TIDMSAV
RNS Number : 9969F
Savannah Resources PLC
14 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION .
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF SAVANNAH RESOURCES PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED BY THE EUROPEAN UNION
(WITHDRAWAL) ACT 2020 ("MAR") .
14 July 2023
Savannah Resources Plc
(AIM: SAV, FWB: SAV and SWB: SAV) ("Savannah" or the
"Company")
Result of GBP6.1 million Placing & Subscription
Savannah Resources plc, the European lithium development company
is pleased to announce that further to its announcement dated 13
July 2023 (the "Launch Announcement"), it has successfully
completed the Placing, which has now closed. The Placing took place
through an accelerated bookbuilding process managed by SP Angel
Corporate Finance LLP and Clarksons Securities AS.
The Company has raised, in aggregate, GBP6.1 million (before
expenses), from GBP2.4 million through the Placing of 51,151,711
Placing Shares at the Issue Price of 4.67 pence per Placing Share
and GBP3.7 million through the Subscription for 79,203,932
Subscription Shares also at the Issue Price (the
"Subscription").
The PrimaryBid Offer remains open for individual investors until
4.30 p.m. on Monday 17 July 2023 and the result of the PrimaryBid
Offer will be made as soon as practicable thereafter.
Dale Ferguson, CEO of Savannah Resources plc, commented: " We
are delighted by the interest and support shown in Savannah's
ongoing development of the Barroso Lithium Project through the
Placing and Subscription and I would like to thank both our
existing and new shareholders for participating. It is a pleasure
to welcome a number of new institutional investors onto our
register, including some natural resource sector specialists. It is
also very pleasing to continue to add to the international nature
of our share register as we welcome more shareholders from Europe
and Australasia while also building on our firm foundation of UK
shareholders. We are also excited to offer our retail shareholders
the opportunity to be part of the Fundraise through the PrimaryBid
Offer, the result of which will be announced in due course.
"Following the Placing and Subscription, Savannah now has
approximately GBP11 million in cash, which means we can move
forward with great confidence, knowing that we have the monetary
reserves available to complete the DFS drilling programme, the
Mineral Resource Estimate upgrade, the RECAPE submission, the
processing plant and infrastructure design, plus team expansion and
community relations development.
"I am also looking forward to the opportunity to build our team
as Savannah moves towards the potential construction phase of the
Project and needs additional skills sets and resources. This
funding allows us to start that process as we look to make key
hires. We will also be continuing and expanding our social
engagement programmes and will look to build more ties with local
businesses which can potentially supply goods and services to the
Project in the construction and operating phases.
"With significant funding now in place on top of the recent
positive DIA decision from APA and the highly robust economics
shown by the Project's new Scoping Study, Savannah has a great
foundation from which to take the Barroso Lithium Project forward.
In progressing the Project, we will also look to convert the strong
commercial interest that the Project has enjoyed to date into long
term relationships with specific offtake and strategic partners
over the coming months. Given the strategic value to consumers of
securing a long-term source of spodumene concentrate in Europe, we
will be seeking relationships in which our commercial partners make
a major contribution to the funding of the Project's development in
return for the product they will receive.
"My thanks once again to all our shareholders, we look forward
to updating them with regular news as Savannah builds its position,
and that of Portugal, as a long term, responsible producer of
lithium raw material for Europe's battery value chain."
Admission to trading on AIM
The Placing and Subscription are conditional on the admission of
the Placing Shares and Subscription Shares to trading on AIM
("Admission"). Application has been made to the London Stock
Exchange for Admission of the 130,355,643 Placing and Subscription
Shares which is expected to become effective and dealings in the
Placing Shares commence at 8.00 a.m. on 19 July 2023.
The issuance of the Placing Shares and Subscription Shares will
be made from the authorities granted to Directors to issue ordinary
shares at the Annual General Meeting of the Company held on 19 June
2023.
A further announcement regarding the Admission of the PrimaryBid
Shares will be made in due course.
Related Party participation in the Subscription
Four Directors have subscribed for an aggregate of 1,713,060
Subscription Shares at the Issue Price for an aggregate amount of
approximately GBP80,000 as set out below:
Director Current Shareholding Subscription Resulting Shareholding
Number of Subscription
Shares
Matthew King -
Chairman 3,076,528 321,199 3,397,727
--------------------- ------------------------ -----------------------
Dale Ferguson*
- CEO 4,487,854 214,132 4,701,986
--------------------- ------------------------ -----------------------
James Leahy -
NED 1,365,889 107,066 1,472,955
--------------------- ------------------------ -----------------------
Diogo Da Silveira
- NED 0 1,070,663 1,070,663
--------------------- ------------------------ -----------------------
*Mr Dale Ferguson, the Company's CEO, is also a Director of and
minority shareholder in Slipstream Resources Investments Pty
Ltd.
In addition, Al Marjan Limited, a substantial shareholder in the
Company, represented on the Board by Mr Imad Sultan, subscribed for
7,500,000 Subscription Shares at the Issue Price.
The updated percentage holdings of the Company's Directors and
significant shareholders will be disclosed in due course along with
the result of the PrimaryBid Offer.
Related Party Transaction
Matthew King, Dale Ferguson, James Leahy, Diogo Da Silveira, and
Al Marjan Limited are, respectively, Directors of and a substantial
shareholder in the Company (the "Related Parties") and their
participation in the Subscription constitutes a related party
transaction in accordance with AIM Rule 13. Mary Jo Jacobi and
Manohar Shenoy are not participating in the Subscription and are
therefore considered independent Directors for these purposes,
having consulted with the Company's Nominated Adviser, consider the
terms of the Related Parties' participation in the Subscription to
be fair and reasonable insofar as Savannah's shareholders are
concerned.
