for several years (given economic viability issues) and was gradually using up its cash resources on basis maintenance and the expenses of being a public company;

·         ECE had largely retrenched from its activities in sub-Saharan Africa and was focusing its resources on certain Asian assets. Originally it had been intended that ECE would be the partner to drive the asset forward but a global commodity price decline and the retrenching of activity to Asia led to the abandonment of that plan.

Accordingly, the Board reached the view that the best option was to pursue a new strategy and that strategy would not include the Berg Aukas asset.

Accordingly in November 2016, having conducted a capital reduction to create the required distributable reserves, the Company put proposals to shareholders to distribute the shares in the Namibian subsidiary to its shareholders by way of an in specie distribution, to raise £1,000,000 of new equity and make significant changes to the Board. These proposals were approved by Shareholders on 14 December 2016 and the proposals were implemented in full in early January 2017.

As part of these proposals Paul Johnson and Nick O'Reilly joined the Board as an executive team to implement the proposed investing policy to be adopted by the Company. ECE itself had no real interest in the operations of the Company going forwards. Their interest, albeit now limited, was in the Berg Aukas asset, of which they owned 60% after the in specie distribution. The ECE directors accordingly stood down from the Board as part of those proposals.

In February 2017 David Linsley joined the Board as Chief Executive to a view to pursuing a strategy in a similar sector but with a focus on later stage assets (i.e. those close to the production phase or actually in production). The Board considered this to be a strategy with a substantial lower risk profile but realised that a reasonable time frame for selecting and completing an appropriate investment that would satisfy the criteria of AIM Rule 14 would not be possible in the timeframe to avoid suspension on AIM.

Having considered the options available to the Company, the decision was taken by the Directors to leave AIM and to seek admission to the Standard Segment of the Official List as an acquisition company with a focus on investing in base and precious metal projects in the Americas, sub-Saharan Africa and Europe.

The Company will target the acquisition of projects by direct investments or through farm-ins. The investments may be in companies, partnerships, special purpose vehicles, joint ventures or direct interests in mining projects. Target investments will generally be involved in projects in the development and/or producing stage and the Company may consider exploration opportunities. Such investments may take the form of equity, debt and/or other financial instruments. The Company's interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Company will focus on projects located in North and South America, sub-Saharan Africa and Europe. The Directors propose to invest in companies and/or projects within the natural resources sector with a particular focus on opportunities in selected base and precious metals.

In selecting acquisition opportunities, the Board will focus on companies and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value or where there is the prospect of adding considerable value.

The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of any potential investment will be subject to appropriate due diligence. It is likely that the Company's financial resources will ultimately be invested in a limited number of projects. It is intended that any initial Acquisition will be initially be using available cash resources which will limit the size of the Acquisition target by reference to the Net Proceeds and working capital requirements. However in the event that an Acquisition target presents itself which would require the raising of additional capital the Directors have not ruled out the raising of additional equity concurrent with the Acquisition should the business case be compelling.

The Company initially intends to deliver Shareholder returns through capital growth and may, in the medium term, be in a position to distribute income via dividends.

Following completion of any Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional

complementary acquisitions following any Acquisition. Following any initial Acquisition and in the event that any subsequent acquisition is deemed a ''reverse takeover'', the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange dependent upon the nature of the target of the Acquisition and its stage of its business.

Details of the Cancellation and Admission

 

In order to effect the move to the Main Market, the Company will require, inter alia, Shareholder approval of the Cancellation and Admission Resolution at the General Meeting. The Notice of General Meeting, which will be posted to Shareholders shortly, will set out the terms of the Cancellation and Admission Resolution, which will be proposed at the General Meeting as a special resolution. In accordance with the AIM Rules, the Cancellation and Admission Resolution will be subject to approval being obtained from not less than 75 per cent. of all Shareholders voting in person or by proxy. If the requisite percentage of Shareholders does not approve the Cancellation and Admission Resolution, the Company's Ordinary Shares will continue to be admitted to AIM although it will be delisted within 6 months.

Assuming the Cancellation and Admission Resolution is passed, the Company will apply for the admission of its Existing Ordinary Shares on the Official List and to trading on the Main Market. It is intended that the transfer will take place simultaneously with the Cancellation.

 

Details of the Capital Reorganisation

 

Under the Companies Act 2006, the issue of the Existing Ordinary Shares at less than their nominal value is prohibited. The Board considers that it is in the best interests of Shareholders as a whole that the Company organises its share capital to maximise its flexibility to issue shares, including the Fundraise Shares. The Board therefore proposes to reduce the existing 1 pence nominal value of the Existing Ordinary Shares by sub-dividing each Existing Ordinary Share into one New Ordinary Share of 0.1 pence each and 1 Deferred Share of 9.9 pence each. The proposed Capital Reorganisation will not change the number of Ordinary Shares in issue and is not expected to affect the trading price of the Ordinary Shares.

