TIDMHUM
RNS Number : 6311Q
Hummingbird Resources PLC
22 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR TO ANY U.S.
PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
22 February 2023
Hummingbird Resources plc
("Hummingbird" or the "Company")
Strategic Investment and Placement Update & Notice of
General Meeting
Further to the Company's announcement on 7 February 2023 of the
strategic investment of US$15 million by CIG SA ("CIG") (the "CIG
Investment"), Hummingbird (AIM: HUM) is pleased to confirm an
additional conditional subscription of c.US$1.4 million (c.GBP1.2
million) (the "Subscription") from certain existing institutional
shareholders (the "Subscribers"), and that it is also providing
other shareholders in the Company with the opportunity to subscribe
for new ordinary shares at the same price as CIG and the
Subscribers through an open offer to raise up to c.US$2.4 million
(GBP2 million) (the "Open Offer"). An interview with senior
management on this release and the outlook for the Company will be
released soon via VOX markets and also made available on the
Company's website.
The CIG Investment, the Subscription and the Open Offer
(together the "Placement"), assuming full take up under the Open
Offer and all shareholder resolutions are passed to approve the
Placement, would result in total gross proceeds for the Company of
up to c.US$19 million.
The shareholder circular containing full details of the
Placement, including details of how qualifying shareholders can
participate in the Open Offer (the "Circular"), has been published
today, together with a Notice of General Meeting to be held at 1pm
on 13 March 2023, setting out the shareholder approvals required to
complete the Placement, and instructions on how to vote. The
Circular and Notice of General Meeting will be sent to Shareholders
today and available on the Company's website shortly.
The Placement will be used to strengthen the Company's balance
sheet and provide improved liquidity to ensure the Company brings
its second gold mine, Kouroussa, into production as scheduled for
first pour by the end of Q2 2023, and to fast-track further
exploration at the asset.
Dan Betts, CEO of Hummingbird, commented:
"We are delighted to welcome CIG as a key strategic investor
into the Company. CIG's investment endorses the Company's strategy
for growth with a strategic partner to underpin that ambition -
both in the West African region and beyond. Further, the
Subscription and the Open Offer have been added to make sure our
existing shareholders have the opportunity to participate alongside
the CIG Investment. The Placement will strengthen the Company's
balance sheet to ensure Kouroussa comes into production on schedule
by the end of Q2 2023 to take the Company to be a +200,000 ounce
gold producer and will also accelerate exploration at the asset
where we see material upside potential in extending its life of
mine.
With the operational performance improving at Yanfolila, and
Kouroussa on track to commence production by the end of Q2 2023,
the Company is at a pivotal juncture for significant growth, with
expectations for improved cash flow generation, a stronger balance
sheet and a solid platform for further growth in H2 2023 and
beyond."
Highlights of the Strategic Investment and Placement Update
& Notice of General Meeting
-- CIG Investment, as previously announced, of US$15 million,
made up of two investment tranches, the first of which has
completed, with the second tranche of US$11.2 million being subject
to shareholder approval. CIG currently holds 8.6% of the Company's
issued share capital, and assuming the full take up under the Open
Offer and completion of the Fundraise will hold 25.6% of the
Company's enlarged share capital.
-- A Subscription with certain larger existing institutional
shareholders for an additional c.US$1.4 million (c.GBP1.2 million),
also subject to shareholder approval. The Subscribers have
undertaken not to participate in the Open Offer.
-- An Open Offer to qualifying shareholders to raise up to an
additional c.US$2.4 million (GBP2 million), also subject to
shareholder approval.
-- All new ordinary shares issued in connection with the
Placement shares will be issued at a price of 7.79 pence per new
Ordinary Share, which represents a c.2% premium to the 30-day VWAP
ending on 5 February 2023, being the last practicable date prior to
announcement of the CIG Investment.
-- Shareholders, including directors, holding in aggregate
c.16.8% of the existing ordinary shares in the Company, have
indicated to the Company their intent to vote in favour of the
resolutions to approve the Placement.
