TIDMCLNR
RNS Number : 4305O
Cluff Natural Resources plc
04 November 2016
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 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
Cluff Natural Resources Plc / Index: AIM / Epic: CLNR / Sector:
Natural Resources
4 November 2016
Cluff Natural Resources Plc ('CLNR' or 'the Company')
Results of placing and subscription
Placing and subscription to raise GBP1.8m
Further to the announcement made earlier today, Cluff Natural
Resources Plc, the AIM quoted natural resources investing company,
is pleased to announce a placing (the "Placing") and subscription
(the "Subscription") (together the "Placing and Subscription") of a
total of 72,000,000 new ordinary shares to raise a total of GBP1.8
million (before expenses) in two tranches. All new ordinary shares
are to be issued at a price of 2.5 pence per new ordinary share
(the "Placing and Subscription Price").
A total of 64,976,080 new ordinary shares are to be issued in
the Placing (the "Placing Shares"). The Placing Shares will be
issued in two tranches, with 35,376,080 new ordinary shares
(GBP884,402) being conditional, inter alia, on the approval of
shareholders at a general meeting of the Company to be held on 24
November 2016 (the "General Meeting"), of a resolution to provide
authority to the Directors to issue and allot further new ordinary
shares otherwise than on a non-pre-emptive basis pursuant to the
Placing and Subscription (the "Resolution"), further details of
which are set out below.
A total of 7,023,920 new ordinary shares (GBP175,598) are to be
issued pursuant to the Subscription (the "Subscription Shares").
All Subscription Shares are to be issued conditional, inter alia,
on the approval of the Resolution by shareholders.
A number of the Company's current significant shareholders have
participated in the Placing and the Subscription. The Company's
Chairman and Chief Executive, Algy Cluff, has participated in the
Subscription.
Further details regarding the background to and reasons for the
Placing and Subscription, a potential Board appointment and other
matters can be found in the Company's announcement made earlier
today and in a circular (the "Circular"), which will include a
notice convening the General Meeting, which is intended to be
posted to Shareholders on or around 7 November 2016. This
announcement should be read in conjunction with the full text of
the Circular, when available.
Details of the Placing and Subscription
The Placing is being conducted in two tranches. A total of
GBP740,000, representing the issue of 29,600,000 Placing Shares
(the "First Tranche Shares"), has been raised within the Company's
existing share allotment authorities. Application will be made for
the First Tranche Shares to be admitted to trading on AIM and it is
expected that their admission to AIM will take place on or around
21 November 2016 ("First Admission"). The issue of the First
Tranche Shares is conditional only upon First Admission.
The balance of the Placing and the entire Subscription, being in
aggregate GBP1,060,000 and representing the issue of 42,400,000 new
ordinary shares (the "Second Tranche Shares") is conditional upon,
inter alia, the passing of the Resolution at the General Meeting
and First Admission. Application will be made for the Second
Tranche Shares to be admitted to trading on AIM ("Second
Admission") and it is expected that Second Admission will take
place on or around 29 November 2016.
Provided that the Resolution is approved at the General Meeting,
once fully completed the Placing and Subscription as a whole will
result in the issue of 72,000,000 new ordinary shares,
representing, in aggregate, approximately 21.9 per cent. of the
Company's issued ordinary share capital as enlarged by the Placing
and Subscription. First Admission is not conditional on Second
Admission completing. Neither the Placing nor the Subscription is
being underwritten.
The Placing Shares and the Subscription Shares, when duly issued
and fully paid, will rank pari passu in all respects with the
Company's existing ordinary shares, including the right to all
dividends or other distributions declared, made or paid after the
date of issue.
The Placing and Subscription Price represents a discount of
approximately 31.5 per cent. to the closing middle market price of
an ordinary share of 3.65 pence on 3 November 2016, being the
latest practicable closing middle market price prior to the
announcement of the Company's intention to perform the Placing and
Subscription.
