Middlesbrough – PrimaryBid Offer Announcement
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIMEC ATLANTIS ENERGY LIMITED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE “UNITED STATES”), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)
6 August 2020
SIMEC Atlantis Energy Limited
(the “Company“) (AIM: SAE)
SIMEC Atlantis Energy Limited is delighted to announce a conditional offer for subscription for new ordinary Shares at an issue price of 12 pence per new ordinary Share (the “Placing Price“), being a discount of 34.25 per cent. to the closing mid-price on 5 August 2020, through PrimaryBid Limited (the “PrimaryBid Offer“). The Company is also conducting a placing of new ordinary Shares at the Placing Price by way of an accelerated bookbuild process by Investec Bank PLC and Arden Partners plc (the “Placing”) as announced at 7:00 a.m. on 6 August 2020.
The PrimaryBid Offer and the Placing are conditional on the new ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM (“Admission”). Admission is expected to be take place at 8.00 a.m. on 11 August 2020. The PrimaryBid Offer will not be completed without the Placing also being completed.
The net proceeds of the Placing will be used to fund the Company’s working capital requirements, in order that the Company’s auditors are able to give a clean going concern opinion in respect of the Company’s financial statements for the period ended 31 December 2019. The net proceeds of the Placing, and the proceeds of the PrimaryBid Offer, will also be used in connection with the proposed investment by the Company in a fuel supply joint venture with N+P. Specifically, of the net proceeds raised, c. £3 million would be used for the former and c. £2.5 million for the latter. If the proposed investment does not proceed or the proceeds are greater than what is required for the proposed investment then the net proceeds of the Placing and the PrimaryBid Offer will be used for the Group’s general corporate purposes to the extent that the proceeds exceed the amount used to fund the Group’s working capital requirements.
The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 7:00 a.m. on 6 August 2020. The PrimaryBid Offer may close early if it is oversubscribed. A further announcement will be made, following the closure of the PrimaryBid Offer which will contain details of the results of the Placing and PrimaryBid Offer.
Subscriptions under the PrimaryBid Offer will be considered by the Company on a “first come, first served” basis, subject to conditions (which are available to view on PrimaryBid.com) with any investment request over £50,000 first requiring consultation with the Company.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for new ordinary Shares pursuant to the PrimaryBid Offer has been made and accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.
The new ordinary Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company’s existing ordinary Shares, including the Placing Shares.
Defined terms in this announcement shall have the same meaning as in the Company’s announcement of 7:00 a.m. on 6 August 2020, save as provided otherwise in this announcement.
PrimaryBid Limited +44 (0) 20 3026 4750
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser, Broker and Joint Bookrunner to the Company)
Arden Partners plc +44 (0) 20 7614 5900
(Joint Bookrunner to the Company)
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
FTI Consulting +44 (0) 20 3727 1000
(PR Adviser to the Company)
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.
The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for the approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a “first come first served” basis.
Any investment request in excess of £50,000 will require the Company’s consent and may be subject to scale back.
For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made and on which any investor shall participate in the PrimaryBid Offer, including the procedure for application and payment for new ordinary Shares, is available to all persons who register with PrimaryBid.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for new ordinary Shares pursuant to the PrimaryBid Offer and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for new ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new ordinary Shares if they are in any doubt.
The person responsible for arranging for the release of this announcement on behalf of SIMEC Atlantis Energy is Tim Cornelius, Chief Executive Officer of SIMEC Atlantis Energy Limited.
For the avoidance of any doubt, Investec Bank PLC and Arden Partners plc are acting for the Company solely in connection with the Placing and not the PrimaryBid Offer. Accordingly, no responsibility or liability is or will be accepted by Investec Bank PLC, Arden Partners plc or any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement or otherwise in connection with the PrimaryBid Offer.
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