-- The second tranche of the CIG Investment, the Subscription
and the Open Offer are subject to approval by Shareholders at a
General Meeting to be held at 1pm on 13 March 2023, the details of
which are set out in the Circular, an extract from which is
detailed below. The Subscription and the Open Offer are each
conditional on the approval by shareholders of the second tranche
of the CIG Investment.
All US$:GBP amounts used in this announcement have been
calculated based on an exchange rate of US$0.83:GBP1, being the
rate on Bloomberg on the date prior to this announcement.
Extract from the Circular - Part 1 - Letter from the Chairman
(selected paragraphs)
INTRODUCTION
On 7 February 2023, the Company announced the execution of the
CIG Subscription Agreement pursuant to which CIG has agreed to
subscribe for the CIG Subscription Shares at the Issue Price by way
of the CIG First Tranche Subscription and the CIG Second Tranche
Subscription. The CIG First Tranche Shares have been issued and
allotted and were admitted to trading on AIM on 10 February 2023.
Issue and allotment of the CIG First Tranche Shares was made
pursuant to the 2022 Authorities. As the Company does not have
sufficient authority in place under the 2022 Authorities to issue
and allot the CIG Second Tranche Shares, the CIG Second Tranche
Subscription is conditional on Shareholder approval and the Company
has called the General Meeting inter alia in order to put to
Shareholders the resolutions required to grant such approval. If
the Resolutions are not approved, the CIG Second Tranche
Subscription will not take place and the Company will have to
return the US$11.2 million subscription monies in respect
thereof.
In addition, on 22 February 2023, the Company announced the
Subscription by certain existing Shareholders for an additional
GBP1,180,185, and an Open Offer to raise up to an additional GBP2
million. The Open Offer provides Qualifying Shareholders (other
than those who have participated in the Subscription, and CIG) with
an opportunity to participate in the proposed issue of the New
Ordinary Shares at the Issue Price.
The Company considers it important that, where reasonably
practicable, Shareholders have an opportunity to participate in its
equity placements. To that end, the Board is providing Qualifying
Shareholders with the opportunity to subscribe for the Open Offer
Shares under the Open Offer at the Issue Price. In connection with
the Open Offer, the Company will allot (at the Board's discretion
and conditional on Admission) up to 25,673,941 Open Offer Shares
and will make an announcement in due course once the total number
of Open Offer Shares subscribed for is known. The aggregate maximum
subscription under the Open Offer is capped at GBP2 million and so
will be exempt from the requirement to publish a prospectus
pursuant to the Prospectus Rules and/or the Prospectus Regulation
Rules.
Information on the Placement more generally is set out in this
Part 1 of this document.
ISSUE PRICE
The Issue Price per New Ordinary Share represents approximately
a 2% premium to volume weighted average price of the Ordinary
Shares for the 30 day period ending on 05 February 2023, being the
last practicable day prior to the announcement of the CIG
Subscription.
USE OF FUNDS
The proceeds of the Placement, assuming that the Open Offer is
fully subscribed, will be GBP 12,350,885 and will be used to
strengthen the Company's balance sheet and provide improved
liquidity to ensure that the Company brings its second gold mine,
Kouroussa in Guinea, into production as scheduled for first gold
pour by the end of Q2 2023 and to fast track exploration of the
asset.
The New Ordinary Shares to be issued pursuant to the Placement
will, when issued, rank pari passu in all respects with each other
and the Existing Ordinary Shares, including the right to receive
dividends and other distributions declared following Admission.
CIG SUBSCRIPTION
Pursuant to the CIG Subscription Agreement, CIG has subscribed
for the CIG First Tranche Shares and agreed conditionally to
subscribe for CIG Second Tranche Shares at the Issue Price.