General Meeting and Circular
A General Meeting of the Company is to be convened to be held at
the offices of K&L Gates LLP, One New Change, London EC4M 9AF
at 11.00a.m. on 24 November 2016. In addition to the Resolution,
which will provide authority to the Directors to issue and allot
further new ordinary shares otherwise than on a non-pre-emptive
basis pursuant to the Placing and Subscription, resolutions will
also be proposed to renew the Directors' general authority to allot
equity securities and to disapply statutory pre-emption rights in
respect of the issue of a limited number of additional equity
securities.
Details regarding the Placing and Subscription, the background
to and reasons for the Placing and Subscription, a proposed Board
change, the Resolution and the General Meeting will be contained
within the Circular (which will include a notice convening the
General Meeting), which is intended to be posted to Shareholders on
or around 7 November 2016 and will also be made available at that
time on the Company's website, www.cluffnaturalresources.com.
Director participation
The Company's Chairman and Chief Executive, Algy Cluff, has
participated in the Subscription on identical terms to the other
subscribers. Mr Cluff, has agreed to subscribe for 1,000,000
Subscription Shares at a cost of GBP25,000 conditional upon, inter
alia, the passing of the Resolution.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the requirements of the EU
Market Abuse Regulation can be found below.
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ---------------------------------------------------------------
a) Name John Gordon Cluff
--- -------------------------- -----------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------
a) Position/status Director - Chairman and
Chief Executive
--- -------------------------- -----------------------------------
b) Initial notification Initial notification
/Amendment
--- -------------------------- -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ---------------------------------------------------------------
a) Name Cluff Natural Resources
Plc
--- -------------------------- -----------------------------------
b) LEI Not available
--- -------------------------- -----------------------------------
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 Ordinary shares of 0.5p
financial instrument, each in Cluff Natural Resources
type of instrument Plc
Identification code
Identification code (ISIN)
for Cluff Natural Resources
Plc ordinary shares: GB00B6SYKF01
--- -------------------------- -----------------------------------
b) Nature of the transaction Purchase of shares
--- -------------------------- -----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- -----------
2.5p per 1,000,000
ordinary ordinary
share shares
purchased
---------- -----------
--- -------------------------- -----------------------------------
d) Aggregated information N/A - single transaction
- Aggregated volume as in 4 c) above
- Price
--- -------------------------- -----------------------------------
e) Date of the transaction 4 November 2016
--- -------------------------- -----------------------------------
f) Place of the transaction Outside of trading venue
- conditional issue of new
ordinary shares
--- -------------------------- -----------------------------------
Total Voting Rights
Upon First Admission, following the issue of the First Tranche
Shares, the Company's issued ordinary share capital will consist of
286,993,532 ordinary shares, with one voting right 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 286,993,532. With effect from First 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 interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Following First Admission and assuming that the Resolution is
passed at the General Meeting and Second Admission takes place, the
Company's issued ordinary share capital will consist of 329,393,532
ordinary shares, with one voting right each.
Important notice
Neither the contents of the Company's website nor the contents
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 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.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States. This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Allenby Capital Limited is acting solely as broker 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 Allenby Capital
Limited by FSMA or the regulatory regime established thereunder,
Allenby Capital Limited 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. Allenby Capital Limited
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.
Panmure Gordon (UK) Limited is acting solely as nominated
adviser 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 Panmure Gordon (UK) Limited by FSMA or the regulatory regime
established thereunder, Panmure Gordon (UK) Limited 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. Panmure Gordon (UK) Limited 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.
**ENDS**
For further information please visit
www.cluffnaturalresources.com or contact the following:
Cluff Natural Resources Plc Tel: +44 (0) 20 7887 2630
Algy Cluff / Graham Swindells / Andrew Nunn
Panmure Gordon (UK) Limited Tel: +44 (0) 20 7886 2500
Adam James / Atholl Tweedie (Corporate Finance)
Tom Salvesen (Corporate Broking)
Allenby Capital Limited Tel: +44 (0) 20 3328 5656
Chris Crawford/Katrina Perez (Corporate Broking)
St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
Lottie Brocklehurst/Frank Buhagiar
(Financial PR)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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