TIDMCGO
RNS Number : 7463N
Contango Holdings PLC
22 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATE, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL OR WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION ("RESTRICTED
JURISDICTIONS").
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority (the
"FCA") and not a prospectus and not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire, securities
in any jurisdiction, including in or into the United States,
Australia, Canada, Japan or South Africa.
Contango Holdings Plc / Index: LSE / Epic: CGO / Sector: Natural
Resources
22 May 2020
Contango Holdings Plc
('Contango' or the 'Company')
Publication of Prospectus & Notice of General Meeting
Contango Holdings Plc ("Contango" or the "Company"), a company
formed to acquire a controlling interest in a company or business
in the natural resources sector is pleased to confirm that a
prospectus (the "Prospectus") has been approved by the Financial
Conduct Authority (the "FCA") on 20 May 2020 and is to be published
by the Company today, 22 May 2020, on its website
www.contango-holdings-plc.co.uk .
The Prospectus relates to the proposed acquisition, which
constitutes a reverse takeover, by the Company of the Lubu
Coalfield in Zimbabwe from Consolidated Growth Holdings Limited
("CGH") (the "Acquisition"). The Company will satisfy the
Acquisition consideration of GBP6,834,829.05 by issuing 128,849,961
ordinary shares of GBP0.01 each (the "Ordinary Shares") at a price
of GBP0.05 each to CGH (the "Consideration Shares") and cash of
GBP392,331.00 that has been advanced by the Company to CGH in
instalments since 2019 to fund the development of the project. In
addition, the Prospectus sets out the details of a placing of
28,000,000 Ordinary Shares at a placing price of GBP0.05 to raise
gross proceeds of GBP1,400,000 (the "Placing") through Brandon Hill
Capital and the issue of 3,333,330 Ordinary Shares in lieu of a
completion bonus (the "Completion Bonus").
An application has been made to the London Stock Exchange for
the existing share capital of the Company to be readmitted and for
the new ordinary shares to be admitted to the official list by way
of a standard listing ("Readmission") on 18 June 2020.
A General Meeting of the Company is being will be held at 5th
floor, 10 Bressenden Place, London SW1E 5DH on Wednesday 17 June
2020 at 10:00a.m. at which resolutions will be proposed to the
members to approve, inter alia, the issue and allotment of the
Consideration Shares, the Placing, the Completion Bonus and
Readmission. Subject to a listing hearing and the passing of the
resolutions at the General Meeting, readmission and commencement of
dealings in the Company's enlarged share capital of 203,133,278
Ordinary Shares (the "Enlarged Share Capital") is expected to take
place at 8.00 a.m. on 18 June 2020.
The Company's shares will be listed under the ticker "CGO", for
dealings to commence at 8.00 a.m. BST on 18 June 2020. The
Company's ISIN will remain GB00BF0F5X78 and its SEDOL number
BF0F5X7.
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will be available for inspection (subject to
securities laws) at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Background to the Acquisition and Placing
On 22 December 2017, Contango announced the signing of a
Memorandum of Understanding with regards to a possible acquisition
of Consolidated Growth Holdings Limited's interest in a near-term
producing mining asset in Zimbabwe, the Lubu Coalfield project (the
"Lubu Coalfield") which, if completed, would constitute a reverse
takeover under the Listing Rules. The Company was subsequently
suspended from trading, the Acquisition being conditional on
completion of legal due diligence, customary regulatory approvals
and readmission of the enlarged entity.
On 9 April 2019, Contango further announced that it had entered
into a conditional Purchase Agreement ("SPA") with CGH, Someden
Investments (Private) Limited and Monaf Investments (Private)
Limited pursuant to which the Company agreed to acquire: a 70%
interest in Monaf from Someden; the benefit of debt receivables
owed by Monaf to CGH in the aggregate amount of US$6,890,981; and
mining data owned by CGH with regard to the Lubu Coalfield. The
consideration of the Acquisition is GBP6,834,829,05, to be
satisfied by the issue to CGH of 128,849 Consideration Shares plus
cash payments of GBP392,331 which were advanced in installments
following the date of SPA to commence a new work programme in June
2019.
Following the Acquisition, CGH will hold 128,849,961 Ordinary
Shares, representing 63.4 per cent. of the Enlarged Share Capital.
As such, a resolution will be proposed to members to approve a
waiver granted by the Panel on Takeovers and Mergers of the
obligation which would otherwise arise for CGH to make a general
offer to members pursuant to Rule 9 of the City Code on Takeovers
and Mergers.
On 22 January 2020, the Company announced that it had raised
GBP1.4 million (before expenses) through a conditional placing of
28,000,000 Ordinary Shares ("Placing Shares") of GBP0.01 each to
new and existing investors at GBP0.05 per Placing Share.
The Company's intention is to use some or all of the proceeds of
the Placing to advance the Lubu Coalfield project and fund costs,
administrative expenses and fees associated with the
Acquisition.
The Lubu Coalfield is expected to be a near-term metallurgical
coal producer from Block B2 and has been extensively drilled from
2010 with over 100 holes reported to reach a NI 43-101 compliant
resource of over 1.2 billion tonnes (indicated and inferred). In
2019, CGH and Contango completed an extensive work programme
including 9 additional drill holes and assays to better understand
the range of coal products from a small proportion of Block B2 at
or near surface. Upon closing of the Acquisition, Contango will
focus on developing a targeted area of the B2 Block which is
amenable to mining from near surface that contains seams of coking
coal product. Also, The Company will look to finalise an agreement
with contract miners and enter into an offtake agreement to sell
coking coal in the Southern Africa region. On that basis and
following recent work programme in 2019, it is the Board's belief
that upon the successful close of the GBP1.4 million capital raise,
Contango should have sufficient funds to bring Block B2 at Lubu
Coalfield into production before the end of 2020.
Oliver Stansfield, Executive Director of Contango Holdings,
said: "I am delighted to be able to announce the publication of the
prospectus, ahead of an expected relisting in June 2020. I
appreciate it has taken longer to complete the Acquisition then was
originally envisaged and would like to thank shareholders for their
patience during this time. The Board remain confident we have
identified an accretive transaction and look forward to its closing
next month.
"Upon closing the Company and the Board expects to have
sufficient funds to take Lubu into production later this year on
what is a sizeable resource. The Board believe demand for coking
coal has remained robust and as previously stated we look forward
to entering into offtake contracts upon completion of the
Acquisition based on field work and studies undertaken throughout
2019 and ongoing discussions.
"We will shortly upload a new presentation to the Company's
website. I look forward to updating shareholders over the coming
weeks on subsequent developments on what we feel will be a
transformational period for your Company."
For further information, please visit
www.contango-holdings-plc.co.uk or contact:
Contango Holdings plc E: info@contango-holdings-plc.co.uk
Brandon Hill Capital Limited T: +44 (0)20 3463 5000
Financial Adviser & Broker
Jonathan Evans
St Brides Partners Ltd T: +44 (0)20 7236 1177
Financial PR & Investor Relations
Catherine Leftley/Cosima Akerman
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
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contact rns@lseg.com or visit www.rns.com.
END
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May 22, 2020 03:30 ET (07:30 GMT)
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