TIDMPERE
RNS Number : 7780L
Pembridge Resources PLC
21 July 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE
UNITED STATES OR ANY SUCH JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION IS PROHIBITED
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
21 July 2017
Pembridge Resources plc ("Pembridge" or the "Company")
Proposed Placing of 81,095,625 New Ordinary Shares to raise
GBP1,297,530 at a price of 1.6p per share
Proposed Subscription for up to 75,154,375 New Ordinary Shares
to raise GBP1,202,470 at a price of 1.6p per share all such New
Ordinary Shares to be issued with warrants attached on a one for
one basis
Admission of up to 238,093,195 Ordinary Shares to the Official
List (by way of Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the London Stock Exchange's main market
for listed securities
and
Notice of General Meeting
Pembridge is pleased to announce a conditional placing and
subscription of up to 156,250,000 New Ordinary Shares (the
"Fundraise Shares") at 1.6 pence per new Ordinary Share (the "Issue
Price") (the "Fundraise") to raise up to GBP2.5 million before
expenses.
In conjunction with the Fundraise, the Board is proposing,
subject to shareholder approval, to cancel the listing of the
Company's Existing Ordinary Shares on AIM and to apply for
admission of the 238,093,195 Ordinary Shares to the standard
segment of the Official List and to trading on the Main Market for
listed securities of the London Stock Exchange. It is also
proposing to re-organise the Company's share capital (the
"Proposals"). This is in furtherance of the announcement made on 15
June 2017, when the Company's shares were suspended from trading on
AIM.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
hereby gives formal notice of the intended cancellation of trading
of its ordinary shares on the AIM, subject to shareholder
approval.
The Directors of Pembridge are appraising a number of
acquisition opportunities to grow the Company and create
significant value for shareholders. To achieve our stated aims, the
Company felt it appropriate that admission to trading on the Main
Market will increase its profile and attractiveness to a broader
range of investors as we implement our investment policy in advance
of a significant acquisition.
It is currently expected that the Company's Ordinary Shares will
be cancelled on AIM at 7am on 21 August 2017 and admitted to the
Official List and commence trading on the Main Market at 8am that
same day, subject to the receipt of the necessary approvals from
the UKLA, the LSE and shareholders. If there is any change to the
timetable outlined above, the Company will make a further
announcement.
Following Admission, Shareholders will be able to trade the
Company's ordinary shares on the Standard Segment of the Main
Market of the London Stock Exchange.
In connection with the Fundraise and the Proposals, the Company
will require Shareholder approval and it will today post a circular
(comprising a prospectus in connection with Admission) to
Shareholders, convening a General Meeting to be held at 11am on
Friday 18 August 2017 at the offices of Cooley (UK) LLP, 69 Old
Broad Street, London, EC2M 1QS to consider the Resolutions to
effect the ProposalsThe circular which will be made available on
the Company's website later today.
For further information please contact:
Pembridge Resources PLC T: +44 (0)203 778 0655
David Linsley, Chief Executive Officer
SPARK Advisory Partners - Nominated Adviser T: +44 (0) 2033 683 555
Sean Wyndham-Quin www.sparkadvisorypartners.com
Neil Baldwin
SI Capital Limited - Joint Broker T: +44 (0) 1483 413 500
Nick Emerson
Andy Thacker
Beaufort Securities Limited - Joint Broker T: +44 (0) 207 382 8300
Zoe Alexander
Blytheweigh - Financial PR T: +44 (0) 207 138 3204
Tim Blythe, Camilla Horsfall, Nick Elwes
Pembridge Resources plc ("Pembridge" or the "Company")
Proposed Placing of 81,095,625 New Ordinary Shares to raise
GBP1,297,530 at a price of 1.6p per share
Proposed Subscription for up to 75,154,375 New Ordinary Shares
to raise GBP1,202,470 at a price of 1.6p per share all such New
Ordinary Shares to be issued with warrants attached on a one for
one basis
Admission of up to 238,093,195 Ordinary Shares to the Official
List (by way of Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the London Stock Exchange's main market
for listed securities
and
Notice of General Meeting
Introduction
The Company announced earlier today that it has successfully
raised GBP1,297,530 through a placing of 81,095,625 New Ordinary
Shares and a subscription for up to 75,154,375 New Ordinary Shares
with new and existing shareholders subject to Shareholders
approving certain proposals that will enable the Company to seek
admission to the standard segment of the Official List and to
trading on the London Stock Exchange's main market as listed
securities.
