THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (“MAR”)
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY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 IS FOR INFORMATION PURPOSES ONLY AND IS NOT AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES 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.
29 March 2019
SIMEC Atlantis Energy Limited
Result of Placing and PrimaryBid Offer
On 28 March 2019, the Company announced the launch of a fundraising comprising a placing by way of an accelerated bookbuild process by Cantor Fitzgerald and an offer for subscription by PrimaryBid, each at a price of 16 pence per share (together, the “Fundraising”). The Placing and the PrimaryBid Offer have now closed.
The Company is pleased to announce that the Fundraising has conditionally raised gross proceeds of approximately £5 million and will result in the issue of 31,439,355 new Ordinary Shares at 16 pence per share. The Company will also issue 31,439,355 Consideration Shares pursuant to the terms of the Sale and Purchase Agreement.
The Placing and the PrimaryBid Offer is subject to the conditions set out in the Company’s announcement on 28 March 2019, including admission of the Placing Shares and the PrimaryBid Shares to trading on AIM.
Application will be made for the Placing Shares and the PrimaryBid Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the Placing Shares and PrimaryBid Shares will commence on or around 4 April 2019.
The trade date for the Placing is 2 April 2019 and settlement is expected to occur on 4 April 2019.
The Placing Shares and the PrimaryBid Shares will represent, in aggregate, approximately 7.3 per cent of the Company’s Enlarged Share Capital following the issue of the Placing Shares, the PrimaryBid Shares and the Consideration Shares. Following Admission, the Placing Shares, the Consideration Shares and the PrimaryBid Shares will be issued and allotted credited as fully paid and will rank pari passu with the Company’s existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
Unless otherwise defined, the terms used in this announcement have the meanings set out in the Company’s announcement issued yesterday.
Total Voting Rights
Following Admission, the Company will have 429,077,656 Ordinary Shares in issue (none of which are held in treasury). The total voting rights in the Company is therefore 429,077,656 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
|Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker and sole Bookrunner to the Company)
|+44 (0) 20 7894 7000|
|J. P. Morgan Cazenove
(Adviser and Joint Broker to the Company)
Michael Wentworth Stanley
|+44 (0) 20 7742 4000|
|SIMEC Atlantis Energy Limited
Tim Cornelius, Chief Executive Officer
Andrew Dagley, Chief Financial Officer
|Via FTI Consulting|
|+44 (0) 20 3026 4750|
(PR Adviser to the Company)
|+44 (0) 20 3727 1000|
|Evercore Partners International LLP
(Financial Adviser to the Company)
|+44 (0) 20 7653 6000|
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This announcement, and the information contained herein, 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 where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Placing Shares and the PrimaryBid Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold or transferred or delivered, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of the Placing Shares or the PrimaryBid Shares is being made in the United States. The Placing Shares and PrimaryBid Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the US Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing or the PrimaryBid Offer. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Bookrunner or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or PrimaryBid Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares or PrimaryBid Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.
Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively to the Company and no one else in connection with the matters described in this announcement. Evercore will not regard any person other than the Company (whether or not a recipient of this announcement) as its client in relation to the matters described in the announcement and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in respect of such matters to any person other than the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with the matters described in this announcement, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Evercore and any of its subsidiaries, branches or affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement contained therein
Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely as nominated adviser, broker and bookrunner exclusively to the Company and no one else in connection with the matters described in this announcement. Cantor Fitzgerald Europe will not regard any person other than the Company (whether or not a recipient of this announcement) as its client in relation to the matters described in this announcement and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in respect of such matters to any person other than the Company. Neither Cantor Fitzgerald Europe nor any of its affiliates or agents have authorised the contents of any part of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cantor Fitzgerald Europe by FSMA or the regulatory regime established thereunder, Cantor Fitzgerald Europe and its affiliates and agents accept no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Cantor Fitzgerald Europe and its affiliates and agents accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
In connection with the Placing, the Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by the Bookrunner and any of its affiliates acting as investors for their own accounts. In addition, the Bookrunner or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Bookrunner has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Placing Shares and the PrimaryBid Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.