 

The Deferred Shares will not entitle holders to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return of capital on a winding up (other than the nominal amount paid on such shares following a very substantial distribution to the holders of New Ordinary Shares). Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention that, at an appropriate time, the Company will repurchase the Deferred Shares or cancel or otherwise seek the surrender of the Deferred Shares, using such Companies Act 2006 compliant means as the Board may at such time determine. The Deferred Shares will not be admitted to trading on any stock exchange.

Investment strategy and rationale

Given the current macro outlook for mining and mining investment, the Directors believe an opportunity exists for Pembridge to take advantage of current asset and project valuations in this stage of the mining cycle. It is the Directors' belief that base and precious metals are offering significant opportunities to invest in orphaned projects where existing management teams have been restricted of capital. The Company believes that there are a number of projects available for investment that may require not only cash but also technical and financial expertise.

Coupled with a disciplined fund management approach, the Directors believe that Pembridge will offer exposure to the next forecast ''up cycle'' and compete with private equity funds. In addition, the Company aims to offer investors a prospect of liquidity unavailable in a private equity/hedge fund structure.

As set out above, the Company will focus on projects located in North and South America, sub- Saharan Africa and Europe. The Company will only invest in countries within these geographies that have established mining regulations and existing mining operations. The purpose of this focus is to minimise sovereign and regulatory risk of the investments that the Company makes.

The Company is targeting Base and Precious Metals for a number of reasons. First, the Company will only invest in commodities in which has expertise and a track record of success. Secondly, given the initial resources available to the Company, this precludes any material investment options within the bulk commodity space (e.g. iron ore and coal) where typical investments require a scale in the order of US$1bn+ to be cost competitive and successful. Thirdly, for the stages in the mining cycle that the investing strategy focuses on, the Directors believe Base and Precious Metal projects typically have the most value-add potential. Finally, the Directors believe that the timing is right for base and precious metal investment, where most of the commodities in these categories have bullish consensus price forecasts for the medium-long term.

The Directors' longer term aim is to create a portfolio of projects that are diversified along the mining cycle, targeting, in particular undervalued assets in the development and/or production stages. The Directors define Orphaned Assets as those that exhibit a transactional value proposition or have a large potential upside in value, but for whatever reason the development of the asset has been stalled either through undervaluation by markets and investors, failure to raise sufficient capital, or have been stigmatised by unmerited ''deal fatigue'' as a result of unfavourable macro-events.

 

The Company's primary target is on production or near production assets with a secondary interest in newly defined resource exploration projects, further details are set out below:

·         Production assets are mines that have recently commenced production either as a new development or a past-producer which has gone through a period of shutdown;

·         Near production assets have gone through the typical mining stages of development and are nearing the point of final investment decision and require funds in order to complete development to first production; and

·         Newly defined resource exploration projects are those that are at an advanced stage of resource definition, with most of the necessary permitting and tenure in place.

With any of these types of investments, the Company commits to only investing in projects where it can add value to the project. This can be achieved through either updating or changing the mining methods processes, personnel, logistics, arranging capital to assist the project in expediting development, and/or through acquiring undervalued assets and creating transactional value. Where the, the Company may bring in new management in order to help generate value.

Further details of the Placing

The Company has conditionally raised approximately £2.09 million) before expenses pursuant to the proposed issue of up to 156,250,000 New Ordinary Shares at an Issue Price of 1.6 pence per New Ordinary Share.

The Placing and Subscription are conditional on the passing of the Resolutions by the requisite  majority of the Company's Shareholders at the General Meeting. Following satisfaction of all conditions and subject to the Placing Agreement becoming unconditional in all respects, application will be made to the Existing Shares, the Placing Shares and Subscription Shares to be admitted to Listing on the Official List. It is expected that Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence on 9 August 2017.

The terms of the Placing and Subscription also provide for all participants to be issued with Investor Warrants on the basis of one Investor Warrant for each New Ordinary Share subscribed for in the Subscription and the Placing. The Investor Warrants allow the holder to subscribe for one New Ordinary Share for each Warrant held at a price of 3.2p, per New Ordinary Share. The Investor Warrants are exercisable immediately upon issue and at any time up to and including 8 August 2019.

The Fundraise Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.

Immediately following completion of the Fundraise, the Company's issued ordinary share capital will consist of up to 238,093,195 Ordinary Shares.

