TIDMKRPZ
RNS Number : 4525O
Kropz PLC
01 June 2020
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, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR TRANSMITTED,
DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF
ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
1 June 2020
Kropz Plc
("Kropz" or the "Company")
Placing and Open Offer
Kropz Plc (AIM: KRPZ), an emerging African phosphate explorer
and developer, is pleased to announce that it has raised a total of
US$ 353,595 (before expenses) by way of an equity placing with an
existing investor and two directors, Robin Renwick and Mark
Summers, ("Placing") at a price of 6.75 pence per ordinary share
("Issue Price"). In conjunction, the Company today launches an open
offer to existing shareholders to raise up to a further US$ 4
million, before expenses, at the Issue Price ("Open Offer").
The Placing and Open Offer (together, the "Fundraise") are in
addition to the Equity Facility announced on the 13 May 2020, which
was approved by shareholders at the General Meeting held on Friday,
29 May 2020. Under the terms of the Equity Facility, Kropz's major
shareholder, ARC Fund, has committed to provide up to the ZAR
equivalent of US$ 40 million (ZAR 680 million) to the Company which
will be converted into new ordinary shares at the Issue Price.
The proceeds of the Fundraise and the Equity Facility will be
used to bring the Company's Elandsfontein phosphate project,
located in South Africa, into production, and subject to funding
raised, advance the new feasibility study at its Hinda project in
the Republic of Congo, and for general working capital
purposes.
The Issue Price represents a discount of approximately 15.6 per
cent. to the closing mid-market price of 8 pence per Existing
Ordinary Share on 29 May 2020 (being the latest practicable date
prior to the date of this announcement).
The Placing
4,505,060 Placing Shares have been conditionally placed with
Placees, comprising an existing investor and two directors, Robin
Renwick and Mark Summers, at the Issue Price. The Placing is not
being underwritten or conditional on the Open Offer, and the
Placing Shares are not subject to a clawback under the Open
Offer.
The Placing is conditional upon the admission of the Placing
Shares to trading on the AIM Market of the London Stock Exchange
("AIM").
The Placing Shares issued pursuant to the Placing will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or
paid after their date of issue. For the avoidance of doubt, the
Placing Shares issued pursuant to the Placing will not be eligible
to participate in the Open Offer.
Director's Participation and Related Party Transaction
Robin Renwick, chairman of Kropz, and Mark Summers, Interim CEO,
are subscribing for 330,000 Placing Shares in aggregate in the
Placing.
Existing Ordinary Placing Ordinary Shares Options
Shares Shares following the
Placing Admission
No. % No. No. %
------------ ------ -------- ------------ ------- ----------
Robin Renwick nil - 300,000 300,000 0.10 nil
------------ ------ -------- ------------ ------- ----------
Mark Summers 334,889 0.12 30,000 364,889 0.13 3,362,609
------------ ------ -------- ------------ ------- ----------
D etails on these subscriptions are included at the end of this
announcement in accordance with the requirements of the EU Market
Abuse Regulation.
The participation in the placing of Robin Renwick and Mark
Summers is a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies. The directors of the Company who are
considered independent of the participation (being all the
directors excluding Robin Renwick and Mark Summers), having
consulted with the Company's nominated adviser, consider the terms
of the participation to be fair and reasonable insofar as the
Company's shareholders are concerned.
Admission of the Placing Shares and Total Voting Rights
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that admission will become
effective, and that dealings in the Placing Shares will commence,
at 8 a.m. on 4 June 2020.
On Admission, the Company's issued share capital will consist of
287,911,367 ordinary shares with voting rights. There are no shares
held in treasury. This figure may be used by shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change of their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The Open Offer
The Directors recognise the importance of pre-emption rights to
Shareholders and, consequently, invite Qualifying Shareholders to
participate in the proposed issue of New Ordinary Shares by way of
the Open Offer at the Issue Price. The Open Offer provides
Qualifying Shareholders with an opportunity to participate in the
Fundraise by subscribing for their Basic Entitlements and Excess
Entitlements.
ARC Fund have indicated that they intend to subscribe for
25,481,481 Open Offer Shares (equal to approximately US$ 2,000,000)
under the Open Offer (subject to a clawback which may reduce their
subscription to a minimum of 25,128,164 Open Offer Shares if the
Open Offer is fully subscribed).
The Open Offer provides Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Shares at the Issue
Price pro rata to their holdings of Existing Ordinary Shares as at
the Record Date on the following basis:
9 Open Offer Shares for every 50 Existing Ordinary Shares
Entitlements to apply to acquire Open Offer Shares will be
rounded down to the nearest whole number and any fractional
entitlements to Open Offer Shares will be aggregated and made
available under the Excess Application Facility. Qualifying
Shareholders who do not take up their Basic Entitlements in full
will experience a dilution to their interests of approximately 16.4
per cent. following Admission (assuming full subscription under the
Placing and the Open Offer and excluding the dilution from the
Equity Facility).
If Qualifying Shareholders have sold or otherwise transferred
all of their Existing Ordinary Shares on or after the
'ex-entitlement' date, you are not entitled to participate in the
Open Offer.