In conjunction with the Fundraise which itself is conditional
upon Shareholder approval as set out below, the Board is proposing
to seek Shareholder approval to cancel the listing of the Existing
Ordinary Shares on AIM. It is intended that the Company applies for
admission of its entire issued share capital (including the
Fundraise Shares) to trading on the standard segment of the
Official List and to cancel trading of the Existing Ordinary Shares
on the Main Market, to take effect simultaneously with the
Delisting.
The Board is also seeking Shareholder approval for the terms of
the Fundraise and to reorganise the Company's share capital by
reducing the nominal value attaching to the Existing Ordinary
Shares in a way which does not affect their economic value. The
Capital Reorganisation will maximise the Company's flexibility to
issue shares in the future.
Background to the Fundraise and use of proceeds
Pembridge Resources PLC was originally incorporated as China
Africa Resources PLC on 20 August 2010.
The Company was set up as co-operation between Weatherly
International plc (an AIM traded mining company focused on projects
in the Republic of Namibia) and ECE. ECE's parent entity was
established in 1955 as an overseas development division of the
Jiangsu Provincial government in China to focus on geological and
mineral exploration and development activities outside of mainland
China The Company initially focused on a project known as "Berg
Aukas" in northern Namibia. The project was essentially a set of
overlapping mining licences which had been acquired by Weatherly
International plc some years previously but which, as non-core
investments, Weatherly plc did not have the financial or technical
capacity to exploit. The subsidiary of Weatherly International plc
which owned the mining licences was sold to the Company and a cash
investment was made to the issuer by HK ECE and the Issuer was
admitted to trading on the AIM Market (with 10% of the share
capital being distributed to existing shareholders of Weatherly
International plc.
The Company was admitted to AIM in the summer of 2011 with the
objective of carrying out a full feasibility study on the Berg
Aukas Project and, subsequently, to develop that project and bring
the mine back into production.
On 24 May 2014 the Company announced the results of the
Pre-Feasibility Study. Whilst many of the findings were
encouraging, the anticipated costs of progressing the Berg Aukas
Project to the production stage were estimated at between US$39m to
US$53m (dependent upon whether ore processing was to take place
onsite or offsite). Commercial viability and more importantly, the
ability to raise sufficient equity capital for the mine development
phase proved to be difficult in the existing market conditions.
Without the funds to complete the underground evaluation, a
necessary step in producing a bankable feasibility study, it would
be impossible to raise the debt component. The project viability
would also be greatly enhanced if there was an obvious market for
the Vanadium concentrate, which has proved problematic in the
current environment.
Between 2014 and mid-2016 there were few developments of note
save that ECE was retrenching from its international activities and
hence the Board were faced with needing to make a clear decision
with regard to the Issuer's future and solvency.
Against this background it was difficult to take funding for the
Berg Aukas Project forward in any commercially justifiable way. The
then Board believed that ultimately the Berg Aukas Project would be
developed but was unable to give any firm timeframe and accordingly
concluded that it was not an asset suited to underpin a public
company, particularly given the ongoing costs of operating a
listing on AIM.
On 23 November 2016 the Company put proposals to Shareholders to
raise GBP1,000,000 million through a conditional subscription and
placing. The decision to recommend this course of action to
Shareholders came about due to a number of circumstances:
-- the Company had been holding the dormant Berg Aukas asset for
several years (given economic viability issues) and was gradually
using up its cash resources on basis maintenance and the expenses
of being a public company;
-- ECE had largely retrenched from its activities in sub-Saharan
Africa and was focusing its resources on certain Asian assets.
Originally it had been intended that ECE would be the partner to
drive the asset forward but a global commodity price decline and
the retrenching of activity to Asia led to the abandonment of that
plan.
Accordingly, the Board reached the view that the best option was
to pursue a new strategy and that strategy would not include the
Berg Aukas asset.
Accordingly in November 2016, having conducted a capital
reduction to create the required distributable reserves, the
Company put proposals to shareholders to distribute the shares in
the Namibian subsidiary to its shareholders by way of an in specie
distribution, to raise GBP1,000,000 of new equity and make
significant changes to the Board. These proposals were approved by
Shareholders on 14 December 2016 and the proposals were implemented
in full in early January 2017.
As part of these proposals Paul Johnson and Nick O'Reilly joined
the Board as an executive team to implement the proposed investing
policy to be adopted by the Company. ECE itself had no real
interest in the operations of the Company going forwards. Their
interest, albeit now limited, was in the Berg Aukas asset, of which
they owned 60% after the in specie distribution. The ECE directors
accordingly stood down from the Board as part of those
proposals.