In aggregate, the CIG Subscription will raise, assuming the CIG
Resolutions are passed, US$15 million, of which US$3.8 million is
attributable to the CIG First Tranche Subscription and US$11.2
million is attributable to the CIG Second Tranche Subscription. CIG
has paid to the Company the full US$15 million, and the Company is
holding the CIG Second Tranche Subscription proceeds (US$11.2
million) on deposit. In the event that the CIG Resolutions are not
passed at the General Meeting, the CIG Second Subscription will not
complete, and the Company will be obliged to return the US$11.2
million to CIG.
In addition, pursuant to the terms of the CIG Subscription
Agreement:
-- CIG has given an undertaking that it will not (save in
limited circumstances) dispose of the CIG Subscription Shares for a
period of 12 months from the date of admission to trading on AIM of
the CIG First Tranche Shares (in the case of the CIG First
Subscription) or 12 months from the date of admission to trading on
AIM of the CIG Second Tranche Shares (in the case of the CIG Second
Subscription); and
-- The Company has granted CIG a pre-emption right in relation
to further equity issues by the Company while CIG holds 20% or more
of the Ordinary Shares in issue from time to time.
CIG has also entered into a relationship agreement with the
Company and Strand Hanson Limited, the Company's nominated adviser,
which imposes certain obligations on CIG in its position as a
substantial shareholder (as defined under the AIM Rules) in the
Company to ensure that the Company will at all times be capable of
carrying on its business independently of CIG and the members of
CIG's group. The relationship agreement remains in force for so
long as CIG's holding does not drop to below 10%.
SUBSCRIPTION
Certain institutions have agreed to subscribe directly with the
Company for the Subscription Shares at the Issue Price pursuant to
subscription letters entered into individually with the respective
Subscribers and the Company, pursuant to which the Subscribers have
agreed that they will not take up their entitlement, to the extent
that they are Qualifying Shareholders, under the Open Offer.
DETAILS OF THE OPEN OFFER
Open Offer Entitlement
In recognition of their continued support to the Company, the
Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in its equity
placements.
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe, at the Issue Price, for an aggregate
maximum of 25,673,941 Open Offer Shares, raising gross proceeds of
up to GBP2 million.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 17.752385 Existing Ordinary
Shares
held by them and in their names rounded down to the nearest
whole number of Ordinary Shares and in proportion for any number of
Existing Ordinary Shares held on the Record Date up to their Open
Offer Entitlement. Fractional entitlements which would otherwise
arise will not be issued to the Qualifying Shareholders but will be
made available under the Excess Application Facility.
For the avoidance of doubt, "Qualifying Shareholders" excludes
CIG and those Shareholders who have participated in the
Subscription.
Excess Entitlements
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their Open Offer
Entitlement. Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to the section entitled "Overseas
Shareholders" below.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Qualifying
Shareholders can apply for less or more than their Open Offer
Entitlements but the Company cannot guarantee that any application
for Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares in whole or in part but reserves the right at its
sole discretion not to satisfy, or to scale back, applications made
in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements for Qualifying CREST
Shareholders to be admitted to CREST. It is expected that the Open
Offer Entitlements and the Excess CREST Open Offer Entitlements
will be admitted to CREST as soon as reasonably practicable after
at 8.00 a.m. on 23 February 2023. Applications through the CREST
system may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim.
The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or
CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 09 March 2023.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of this document and on the
accompanying Application Form. The Open Offer is conditional on,
inter alia, completion of the Subscription and the CIG
Subscription.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is
drawn to the information which appears in paragraph 6 of Part 3 of
this document.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America and Canada), should consult their
professional advisers as to whether they require any governmental
or other consents or need to observe any other formalities to
enable them to take up their entitlements under the Open Offer.
GENERAL MEETING
The Notice of General Meeting is set out in Part 5 of this
document.
CIG Resolutions
The CIG Resolutions are required in order to enable the Company
to issue and allot the CIG Second Tranche Shares and are summarised
below.
Resolution 1
Resolution 1, if passed will grant to the Directors a general
authority to allot the CIG Second Tranche Shares and will be
proposed as an ordinary resolution. To be passed an ordinary
resolution requires a simple majority of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to
be cast in its favour.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities.