Qualifying Shareholders should note that the Open Offer Shares
have neither been placed or subject to a clawback under the Placing
nor have they been underwritten, and the Placing is not conditional
upon the number of applications received under the Open Offer.
The Open Offer is conditional on the Open Offer Admission
occurring no later than 8 a.m. on 19 June 2020 (or such later time
and/or date as the Company may decide being not later than the Long
Stop Date). The Open Offer Shares will, when issued and fully paid,
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Those Placees who are Qualifying Shareholders will also be
entitled to participate in the Open Offer. However the Placing
Shares issued pursuant to the Placing will not be eligible to
participate in the Open Offer.
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying Non-CREST Shareholders should be aware
that the Application Form is not a negotiable document and cannot
be traded. Qualifying Shareholders should also be aware that, in
the Open Offer, unlike in a rights issue, any entitlements to Open
Offer Shares not applied for or not taken up will not be sold in
the market or placed for the benefit of Qualifying Shareholders who
do not apply under the Open Offer.
Excess applications
The Open Offer is structured to allow Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price pro rata to
their existing holdings of Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of
their Basic Entitlements. To the extent that Basic Entitlements are
not subscribed by Qualifying Shareholders, such Open Offer Shares
will be available to satisfy such excess applications. The Company
may satisfy valid applications for Excess Shares of applicants in
whole or in part but reserves the right not to satisfy any excess
above any Open Offer Entitlement. The Board may scale back
applications made in excess of Open Offer Entitlements on such
basis as it reasonably considers to be appropriate.
Actions to be Taken
Application has been made for the Basic Entitlements for
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Basic Entitlements will be admitted to CREST on 2
June 2020.
The Excess CREST Open Offer Entitlements will also be admitted
to CREST on 2 June 2020. Applications through the CREST system may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application
Form which gives details of their Basic Entitlement under the Open
Offer (as shown by the number of the Open Offer Shares allocated to
them) with the Open Offer Circular. If they wish to apply for Open
Offer Shares under the Open Offer, they should complete the
Application Form accompanying the Open Offer Circular in accordance
with the procedure for application set out in the Open Offer
Circular and on the Application Form itself. The completed
Application Form, accompanied by full payment, should be returned
by post or by hand (during normal business hours only) to
Computershare Investor Services PLC, Corporate Actions Project,
Bristol, BS99 6AH, so as to arrive as soon as possible and in any
event no later than 11 a.m. on 15 June 2020.
Qualifying CREST Shareholders, will receive no Application Form
with the Open Offer Circular but will receive a credit to their
appropriate stock account in CREST in respect of their Basic
Entitlement and if appropriate their Excess Entitlement. They
should refer to the procedure for application set out in Part 3
(Terms and Conditions of the Open Offer) of the Open Offer
Circular. The relevant CREST instruction must have settled by no
later than 11 a.m. on 15 June 2020.
The latest time for applications under the Open Offer to be
received is 11 a.m. on 15 June 2020. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, a Qualifying Shareholder has an Application
Form in respect of their Basic Entitlement or have their Basic
Entitlement credited to their stock account in CREST.
Application, Settlement and Dealings
Application will be made to the London Stock Exchange for the
Open Offer Shares, to be admitted to trading on AIM. Subject to
certain conditions, it is expected that the Open Offer Admission
will become effective and that dealings in respect of such Open
Offer Shares will commence at 8 a.m. on 19 June 2020. A further
announcement in respect of the admission of such Open Offer shares
will be made in due course.
Posting of Circular
The Open Offer Circular will be sent to Eligible Shareholders
today and will be available shortly for download from the Company's
website at www.kropz.com .
Expected Timetable of Principal Events
Record Date for entitlements under the Open 6 p.m. on 28 May
Offer 2020
Announcement of the Placing and the proposed 7 a.m. on 1 June
Open Offer 2020
Settlement and admission of the Placing Shares 4 June 2020
Existing Ordinary Shares marked "ex" by London 7 a.m. on 1 June
Stock Exchange 2020
Publication and posting of the Open Offer 1 June 2020
Circular and to Qualifying Non-CREST shareholders
only, and the Application Form
Open Offer Entitlements and Excess CREST Open 8 a.m. on 2 June
Offer Entitlements credited to stock accounts 2020
of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4:30 p.m. on 9
withdrawal of Open Offer Entitlements and June 2020
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Basic 3 p.m. on 10 June
Entitlements and/or Excess Entitlements into 2020
CREST
Latest time and date for splitting Application 3 p.m. on 11 June
Forms (to satisfy bona fide market claims 2020
only)
Latest time and date for receipt of completed 11 a.m. on 15
Application Forms and payment in full under June 2020
the Open Offer or settlement of relevant
CREST instruction (as appropriate)
Announcement of result of the Open Offer 17 June 2020
Open Offer Admission and commencement of dealings 8 a.m. on 19 June
in the Open Offer Shares on AIM 2020
Open Offer Shares credited to CREST members' 19 June 2020
accounts
Despatch of definitive share certificates within 5 business
in certificated form days of the Open
Offer Admission
(i) References to times in the Open Offer Circular are to London time (unless otherwise stated).