When admitted to trading, the Ordinary Shares (including the Fundraise Shares) will continue to be registered with ISIN number GB00B3ZW6Z85 and SEDOL number B3ZW6Z8 and trade under the symbol ''PERE''.

The Issue Price represents a discount of 39.6 per cent. to the closing price of 2.65 pence per Ordinary Share as at 16 June 2017 when the Existing Ordinary Shares were suspended on AIM.

The Company, the Directors and the Brokers have entered into the Placing Agreement relating to the Placing pursuant to which, subject to certain conditions, the Brokers conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares to be issued by the Company. The 81,095,625 New Ordinary Shares subscribed for in the Placing will represent approximately 34% of the Enlarged Ordinary Share Capital.

The Placing Agreement is conditional, amongst other things, the passing of the Resolutions and upon Admission having become effective by not later than 8.00 am on 9 August 2017 or such later time and date as the Company and the Brokers may agree (being not later than 8.00 am on 31 August 2017).

Each of the Existing Directors and the Proposed Directors have each agreed with the Company, and the Brokers not to dispose of any of their interests in Ordinary Shares held or acquired for a period of at least twelve months from the date of Admission, save in certain limited circumstances and to sell any Ordinary Shares through a broker acting in accordance with generally accepted orderly market principles for a further twelve months thereafter.

The aggregate interests following Admission which will be subject to the lock-in and orderly market arrangements, as described above, will amount to 9,552,299 Ordinary Shares which is equivalent to approximately 4.01 per cent. of the Enlarged Share Capital.

Application will be made for the Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules.

It is expected that Admission will become effective and dealings, for normal settlement, will commence on 9 August 2017. No application has been or will be made for any of the Existing Warrants or Adviser Warrants to be admitted to trading on the Official List or on any other securities market.

The Ordinary Shares are eligible for CREST settlement. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within CREST if the relevant holder so wishes. CREST is a voluntary system and Shareholders who wish to receive and retain certificates will be able to do so.

The Investor Warrants and Adviser Warrants are not CREST eligible for settlement and will be issued in certificated form.

Board Changes

Initially the Board will comprise Roderick Webster, Non-Executive Chairman, David Linsley, Chief Executive Officer and John Bryant, Non-Executive Director. Upon completion of the Fundraise Francis McAllister and Guy Le Bel will assume non-executive positions on the board. Roderick Webster will become Acting Chairman until a suitable full-time replacement is found. The Board will be reviewed to ensure that it remains appropriate for the Company such that the constitution of the Board at that time will reflect the profile of the Company and prevailing corporate governance standards.

General Meeting

A Circular setting out a notice convening a General Meeting of the Company will be proposed will be posted in due course.

 

Expected timetable

Each of the times and dates set out below are indicative only and subject to change without consultation. If any of the below times and / or dates change, the revised times and/or dates will be notified by announcement on a Regulatory Information Service.

 

References in this announcement to time are to London time, unless specified otherwise.

 

                                                                                                                                    2017

Publication of this document                                                                                           21 July

Latest time and date for receipt of CREST voting intentions                                                4 August

Latest time and date for receipt of Forms of Proxy for the General Meeting                          4 August

Time and date for the General Meeting                                                     11.00 a.m. on 18 August

Cancellation of the Company's AIM listing                                                    8.00am on   21 August

Admission and dealings expected to commence in the New 

Ordinary Shares                                                                                           8.00am on   21 August

CREST accounts expected to be credited with New Ordinary Shares                                   21 August  

Expected date for definitive share certificates in respect of Ordinary

Shares and certificates for the Investor Warrants and Adviser Warrants to

be despatched                                                                                                              24 August

 

DEFINITIONS

 

The following definitions and technical terms apply throughout this announcement, unless the context otherwise requires:

 

"Admission"


the  admission  of  the  Enlarged  Ordinary  Share  Capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities;

"Adviser Warrants"


the  4,054,781  warrants  to  be  issued  to Beaufort Securities Ltd and SI Capital Ltd in connection with the Placing and the Subscription, each such warrant entitling the holder to subscribe for one New Ordinary Shares at a price of 3.2p per share;

"AIM"


the AIM market of the London Stock Exchange;

"Articles"


the articles of association of the Company;

"Beaufort"


Beaufort Securities Ltd, the Company's joint broker at the date of this document;

"Berg Aukas Project"


the mining area near Grootfontein in northern Namibia of which two slightly overlapping mining licences, ML-14/2/3/2/1 and ML- 14/2/3/2//24B form part;

"Board"


the board of directors of the Company from time to time;