Resolution 2
Resolution 2, if passed will grant to the Directors a authority
to allot the CIG Second Tranche Shares on a non pre-emptive basis
and will be proposed as a special resolution. To be passed a
special resolution requires at least three quarters of the votes
cast at the General Meeting (by Shareholders present in person or
by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities.
In the event that the CIG Resolutions are not passed at the
General Meeting:
(a) the CIG Second Tranche Subscription will not complete and
the US$11.2 million held on deposit by the Company will have to be
returned to CIG;
(b) the Subscription will not complete; and
(c) the Open Offer will not complete.
Subscriptions Resolutions
Resolution 3
Resolution 3, if passed will grant to the Directors a general
authority to allot the Subscription Shares and will be proposed as
an ordinary resolution. To be passed an ordinary resolution
requires a simple majority of the votes cast at the General Meeting
(by Shareholders present in person or by proxy) to be cast in its
favour.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities and the authority granted by
Resolution 1.
Resolution 4
Resolution 4, if passed will grant to the Directors a authority
to allot the Subscription Shares on a non pre-emptive basis and
will be proposed as a special resolution. To be passed a special
resolution requires at least three quarters of the votes cast at
the General Meeting (by Shareholders present in person or by proxy)
to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities and the authority granted by
Resolution 2.
The Subscription Resolutions are conditional on the passing of
the CIG Resolutions. In the event that the Subscription Resolutions
are not passed at the General Meeting, the Subscription will not
complete.
Open Offer Resolutions
Resolution 5
Resolution 5, if passed will grant to the Directors a general
authority to allot the Open Offer Shares and will be proposed as an
ordinary resolution. To be passed an ordinary resolution requires a
simple majority of the votes cast at the General Meeting (by
Shareholders present in person or by proxy) to be cast in its
favour.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities and the authority granted by
Resolution 1 and 3.
Resolution 6
Resolution 6, if passed will grant to the Directors an authority
to allot the Open Offer Shares on a non pre-emptive basis and will
be proposed as a special resolution. To be passed a special
resolution requires at least three quarters of the votes cast at
the General Meeting (by Shareholders present in person or by proxy)
to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31
March 2023 and will, unless the General Resolutions are passed, be
in addition to the 2022 Authorities and the authority granted by
Resolution 2 and 4.
The Open Offer Resolutions are conditional on the CIG
Resolutions. In the event that the Open Offer Resolutions are not
passed at the General Meeting, the Open Offer will not
complete.
General Resolutions
In addition, at the General Meeting the General Resolutions will
be proposed to refresh and replace the 2022 Authorities and are
summarised below.
Resolution 7
Resolution 7, if passed, will grant to the Directors a general
authority to allot:
(a) in relation to a pre-emptive rights issue only, equity
securities (as defined by section 560 of the Act) up to a maximum
nominal amount of GBP4,095,477, which represents approximately two
thirds of the Enlarged Share Capital (assuming the full take up of
the Open Offer). This maximum is reduced by the nominal amount of
any Relevant Securities allotted under paragraph (b) below;
(b) in any other case, Relevant Securities up to a maximum
nominal amount of GBP2,047,739 which represents approximately one
third of the Enlarged Share Capital (assuming the full take up of
the Open Offer). This maximum is reduced by the nominal amount of
any equity securities allotted under paragraph (a) above in excess
of GBP2,047,739.
Therefore, the maximum nominal amount of Relevant Securities
(including equity securities) which may be allotted under this
resolution is GBP4,095,477. Resolution 7 will be proposed as an
ordinary resolution. To be passed an ordinary resolution requires a
simple majority of the votes cast at the General Meeting (by
Shareholders present in person or by proxy) to be cast in its
favour.
