TIDMAFP
RNS Number : 0769D
African Pioneer PLC
19 June 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 OR INTO THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON
SHARES OF AFRICAN PIONEER PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET SOUNDINGS, AS DEFINED IN
MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
19 June 2023
African Pioneer Plc
("African Pioneer" or the "Company")
GBP 790K Fundraising including GBP 140K Directors' subscription
to
facilitate drilling at Ongombo and exploration in the Kalahari
Cu belt
Issue of Equity and TVR
Dilution of overall Concert Party interest
African Pioneer plc ("AFP" or the "Company") the exploration and
resource development company with advanced projects in Namibia,
Botswana, and Zambia, is pleased to announce a fundraising of
GBP790,000 from existing shareholders, new investors and Directors
to facilitate drilling at Ongombo and exploration in the Kalahari
Cu belt. The Company is also issuing 1,222,222 ordinary shares with
no par value ("Ordinary Shares") to settle GBP27,500 of accrued
consultancy fees.
Fundraising: The Company has raised GBP790,000 before expenses
(the "Fundraising") at 2.25 pence per Ordinary Share (the
"Fundraising Price") through the issue of 35,111,111 new Ordinary
Shares (the "Fundraising Shares") conditional only upon admission
of the Fundraising Shares to listing on the FCA's Official List
(Standard segment) and to trading on the main market of the London
Stock Exchange ("Admission"). The Fundraising comprises a placing
of 18,444,444 Fundraising Shares raising GBP415,000 via the
Company's broker Novum Securities Limited ("Novum") (the
"Placing"), and Company arranged share subscriptions for 16,666,667
Fundraising Shares raising GBP375,000 (the "Share
Subscriptions").
Directors' participation in Fundraising: Three Directors
participated in the Fundraising. Colin Bird, the Company's
Executive Chairman and Christian Cordier, the Company's Commercial
Director through Coreks Super Pty Ltd, a company controlled and
owned by him, have each subscribed GBP50,000 for 2,222,222
Fundraising Shares, and Raju Samtani, the Company's Finance
Director has subscribed GBP40,000 for 1,777,778 Fundraising Shares.
The Directors' Share Subscriptions represent in aggregate 17.7 per
cent. of the gross Fundraising proceeds.
Use of Proceeds: The net proceeds from the Fundraising are
planned to be used in relation to the following project
activities;
i) Ongombo Project in Namibia: Infill drilling and twinning of
historic boreholes will be completed over the East - Ost shoot and
other areas around the existing Mineral Resource where the external
independent resource consultant has observed that these areas have
a low density of historic gold analysis and that additional
drilling and gold sampling has the potential to significantly
enhance the Ongombo Mineral Resource both in terms of copper
equivalent grade and, potentially tonnage; and
ii) Kalahari Copper Belt: soil geochemical surveys will be
undertaken on prospective horizons and, subject to results,
reconnaissance drilling over defined targets.
and also on corporate overheads and to provide working capital
for the Group.
Colin Bird, Executive Chairman of African Pioneer, commented
:
" This fundraise will be general ly directed towards our
predevelopment activities on the Ongombo mine in Namibia. Our
previous data compilation, modelling and own drilling have advanced
the project into a very favourable development situation. We are
confident that we can increase the overall value of the project by
some further general drilling aimed at further copper additions,
but more importantly the east shoot can be brought earlier into the
mine plan by further judicious drilling to define both overall
quantum and gold content, which was not defined in the past. We
intend to commence this drilling programme as soon as possible,
with a view to define final mine planning parameters "
Consultant Shares: 1,222,222 new Ordinary Shares will be issued
at the Fundraising Price to settle GBP27,500 of accrued fees due to
a consultant.
Further Details on the Fundraising: Pursuant to the Fundraising
, in aggregate, 35,111,111 Fundraising Shares will be issued at the
Fundraising Price to certain Directors, existing shareholders and
new investors conditional upon Admission. The Fundraising Price
represents a discount of 22 per cent. to the closing middle market
price of an Ordinary Share of 2.9 pence on 16 June 2023, being the
latest practicable date prior to this announcement. The Company is
also issuing a warrant to Novum to subscribe for 1,755,556 new
Ordinary Shares exercisable at the Fundraising Price for a period
of three years from Admission ("Broker Warrants").