In February 2017 David Linsley joined the Board as Chief
Executive to a view to pursuing a strategy in a similar sector but
with a focus on later stage assets (i.e. those close to the
production phase or actually in production). The Board considered
this to be a strategy with a substantial lower risk profile but
realised that a reasonable time frame for selecting and completing
an appropriate investment that would satisfy the criteria of AIM
Rule 14 would not be possible in the timeframe to avoid suspension
on AIM.
Having considered the options available to the Company, the
decision was taken by the Directors to leave AIM and to seek
admission to the Standard Segment of the Official List as an
acquisition company with a focus on investing in base and precious
metal projects in the Americas, sub-Saharan Africa and Europe.
The Company will target the acquisition of projects by direct
investments or through farm-ins. The investments may be in
companies, partnerships, special purpose vehicles, joint ventures
or direct interests in mining projects. Target investments will
generally be involved in projects in the development and/or
producing stage and the Company may consider exploration
opportunities. Such investments may take the form of equity, debt
and/or other financial instruments. The Company's interest in a
proposed investment may range from a minority position to 100 per
cent. ownership.
The Company will focus on projects located in North and South
America, sub-Saharan Africa and Europe. The Directors propose to
invest in companies and/or projects within the natural resources
sector with a particular focus on opportunities in selected base
and precious metals.
In selecting acquisition opportunities, the Board will focus on
companies and/or projects that are available at attractive
valuations and hold opportunities to unlock embedded value or where
there is the prospect of adding considerable value.
The Company proposes to carry out a comprehensive and thorough
project review process in which all material aspects of any
potential investment will be subject to appropriate due diligence.
It is likely that the Company's financial resources will ultimately
be invested in a limited number of projects. It is intended that
any initial Acquisition will be initially be using available cash
resources which will limit the size of the Acquisition target by
reference to the Net Proceeds and working capital requirements.
However in the event that an Acquisition target presents itself
which would require the raising of additional capital the Directors
have not ruled out the raising of additional equity concurrent with
the Acquisition should the business case be compelling.
The Company initially intends to deliver Shareholder returns
through capital growth and may, in the medium term, be in a
position to distribute income via dividends.
Following completion of any Acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
Shareholders through operational improvements as well as
potentially through additional
complementary acquisitions following any Acquisition. Following
any initial Acquisition and in the event that any subsequent
acquisition is deemed a "reverse takeover", the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange or admission to
another stock exchange dependent upon the nature of the target of
the Acquisition and its stage of its business.
Details of the Cancellation and Admission
In order to effect the move to the Main Market, the Company will
require, inter alia, Shareholder approval of the Cancellation and
Admission Resolution at the General Meeting. The Notice of General
Meeting, which will be posted to Shareholders shortly, will set out
the terms of the Cancellation and Admission Resolution, which will
be proposed at the General Meeting as a special resolution. In
accordance with the AIM Rules, the Cancellation and Admission
Resolution will be subject to approval being obtained from not less
than 75 per cent. of all Shareholders voting in person or by proxy.
If the requisite percentage of Shareholders does not approve the
Cancellation and Admission Resolution, the Company's Ordinary
Shares will continue to be admitted to AIM although it will be
delisted within 6 months.
Assuming the Cancellation and Admission Resolution is passed,
the Company will apply for the admission of its Existing Ordinary
Shares on the Official List and to trading on the Main Market. It
is intended that the transfer will take place simultaneously with
the Cancellation.
Details of the Capital Reorganisation
Under the Companies Act 2006, the issue of the Existing Ordinary
Shares at less than their nominal value is prohibited. The Board
considers that it is in the best interests of Shareholders as a
whole that the Company organises its share capital to maximise its
flexibility to issue shares, including the Fundraise Shares. The
Board therefore proposes to reduce the existing 1 pence nominal
value of the Existing Ordinary Shares by sub-dividing each Existing
Ordinary Share into one New Ordinary Share of 0.1 pence each and 1
Deferred Share of 9.9 pence each. The proposed Capital
Reorganisation will not change the number of Ordinary Shares in
issue and is not expected to affect the trading price of the
Ordinary Shares.
The Deferred Shares will not entitle holders to receive notice
of or attend and vote at any general meeting of the Company or to
receive a dividend or other distribution or to participate in any
return of capital on a winding up (other than the nominal amount
paid on such shares following a very substantial distribution to
the holders of New Ordinary Shares). Accordingly, the Deferred
Shares will, for all practical purposes, be valueless and it is the
Board's intention that, at an appropriate time, the Company will
repurchase the Deferred Shares or cancel or otherwise seek the
surrender of the Deferred Shares, using such Companies Act 2006
compliant means as the Board may at such time determine. The
Deferred Shares will not be admitted to trading on any stock
exchange.