This authority, if granted by Shareholders, will expire on the
date which is 18 months after the date on which it is passed or, if
earlier, the date of the next annual general meeting of the Company
and will, be in substitution for 2022 Authorities, but will be in
addition to the authority granted by Resolutions 1, 3 and 5.
The Directors currently intend only to make use of this
authority:
(a) in connection with the grant of any options to the directors
of the Company and employees of the Company's group; and
(b) as may be necessary to manage the Company's capital resources.
Resolution 7 is conditional on the passing of the CIG
Resolutions.
Resolution 8
Resolution 8, if passed, will give the Directors power, pursuant
to the authority to allot granted by Resolution 7 to allot equity
securities (as defined by section 560 of the Act) or sell treasury
shares for cash without first offering them to existing
shareholders in proportion to their existing holdings up to a
maximum nominal amount of GBP614,322 which represents approximately
10 per cent. of the Enlarged Share Capital (assuming the full take
up of the Open Offer).
Resolution 8 will be proposed as a special resolution. To be
passed a special resolution requires at least three quarters of the
votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
The directors have no immediate plans to make use of this
authority other than in those circumstances which are referred to
in the explanation relating to Resolution 7.
This authority, if granted by Shareholders, will expire and will
expire on the date which is 18 months after the date on which it is
passed or, if earlier, the date of the next annual general meeting
of the Company and will, be in substitution for 2022 Authorities,
but will be in addition to the authority granted by Resolutions 2,
4 and 6.
Resolution 8 is conditional on the passing of the CIG
Resolutions and Resolution 7.
IRREVOCABLE UNDERTAKINGS AND RECOMMATION
The Directors consider that the Resolutions are in the best
interests of the Company and its shareholders as a whole and
unanimously recommend that shareholders vote in favour of the
Resolutions, as the Directors intend to do in respect of their own
beneficial holdings.
Certain shareholders, including the Directors, holding, in
aggregate, between them approximately 9.8% of the Existing Ordinary
Shares, have undertaken to vote in favour of the Resolutions in
respect of their respective holdings of Ordinary Shares in the
Company.
In addition, certain shareholders, holding, in aggregate,
between them approximately 7% of the Existing Ordinary Shares, have
indicated, without having signed an undertaking, that they intend
to vote in favour of the Resolutions.
The CIG Subscription is conditional on the passing of the CIG
Resolutions. The Subscription is conditional on the passing of the
CIG Resolutions and the Subscription Resolutions. The Open Offer is
conditional on the passing of the CIG Resolutions and the Open
Offer Resolutions.
Extract from the Circular - Definitions
2022 AGM the last annual general meeting
of the Company held on 23 June 2022
2022 Authorities the shareholder authorities granted
by resolutions 6 and 7 as set out
in the notice of the 2022 AGM
Act the Companies Act 2006 (as amended)
Admission admission to trading on AIM of the
New Ordinary Shares becoming effective
in accordance with the AIM Rules
AIM the AIM market operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from
time to time
Application Form the application form enclosed with
this document on which Qualifying
Non-CREST Shareholders may apply
for Open Offer Shares under the
Open Offer
Articles the articles of association of the
Company as at the date of this document
Board or Directors the board of directors of the Company
from time to time
certificated or in certificated an Ordinary Share recorded on the
form Company's share register as being
held in certificated form (namely,
not in CREST)
Chairman the Chairman of the Board from time
to time
CIG CIG SA, an investment company registered
in the Trade and Personal Property
Credit Register of Burkina Faso
with registered number BF OUA 2019
B 2606, and which is controlled
by the same principal as the Company's
primary lending bank
CIG Announcement RNS Number 1708P released by the
Company on 7 February 2023 relating
to, inter alia, the CIG Subscription
CIG First Tranche Shares 39,360,800 of the CIG Subscription
Shares
CIG First Tranche Subscription the unconditional subscription for
the CIG First Tranche Shares at
the Issue Price
CIG Resolutions those Resolutions numbered 1 and
2 in the Notice of General Meeting
CIG Second Tranche Shares 117,724,008 of the CIG Subscription