The Fundraising Shares represent, in aggregate, approximately
15.5 per cent. of the Company's enlarged issued share capital (as
enlarged by the issue of the Fundraising Shares and the Consultant
Shares). The Fundraising Shares will be fully paid and rank pari
passu in all respects with the Company's existing Ordinary
Shares.
Related Party Transaction - Directors' Participation: as Colin
Bird, Christian Cordier and Raju Samtani are Directors of the
Company and in light of the size of their participation in the
Fundraising it is being treated as a related party transaction
pursuant to rule 7.3 of the Disclosure Guidance and Transparency
Rules. Accordingly, the independent directors, being James
Cunningham-Davis and Kjeld Thygesen, consider Colin Bird, Christian
Cordier and Raju Samtani's participation in the Fundraising to be
fair and reasonable insofar as the Company's shareholders are
concerned.
Director's update shareholdings: The table below shows the
current shareholdings of Directors and their related parties and
their shareholdings after the issue of the Fundraising Shares and
Consultant Shares:
Shareholdings
--------------------------------------------------
Director & Position Current Shares Subscriptions Resultant % @ Admission
shareholding
------------------------------- ----------- --------------------- -------------- --------------
Colin Bird: Chairman 21,061,728 2,222,222 23,283,950 10.21%
Raju Samtani: Finance
Director 16,061,728 1,777,778 17,839,506 7.82%
Christian Cordier Director 15,000,000 2,222,222 17,222,222 7.55%
Kjeld Thygesen: Non Executive 200,000 - 200,000 0.09%
James Cunnigham-Davis: - - - Nil
Non Executive
Application to trading : The Fundraising is conditional on
Admission. Applications will be made to the FCA and the London
Stock Exchange for the 35,111,111 Fundraising Shares and 1,222,222
Consultant Shares (the "New Shares") to be listed on the Official
List (Standard segment) and admitted to trading on the main market
the London Stock Exchange. It is expected that Admission will
become effective and that dealings in the New Shares will commence
at 8.00 a.m. on 30 June 2023.
Total Voting Rights : Following the issue of the New Shares the
Company's total issued share capital will consist of 228,041,178
Ordinary Shares with voting rights. The Company does not hold any
Ordinary Shares in treasury and accordingly there are no voting
rights in respect of any treasury shares.
On Admission, the abovementioned figure of 228,041,178 Ordinary
Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, African Pioneer under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Concert Party: As disclosed at Part XVII of the Company's
prospectus dated 26 May 2021 for the purposes of the City Code on
Takeovers and mergers (the "City Code") certain persons holding in
aggregate an interest in >50 per cent. of the Company's then
issued share capital were deemed to be acting in concert. Colin
Bird, Christian Cordier and Raju Samtani are members of the Concert
Party.
As a result of the Fundraising, on Admission the aggregated
Concert Party interest in the enlarged issued share capital of the
Company (as enlarged by the issue of the Fundraising Shares and the
Consultant Shares) will be 45.3 per cent. Accordingly, given the
aggregate Concert Party interest will fall below 50 per cent. level
but the Concert Party will continue to hold more than 30 per cent.
of the voting rights of the Company, any further purchase by a
Concert Party member would trigger an obligation to make a
mandatory takeover offer under Rule 9 of the City Code. If a
Concert Party member is in any doubt about the current position, it
should consult the Company and seek their own financial advice from
an appropriately authorised stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if taking
advice in the United Kingdom, is duly authorised under the
Financial Services and Markets Act 2000 ("FSMA").
An offer under Rule 9 of the City Code must be made in cash and
at the highest price paid by the person required to make the offer,
or any person acting in concert with him, for any interest in
shares of the Company during the 12 months prior to the
announcement of the general offer.