(ii) If any of the details contained in the timetable above
should change, the revised times and dates will be notified by
means of an announcement through a Regulatory Information
Service.
For further information visit www.kropz.com or contact:
Kropz Plc
Mark Summers (Interim CEO) +27 (0)79 744 8708
Grant Thornton UK LLP ("GT") Nominated Adviser
Richard Tonthat
Samantha Harrison
Niall McDonald +44 (0)20 7383 5100
Hannam & Partners ("H&P") Joint Broker
Andrew Chubb
Ernest Bell +44 (0)20 7907 8500
Mirabaud Securities Ltd ("Mirabaud") Joint Broker
Rory Scott +44 (0)20 3167 7220
Edward Haig-Thomas +44 (0)20 3167 7222
Tavistock Financial PR & IR (UK)
Emily Moss +44 (0)20 7920 3150
Jos Simson kropz@tavistock.co.uk
Oliver Lamb
R&A Strategic Communications PR (South Africa)
James Duncan +27 (0)11 880 3924
james@rasc.co.za
About Kropz
Kropz is an emerging African phosphate explorer and developer,
with an advanced stage phosphate project in South Africa and a
phosphate project in the Republic of Congo. The vision of the Group
is to become a leading independent phosphate rock producer and to
develop into an integrated, mine-to-market plant nutrient company
focusing on sub-Saharan Africa.
Important Information
This announcement is for information purposes only and the
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change. This announcement is not intended to and does
not constitute, or form part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy
any securities, nor shall there be any purchase, sale or exchange
of securities or such solicitation in any jurisdiction in which
such offer, solicitation or sale or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction.
Neither this announcement, nor the information contained within
it, is for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia) (collectively, the "United States"),
Australia, Canada, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement or the
information contained within it may be restricted by law in certain
jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
The information in this announcement does not constitute or form
part of any offer or an invitation or solicitation or advertisement
to purchase and/or subscribe for securities in South Africa,
including an offer to the public for the sale of, or subscription
for, or an invitation or the solicitation of an offer to buy and/or
subscribe for, securities as defined in the South African Companies
Act, No 71 of 2008 (as amended) ("Companies Act") or otherwise and
will not be distributed to any person in South Africa in any manner
that could be construed as an offer to the public as contemplated
in the Companies Act. The information in this announcement is only
addressed to and directed at persons in South Africa who fall
within one of the categories listed in section 96(1)(a) of the
South African Companies Act ("South Africa Relevant Persons").
Furthermore, the information in this announcement does not
constitute a prospectus registered and/or issued in terms of the
Companies Act.
The shares referred to herein may not be offered or sold,
transferred or delivered directly or indirectly, in the United
States unless registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or offered in a transaction
exempt from, or not subject to, the registration requirements of
the US Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. The shares referred to herein have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, the Republic of South Africa
or Japan. There will be no public offer of the shares in the United
States, Australia, Canada, the Republic of South Africa or Japan.
The shares referred to herein may not be offered or sold in
Australia, Canada, the Republic of South Africa or Japan or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada, the Republic of South Africa or Japan.
This announcement has been issued by and is the sole
responsibility of Kropz. 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 Grant
Thornton UK LLP, H&P Advisory Limited or Mirabaud Securities
Limited, or by any of their affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
PDMR Notification made in accordance with the requirements of
the EU Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Robin Renwick
------------------------------------- --------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Director
------------------------------------- --------------------------------
b) Initial notification Initial
/Amendment
------------------------------------- --------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Kropz plc
------------------------------------- --------------------------------
b) LEI 2138005Y467BCQ3QOT77
------------------------------------- --------------------------------
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
financial instrument,
type of instrument
Identification code GB00BZ1HLP69
b) Nature of the transaction Purchase
------------------------------------- --------------------------------
c) Price(s) and volume(s)
-------------- -------------
Price(s) Volume(s)
-------------- -------------
GBP0.0675 300,000
--------------------------------------------------------- -------------
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 29 May 2020
------------------------------------- --------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------- --------------------------------
PDMR Notification made in accordance with the requirements of
the EU Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Summers
------------------------------------- --------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Director
------------------------------------- --------------------------------
b) Initial notification Initial
/Amendment
------------------------------------- --------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Kropz plc
------------------------------------- --------------------------------
b) LEI 2138005Y467BCQ3QOT77
------------------------------------- --------------------------------
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
financial instrument,
type of instrument
Identification code GB00BZ1HLP69
b) Nature of the transaction Purchase
------------------------------------- --------------------------------
c) Price(s) and volume(s)
-------------- -------------
Price(s) Volume(s)
-------------- -------------
GBP0.0675 30,000
--------------------------------------------------------- -------------
d) Aggregated information
- Aggregated volume N/A
- Price
e) Date of the transaction 29 May 2020
------------------------------------- --------------------------------
f) Place of the transaction Outside a trading venue
------------------------------------- --------------------------------
ENDS
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END
MSCUAOBRRBUVOAR
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