Shares
CIG Second Tranche Subscription the conditional subscription for
the CIG Second Tranche Shares at
the Issue Price
CIG Subscription the subscription by CIG for the
CIG Subscription Shares at the Issue
Price pursuant to the CIG Subscription
Agreement
CIG Subscription Agreement the agreement dated 6 February 2023
between the Company (1) and CIG
(2) in respect of the CIG Subscription
CIG Subscription Shares up to 157,084,808 new Ordinary Shares
Company Hummingbird Resources plc, a company
registered in England and Wales
with Company number 05467327
CREST the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in those regulations)
CREST Manual the rules governing the operation
of CREST, as published by Euroclear
CREST member a person who has been admitted by
Euroclear as a system-member (as
defined in the CREST Regulations)
CREST participant a person who is, in relation to
CREST, a system participant (as
defined in the CREST Regulations)
CREST member account ID the identification code or number
attached to a member account in
CREST
CREST participant ID shall have the meaning given in
the CREST Manual
CREST payment shall have the meaning given in
the CREST Manual
CREST Regulations the Uncertificated Securities Regulations
2001 (S.I. 2001 No, 3755) (as amended)
CREST sponsor a CREST participant admitted to
CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST
as a sponsored member (which includes
all CREST Personal Members)
Enlarged Share Capital the 614,321,643 Ordinary Shares
in issue following the issue allotment
and admission to trading of the
New Ordinary Shares, assuming full
subscription for the Open Offer
Shares
Euroclear Euroclear UK & Ireland, the operator
of CREST
Excess Application Facility the arrangement pursuant to which
Qualifying Shareholders may apply
for additional Open Offer Shares
in excess of their Open Offer Entitlement
in accordance with the terms and
conditions of the Open Offer
Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement Shareholder, their entitlement (in
addition to their Open Offer Entitlement)
to apply for Open Offer Shares pursuant
to the Excess Application Facility,
which is conditional on them taking
up their Open Offer Entitlement
in full
Excess Entitlement Open Offer Shares in excess of the
basic Open Offer Entitlement (but
not in excess of the total number
of Open Offer Shares)
Excess Shares Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
Ex-entitlement Date the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8.00
a.m. on 22 February 2023
Existing Ordinary Shares 455,773,694 Ordinary Shares in issue
as at the date of this agreement
FCA the Financial Conduct Authority
Financial Promotion Order the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005 (as amended)
Form of Proxy the form of proxy for use in connection
with the General Meeting
FSMA the Financial Services and Markets
Act 2000 (as amended)
General Meeting the general meeting of the Company
to be held at the offices of Gowling
WLG (UK) LLP at 4 More London Riverside,
London SE1 2AN at 1.00 p.m. on 13
March 2023 , or any adjournment
thereof, notice of which is set
out at the end of this document
General Resolutions those Resolutions numbered 7 and
8 in the Notice of General Meeting
Group together the Company and its subsidiary
undertakings
ISIN International Securities Identification
Number
Issue Price 7.79 pence per New Ordinary Share
New Ordinary Shares the Subscription Shares, the CIG
Second Tranche Shares and the Open
Offer Shares
Notice of General Meeting the notice of the General Meeting
set out at the end of this document
Open Offer the conditional invitation made
to Qualifying Shareholders to apply
to subscribe for Open Offer Shares
at the Issue Price on the terms
and subject to the conditions set
out in Part 3 (Terms and Conditions
of the Open Offer) of this document
and, where relevant, in the Application
Form
Open Offer Entitlement the pro rata entitlement of a Qualifying
Shareholder, pursuant to the Open
Offer, to subscribe for 1 Open Offer
Share for every 17.752385 Existing
Ordinary Shares registered in their
name as at the Record Date
Open Offer Shares up to 25,673,941 new Ordinary Shares
conditionally offered to Qualifying
Shareholders pursuant to the Open
Offer
Official List the Official List of the FCA
Ordinary Shares ordinary shares of GBP0.01 each
in the capital of the Company
Overseas Shareholders Shareholders with registered addresses,
or who are citizens or residents
of, or incorporated in, countries
outside of the United Kingdom
Placement together the Subscription, the CIG
Second Tranche Subscription and
the Open Offer