For further information, please contact:
African Pioneer Plc Tel +44 (0) 20 7581 4477
Colin Bird, Chairman
Beaumont Cornish Limited (Financial Tel +44 (0) 20 7628 3396
Adviser)
Roland Cornish/Asia Szusciak
Novum Securities Limited (Broker) Tel +44 (0) 20 7399 9400
Jon Belliss
or visit https://africanpioneerplc.com/
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part
of UK Domestic Law by virtue of the European Union (Withdrawal)
Act 2018 ("UK MAR").
Beaumont Cornish Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to the Company in relation to the above matters
and is not acting for any other persons. Beaumont Cornish Limited
is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising
any other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Beaumont Cornish Limited, or for providing advice in
relation to the contents of this announcement or any matter referred
to in it.
PDMR Notification Forms :
The notifications below are made in accordance with the requirements
of MAR.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Colin Bird
-------------------------------- --------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status Executive Chairman & Director
-------------------------------- --------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name African Pioneer PLC
-------------------------------- --------------------------------------
b) LEI 213800QQF8O18CMJPW43
-------------------------------- --------------------------------------
4. Details of the transaction(s):section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------------------------------------------------------------------------
a) Description of the Financial Ordinary shares with no par value
instrument, type of instrument
-------------------------------- --------------------------------------
Identification code ISIN: IM00B8C0HK22
TIDM: AFP
-------------------------------- --------------------------------------
b) Nature of the Transaction Issue of placing shares for GBP50,000
-------------------------------- --------------------------------------
c) Price(s) and volume(s)
No. of Shares 2,222,222
-----------
Price 2.25 pence
-----------
-------------------------------- --------------------------------------
d) Aggregated information
Aggregated volume 2,222,222 ordinary shares
-------------------------------- --------------------------------------
e) Date of the transaction 16 June 2023
-------------------------------- --------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Raju Samtani
-------------------------------- --------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status Finance Director
-------------------------------- --------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- --------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name African Pioneer PLC
-------------------------------- --------------------------------------
b) LEI 213800QQF8O18CMJPW43
-------------------------------- --------------------------------------
4. Details of the transaction(s):section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
------------------------------------------------------------------------
a) Description of the Financial Ordinary shares with no par value
instrument, type of instrument
-------------------------------- --------------------------------------
Identification code ISIN: IM00B8C0HK22
TIDM: AFP
-------------------------------- --------------------------------------
b) Nature of the Transaction Issue of placing shares for GBP40,000
-------------------------------- --------------------------------------
c) Price(s) and volume(s)
No. of Shares 1,777,778
-----------
Price 2.25 pence
-----------
-------------------------------- --------------------------------------
d) Aggregated information
Aggregated volume 1,777,778 ordinary shares
-------------------------------- --------------------------------------
e) Date of the transaction 16 June 2023
-------------------------------- --------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- --------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Christian Cordier / Coreks Super Pty
Ltd
-------------------------------- ------------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------------
a) Position/status Commercial Director/ owned and controlled
by Christian Cordier
-------------------------------- ------------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name African Pioneer PLC
-------------------------------- ------------------------------------------
b) LEI 213800QQF8O18CMJPW43
-------------------------------- ------------------------------------------
4. Details of the transaction(s):section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------------------
a) Description of the Financial Ordinary shares with no par value
instrument, type of instrument
-------------------------------- ------------------------------------------
Identification code ISIN: IM00B8C0HK22
TIDM: AFP
-------------------------------- ------------------------------------------
b) Nature of the Transaction Issue of placing shares for GBP50,000
-------------------------------- ------------------------------------------
c) Price(s) and volume(s)
No. of Shares 2,222,222
-----------
Price 2.25 pence
-----------
-------------------------------- ------------------------------------------
d) Aggregated information
Aggregated volume 2,222,222 ordinary shares
-------------------------------- ------------------------------------------
e) Date of the transaction 16 June 2023
-------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------- ------------------------------------------
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END
IOESFAFUAEDSEFM
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June 19, 2023 02:00 ET (06:00 GMT)
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