TIDMARL
RNS Number : 7469O
Atlantis Resources Limited
21 May 2018
RESULT OF PLACING
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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO 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 DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Atlantis Resources Limited ("Atlantis" or the "Company")
Result of Placing
Atlantis is pleased to announce the completion of a placing of
57,142,857 new ordinary shares in the Company (the "Placing
Shares") at a price of 35 pence per Placing Share (the "Placing
Price") to raise a total of GBP20 million before expenses (the
"Placing").
The Placing is subject to the conditions set out in the
Company's announcement earlier today, including admission of the
Placing Shares to trading on AIM ("Admission"). Application will be
made for the Placing Shares to be admitted to trading on AIM and it
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on or around 15 June 2018. The
trade date for the Placing is 13 June 2018 and settlement is
expected to occur on 15 June 2018.
The Placing Shares represent, in aggregate, approximately 15.6
per cent of the Company's Enlarged Share Capital. Following
Admission, the Placing 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.
Following Admission of the Placing Shares, the Consideration
Shares and the SIMEC Loan Completion Shares, the Company's issued
ordinary share capital will consist of 366,198,946 ordinary shares,
with the right to one vote each. The Company does not hold any
ordinary shares in treasury. Therefore, the total number of
ordinary shares and voting rights in the Company will be
366,198,946. With effect from Admission, this figure 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
interests in, or a change to their interest in, the share capital
of the Company under the Company's Articles of Association.
Unless otherwise defined, the terms used in this announcement
have the meanings set out in the Company's announcement issued
earlier today.
Tim Cornelius, Chief Executive of Atlantis commented:
"We are delighted with the response to the Placing and to have
received such strong support from both new institutional investors
and our existing shareholders. This reflects the confidence and
belief they share in the Company's transformational growth
prospects as we move into an exciting new era, building a
diversified sustainable energy business of material scale with the
support of SIMEC and the GFG Alliance.
Our focus now is on completing the proposed acquisition of SIMEC
Uskmouth Power and seizing the opportunities associated with GFG
Alliance's high quality renewable power asset pipeline by acquiring
and developing operational, cash yielding projects to drive the
business forward and create a renewable energy platform that will
deliver attractive returns for our Shareholders."
Jay Hambro, Chief Executive - Energy and Mining - SIMEC Group
commented:
"This is a significant moment in the development of the GFG
Alliance. SIMEC Atlantis Energy, the first part of the group to
achieve listed status, will be a major new force in the renewable
energy sector. The talent, expertise and track record of the
Atlantis team in producing ground breaking renewable technologies
make them a perfect fit for SIMEC and the wider group. Our
GREENSTEEL and GREENALUMINIUM business models have renewable
generation at their core and are based on a vision of energy and
industry working side by side. We're looking forward to working
with Atlantis to develop the assets and systems necessary to power
and to provide additional low carbon electricity to help meet
national demand."
For further information please contact:
Atlantis Resources Limited
Tim Cornelius, Chief Executive Via FTI Consulting
Andrew Dagley, Finance Director
Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker
and Joint Bookrunner) +44(0)207 894 7000
Rick Thompson
Richard Salmond
David Porter
Macquarie Capital (Europe) Limited
(Joint Broker and Joint Bookrunner) +44(0)20 3037 2000
Nick Stamp
FTI Consulting +44(0)20 3727 1000
Ben Brewerton
Alex Beagley
James Styles
IMPORTANT NOTICE
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 not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction. The Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States absent registration except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act. No public offering of the Placing Shares is
being made in the United States. The Placing Shares are being
offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S
under the 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. 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 Joint Bookrunners
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing 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.
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 Enlarged 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 UK 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
Atlantis 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, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to the Company in connection with the Proposals and will
not regard any other person as its client in relation to the
Proposals nor will it be responsible to any person other than the
Company for providing the protections afforded to its clients or
for advising any other person in respect of the Proposals other
than the Company. Neither Evercore nor its affiliates have
authorised the contents of any part of this announcement and
neither accepts liability for the accuracy of any information or
opinions contained in this announcement nor for the omission of any
material information from this announcement for which the Company,
the Directors and Proposed Directors are responsible. No
representation or warranty, express or implied, is made by Evercore
or its affiliates as to any of the contents of this announcement
(without limiting the statutory rights of any person to whom this
announcement is issued).
Cantor Fitzgerald is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. Cantor Fitzgerald is
acting solely as nominated adviser, joint broker and joint
bookrunner exclusively for the Company and no one else in
connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the contents of this
announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Cantor Fitzgerald by FSMA or the
regulatory regime established thereunder, Cantor Fitzgerald accepts
no responsibility whatsoever, and makes no representation or
warranty, express or implied, for 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 accordingly disclaims 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.
Macquarie is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Macquarie is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Macquarie by FSMA or the regulatory
regime established thereunder, Macquarie accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for 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. Macquarie accordingly disclaims 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, each of the Joint Bookrunners
and any of their respective 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 each of the Joint Bookrunners and any of their
respective affiliates acting as investors for their own accounts.
In addition, each of the Joint Bookrunners or their respective
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. Each of the Joint
Bookrunners 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 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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May 21, 2018 08:01 ET (12:01 GMT)
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