Qualifying CREST Shareholders Qualifying Shareholders holding
Existing Ordinary Shares in a CREST
account
Qualifying Non-CREST Shareholders Qualifying Shareholders holding
Existing Ordinary Shares in certificated
form
Qualifying Shareholders subject to any restrictions imposed
on Overseas Shareholders, holders
of Existing Ordinary Shares whose
names appear on the register of
members of the Company on the Record
Date as holders of Existing Ordinary
Shares and who are eligible to be
offered Open Offer Shares under
the Open Offer in accordance with
the terms and conditions set out
in this document and the Application
Form and for the avoidance of doubt
the Open Offer is not being made
to (i) persons in Restricted Jurisdictions;
or (ii) Shareholders who have participated
in the Subscription; or (iii) CIG
Prospectus Rules the prospectus rules published by
the FCA pursuant to section 73A
of FSMA (as amended from time to
time)
Prospectus Regulation EU Regulation 2017/1129 (which forms
part of UK domestic law pursuant
to the European Union (Withdrawal)
Act 2018) on the requirements for
a prospectus to be published when
securities are offered to the public
or admitted to trading
Registrars Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds
LS1 4DL
Receiving Agents Link Group, Corporate Actions, 10th
Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL
Record Date 6.00 p.m. on 21 February 2023, being
the record date for the purposes
of the Open Offer
Relevant Securities (a) shares in the Company other
than shares allotted pursuant to:
(i) an employee share scheme (as
defined by section 1166 of the Act);
or
(ii) a right to subscribe for shares
in the Company where the grant of
the right itself constituted a Relevant
Security; or
(iii) a right to convert securities
into shares in the Company where
the grant of the right itself constituted
a Relevant Security.
(b) any right to subscribe for or
to convert any security into shares
in the Company other than rights
to subscribe for or convert any
security into shares allotted pursuant
to an employee share scheme (as
defined by section 1166 of the Act).
References to the allotment of Relevant
Securities include the grant of
such rights.
Resolutions the resolutions set out in the Notice
of General Meeting
Restricted Jurisdictions the United States of America, Australia,
Canada, Japan, the Republic of South
Africa and any other jurisdiction
where the extension or availability
of the Open Offer would breach any
applicable law
Shareholders holders of Ordinary Shares
Subscription the direct subscription with the
Company by certain subscribers for
the Subscription Shares at the Issue
Price to raise approximately GBP1,180,185
Subscription Shares 15,150,000 new Ordinary Shares
Voting Record Time the time and date on which Shareholders
must be on the Company's register
of members in order to be able to
attend and vote at the General Meeting,
being 6:00 p.m. on 09 March 2023
GBP and p and GBP and pence the legal tender of the United Kingdom
from time to time
US$ or $ US dollars being the legal tender
of the United States from time to
time
Extract from the Circular - Statistics of the Placement
Issue Price 7.79 pence
Number of Existing Ordinary Shares in issue as at the
date of this document 455,773,694
Percentage of Existing Ordinary Shares represented
by the CIG First Tranche Shares 8.636%
Number of Subscription Shares 15,150,000
Number of CIG Second Tranche Shares 117,724,008
Maximum number of Open Offer Shares being offered pursuant
to the Open Offer 25,673,941
Enlarged Share Capital* 614,321,643
Market capitalisation at the Issue Price* GBP47,855,656
Percentage of the Enlarged Share Capital represented
by the CIG Subscription Shares** 25.57%
Percentage of the Enlarged Share Capital represented
by the New Ordinary Shares** 25.81%
Estimated gross proceeds of the Placement * GBP12,350,885
Maximum proceeds of the Open Offer GBP2 million
ISIN of the Existing Ordinary Shares GB00B60BWY28
ISIN of the Open Offer Shares: Open Offer Entitlement GB00BN452721
ISIN of the Open Offer Shares: Excess CREST Open Offer GB00BN452838
Entitlement
(*) Assuming that the Open Offer is fully subscribed
(**) Assuming that the Resolutions are passed at the General
Meeting
The exchange rate used throughout this document for converting
US dollars to pounds sterling is 0.83
Extract from the Circular - Expected Timetable of Principal
Events
Each of the times and dates in the below is indicative only and
may be subject to change by the Company, in which event details of
the new times and dates will be notified to shareholders by
announcement through a Regulatory Information Service.