Note
Defined terms used in this announcement shall have the same
meaning as in the Launch Announcement dated 13 July 2023 unless
otherwise defined herein.
Savannah - Enabling Europe's energy transition.
Follow @SavannahRes on Twitter
Follow Savannah Resources on LinkedIn
For further information please visit www.savannahresources.com
or contact:
Savannah Resources PLC Tel: +44 20 7117 2489
Dale Ferguson, CEO
SP Angel Corporate Finance LLP (Nominated Tel: +44 20 3470 0470
Advisor,
Joint Broker & Joint Bookrunner)
David Hignell / Charlie Bouverat (Corporate
Finance)
Grant Barker/Abigail Wayne (Sales & Broking)
Clarksons Securities AS (Joint Bookrunner) Tel: +47 22 01 63 01
Hans-Arne L'orange / Morten Lien (Investment
Banking)
Preben Sohlberg / Fredrik Sandberg (Sales
& Trading)
Camarco (Financial PR) Tel: +44 20 3757 4980
Gordon Poole/ Emily Hall / Fergus Young
RBC Capital Markets (Joint Broker) Tel: +44 20 7653 4000
Farid Dadashev/ Jamil Miah
About Savannah
Savannah Resources is a mineral resource development company and
sole owner of the Barroso Lithium Project in northern Portugal.
Savannah is focused on the responsible development and operation
of the Barroso Lithium Project so that its impact on the
environment is minimised and the socio-economic benefits that it
can bring to all its stakeholders are maximised. Through the
Barroso Lithium Project, Savannah can help Portugal to play an
important role in providing a long-term, locally sourced, lithium
raw material supply for Europe's rapidly developing lithium battery
value chain. Production is targeted to begin in 2026, producing
enough lithium for 0.5m vehicle battery packs per year.
The Company is listed and regulated on AIM and the Company's
ordinary shares are also available on the Quotation Board of the
Frankfurt Stock Exchange (FWB) under the symbol FWB: SAV, and the
Börse Stuttgart (SWB) under the ticker "SAV".
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM:
Details of the person discharging managerial responsibilities/person
1. closely associated
Name: 1. Matthew King
a) 2. Diogo Da Silveira
3. Dale Ferguson
4. James Leahy
------------------------------------ ---------------------------------
Reason for the notification
2.
-----------------------------------------------------------------------
Position/status: 1. Chairman
a) 2. Non-Executive Director
3. Interim CEO
4. Non-Executive Director
------------------------------------ ---------------------------------
Initial notification/Amendment:
b)
------------------------------------ ---------------------------------
Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
Name: Savannah Resources Plc
a)
------------------------------------ ---------------------------------
LEI: 213800UCK16HW5KKGP60
b)
------------------------------------ ---------------------------------
Details of the transaction(s): section to be repeated
4. for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted.
-----------------------------------------------------------------------
Description of the financial Ordinary Shares of GBP0.01
a) instrument, type of instrument: each
Identification code:
ISIN: GB00B647W791
------------------------------------ ---------------------------------
Nature of the transaction: Subscription for Subscription
b) Shares
------------------------------------ ---------------------------------
Price(s) and volume(s): Price(s) Volume(s)
c) 1. 4.67 pence 321,199
----------
2. 4.67 pence 1,070,663
----------
3. 4.67 pence 214,132
----------
4. 4.67 pence 107,066
----------
------------------------------------ ---------------------------------
Aggregated information: Single transactions
d) Aggregated volume: as in 4 c) above
Price:
------------------------------------ ---------------------------------
Date of the transaction: 14 July 2023
e)
------------------------------------ ---------------------------------
Place of the transaction: Outside a trading venue
f)
------------------------------------ ---------------------------------
IMPORTANT INFORMATION
[This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by SP
Angel or Clarksons or by any of their respective Affiliates as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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 (other than the Appendix in relation to
Placees) 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. In particular, the Placing Shares have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act")or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Canada, Australia, the
Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Joint Bookrunners 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 and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions. In particular, this Announcement may not be
distributed, directly or indirectly, in or into the United States,
Canada, the Republic of South Africa, Australia or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
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 or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
Clarksons is authorised and regulated by the Financial
Supervisory Authority of Norway. It has been registered under the
UK Financial Conduct Authority's Temporary Permissions Regime,
which allows EEA-based firms to operate in the UK for a limited
period. Clarksons is acting as Joint Bookrunner to the Company in
connection with the Placing. Clarksons will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Clarksons or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. Clarksons is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. Clarksons has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted
by Clarksons for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting as nominated adviser to the Company for the purposes of
the AIM Rules in connection with the Placing and, as nominated
adviser, its responsibilities are owed solely to the London Stock
Exchange and are not owed to the Company or its Directors or to any
other person or entity. SP Angel Corporate Finance LLP will not be
responsible to any person other than the Company for providing the
protections afforded to clients SP Angel Corporate Finance LLP or
for providing advice to any other person in connection with the
Fundraising or any acquisition of shares in the Company. SP Angel
Corporate Finance LLP is not making any representation or warranty,
express or implied, as to the contents of this Announcement. SP
Angel Corporate Finance LLP has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by SP Angel Corporate Finance LLP for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees will rely
upon the truth and accuracy of the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix.
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.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a)
compatible with an end target market of (i) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of the law of England and Wales by virtue of EUWA and
as from time to time modified by or under the EUWA or other English
law and any subordinate legislation made under it; (ii) investors
who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England
and Wales by virtue of EUWA and as from time to time modified by or
under the EUWA or other English law and any subordinate legislation
made under it; and (iii) eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b)
eligible for distribution through all distribution channels as are
permitted by EU Directive 2014/65/EU on markets in financial
instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the
EUWA or other English law and any subordinate legislation made
under it (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The UK Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, Placees should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the EU Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.]
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END
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