"Brokers"


Beaufort and SI;

"Business Day"


a day other than a Saturday, Sunday or public holiday in England;

"Company" or "Pembridge"


Pembridge Resources plc, the Company and its subsidiary undertakings;

"CREST"


the system for trading shares in uncertificated form;

"Deferred Shares"


means the deferred shares of 0.9 pence each in the capital of the Company created by the subdivision;

"Directors"


the  directors  and  proposed  directors  of  the Company;

"ECE"


Hong Kong East China Non-Ferrous Mineral Resources Co., Ltd;

"Enlarged Ordinary Share Capital"


the total of the Existing Ordinary Shares and the New Ordinary Shares;

"Existing Ordinary Shares"


ordinary shares of £0.01 each in the Company;

''Existing Warrants''


the 47,082,948 warrants, each entitling the holder to    subscribe for one New Ordinary Share at a price of 4.34 pence per share and which expire on 15 December 2018;

"FCA"


the United Kingdom Financial Conduct Authority;

"Fundraise"


together the Placing and the Subscription;

"Investor Warrants"


the up to 156,250,000 warrants to be issued to all participants in the Placing and the Subscription, each such warrant entitling the holder to subscribe for one New Ordinary Shares at a price of 3.2p per share;

"Issue Price"


1.6p per New Ordinary Share;

"Listing Rules"


the listing rules made by the UK Listing Authority   under section 73A of FSMA as amended from time to  time;

"London Stock Exchange"


the London Stock Exchange plc;

"New Ordinary Shares"


ordinary shares of 0.1p each in the Company issued pursuant to the Fundraise;

"Official List"


the Official List of the Financial Services Authority;

"Ordinary Shares"


ordinary shares in the issued share capital of the Company from time to time;

"Placing"


the conditional placing by the brokers of the Placing Shares with new investors on the terms and conditions of the Placing Agreement;

"Placing Agreement''


the agreement dated 21 July 2017 and made between, inter alia, the Company and the brokers relating to this placing;

"Placing Price"


1.6p per New Ordinary Share;

"Placing Shares"


81,095,625 New Ordinary Shares to be allotted and issued in connection with the Placing;

"Premium Listing"


a premium listing under Chapter 6 of the Listing Rules;

"Resolutions"


the resolutions to be proposed at the General Meeting, details of which are set out in this Notice;

"Shareholder"


a person who is registered as holders of the Ordinary Shares from time to time;

"SI"


SI Capital Ltd, the Company's joint broker at the date of this document;

"Standard Listing"


a standard listing under Chapter 14 of the Listing  Rules;

"Subscription"


the   subscription   by   certain   persons   for   up to  75,154,375 Subscription Shares at the Subscription Price pursuant to the Subscription Letters;

"Subscription Letter"


the letter agreements between the Company and certain new investors pursuant to which certain new investors have agreed to subscribe for a total of up to 75,154,375 New Ordinary Shares at the Issue Price;

"Subscription Price"


1.6p per Subscription Share;

"Subscription Shares"


up to 75,154,375 new Ordinary Shares to be issued pursuant  to the Subscription;

"Sterling" or "£" or "p" or "pence"


the legal currency of the UK; and

"US$"


the legal currency of the United States of  America;

"Weatherly" or "WTI"


Weatherly International plc, a company incorporated in  England and Wales with registered number 03954224.

 

 

 



 

 

IMPORTANT INFORMATION

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute or form part of an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction.

 

THIS ANNOUNCEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE PLACING SHARES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

 

The distribution of this announcement and the Fundraise as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

 This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this announcement will be realised. Neither the Company nor Beaufort Securities Limited, not SI Capital Ltd undertake any obligation, nor do they intend, to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules, the AIM Rules for Company or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

 

Beaufort Securities Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker to the Company in connection with the matters disclosed herein and is not acting for any other person (including a recipient of this document) or otherwise responsible to any person for providing the protections afforded to clients of Beaufort Securities Ltd or for advising any other person in respect of the proposed Placing and Admission or any transaction, matter or arrangement referred to in this document. No representation or warranty, express or implied, is made by Beaufort Securities Ltd, for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible.

SI Capital Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker to the Company in connection with the matters disclosed herein and is not acting for any other person (including a recipient of this document) or otherwise responsible to any person for providing the protections afforded to clients of SI Capital Ltd or for advising any other person in respect of the proposed Placing and Admission or any transaction, matter or arrangement referred to in this document. No representation or warranty, express or implied, is made by SI Capital Ltd, for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible.

Any indication in this announcement of the price at which Fundraise Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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