2023
Record Date for entitlements under the 6:00 p.m. on 21 February
Open Offer
Record Date attendance and voting at the 6:00 p.m. on 09 March
General Meeting
Publication of this Circular and (to Qualifying 22 February
Non-CREST Shareholders only) the Application
Form
Ex-entitlement Date for the Open Offer 8:00 a.m. on 22 February
Open Offer Entitlements and Excess CREST As soon as practical
Open Offer Entitlements credited to stock after 8:00 pm on 23
accounts of Qualifying CREST Shareholders February
in CREST
Latest recommended time and date for requesting 4:30 p.m. on 03 March
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 06 March
Offer Entitlements and Excess CREST Open
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 07 March
Forms (to satisfy bona fide market claims
only)
Latest time and date for receipt of completed 1.00 p.m. on 09 March
Forms of Proxy and receipt of electronic
proxy appointments via the CREST system
Latest time and date for receipt of the 11.00 a.m. on 09 March
completed Application Form and appropriate
payment in respect of Open Offer Shares
or settlement of relevant CREST instruction
Announcement of result of Open Offer 10 March
General Meeting 1.00 p.m. on 13 March
Announcement of result of General Meeting 13 March
Admission and commencement of dealings from 8:00 a.m. on
in the New Ordinary Shares on AIM 14 March
CREST accounts expected to be credited from 8:00 a.m. on
for the New Ordinary Shares 14 March
Latest date for posting of share certificates by 21 March
for the New Ordinary Shares in certificated
form (if applicable)
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting .
All references to time and dates in this document are to time
and dates in London.
**S**
Notes to Editors:
Hummingbird Resources plc (AIM: HUM) is a leading multi-asset,
multi-jurisdiction gold production, development and exploration
Company, member of the World Gold Council and founding member of
Single Mine Origin (www.singlemineorigin.com). The Company
currently has two core gold projects, the operational Yanfolila
Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which
will more than double current gold production when production,
scheduled for first gold pour end of Q2 2023. Further, the Company
has a controlling interest in the Dugbe Gold Project in Liberia
that is being developed by Pasofino Gold Limited through an earn-in
agreement. The final feasibility results on Dugbe showcase 2.76Moz
in Reserves and strong economics such as a 3.5-year capex payback
period once in production, and a 14-year life of mine at a low AISC
profile. Our vision is to continue to grow our asset base,
producing profitable ounces, while central to all we do being our
Environmental, Social & Governance ("ESG") policies and
practices.
For further information, please visit hummingbirdresources.co.uk or contact:
Daniel Betts, Hummingbird Resources Tel: +44 (0) 20
CEO plc 7409 6660
Thomas Hill,
FD
Edward Montgomery,
CSO & ESG
James Spinney Strand Hanson Limited Tel: +44 (0) 20
Ritchie Balmer Nominated Adviser 7409 3494
-------------------------- ----------------------------
James Asensio Canaccord Genuity Limited Tel: +44 (0) 20
Thomas Diehl Broker 7523 8000
-------------------------- ----------------------------
Bobby Morse Buchanan Tel: +44 (0) 20
Oonagh Reidy Financial PR/IR 7466 5000
George Cleary Email: HUM@buchanan.uk.com
-------------------------- ----------------------------
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END
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