Investment strategy and rationale
Given the current macro outlook for mining and mining
investment, the Directors believe an opportunity exists for
Pembridge to take advantage of current asset and project valuations
in this stage of the mining cycle. It is the Directors' belief that
base and precious metals are offering significant opportunities to
invest in orphaned projects where existing management teams have
been restricted of capital. The Company believes that there are a
number of projects available for investment that may require not
only cash but also technical and financial expertise.
Coupled with a disciplined fund management approach, the
Directors believe that Pembridge will offer exposure to the next
forecast "up cycle" and compete with private equity funds. In
addition, the Company aims to offer investors a prospect of
liquidity unavailable in a private equity/hedge fund structure.
As set out above, the Company will focus on projects located in
North and South America, sub- Saharan Africa and Europe. The
Company will only invest in countries within these geographies that
have established mining regulations and existing mining operations.
The purpose of this focus is to minimise sovereign and regulatory
risk of the investments that the Company makes.
The Company is targeting Base and Precious Metals for a number
of reasons. First, the Company will only invest in commodities in
which has expertise and a track record of success. Secondly, given
the initial resources available to the Company, this precludes any
material investment options within the bulk commodity space (e.g.
iron ore and coal) where typical investments require a scale in the
order of US$1bn+ to be cost competitive and successful. Thirdly,
for the stages in the mining cycle that the investing strategy
focuses on, the Directors believe Base and Precious Metal projects
typically have the most value-add potential. Finally, the Directors
believe that the timing is right for base and precious metal
investment, where most of the commodities in these categories have
bullish consensus price forecasts for the medium-long term.
The Directors' longer term aim is to create a portfolio of
projects that are diversified along the mining cycle, targeting, in
particular undervalued assets in the development and/or production
stages. The Directors define Orphaned Assets as those that exhibit
a transactional value proposition or have a large potential upside
in value, but for whatever reason the development of the asset has
been stalled either through undervaluation by markets and
investors, failure to raise sufficient capital, or have been
stigmatised by unmerited "deal fatigue" as a result of unfavourable
macro-events.
The Company's primary target is on production or near production
assets with a secondary interest in newly defined resource
exploration projects, further details are set out below:
-- Production assets are mines that have recently commenced
production either as a new development or a past-producer which has
gone through a period of shutdown;
-- Near production assets have gone through the typical mining
stages of development and are nearing the point of final investment
decision and require funds in order to complete development to
first production; and
-- Newly defined resource exploration projects are those that
are at an advanced stage of resource definition, with most of the
necessary permitting and tenure in place.
With any of these types of investments, the Company commits to
only investing in projects where it can add value to the project.
This can be achieved through either updating or changing the mining
methods processes, personnel, logistics, arranging capital to
assist the project in expediting development, and/or through
acquiring undervalued assets and creating transactional value.
Where the, the Company may bring in new management in order to help
generate value.
Further details of the Placing
The Company has conditionally raised approximately GBP2.09
million) before expenses pursuant to the proposed issue of up to
156,250,000 New Ordinary Shares at an Issue Price of 1.6 pence per
New Ordinary Share.
The Placing and Subscription are conditional on the passing of
the Resolutions by the requisite majority of the Company's
Shareholders at the General Meeting. Following satisfaction of all
conditions and subject to the Placing Agreement becoming
unconditional in all respects, application will be made to the
Existing Shares, the Placing Shares and Subscription Shares to be
admitted to Listing on the Official List. It is expected that
Admission will become effective and that dealings for normal
settlement in the Ordinary Shares will commence on 9 August
2017.
The terms of the Placing and Subscription also provide for all
participants to be issued with Investor Warrants on the basis of
one Investor Warrant for each New Ordinary Share subscribed for in
the Subscription and the Placing. The Investor Warrants allow the
holder to subscribe for one New Ordinary Share for each Warrant
held at a price of 3.2p, per New Ordinary Share. The Investor
Warrants are exercisable immediately upon issue and at any time up
to and including 8 August 2019.
The Fundraise Shares will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive dividends and other distributions declared following
Admission.
Immediately following completion of the Fundraise, the Company's
issued ordinary share capital will consist of up to 238,093,195
Ordinary Shares.
When admitted to trading, the Ordinary Shares (including the
Fundraise Shares) will continue to be registered with ISIN number
GB00B3ZW6Z85 and SEDOL number B3ZW6Z8 and trade under the symbol
"PERE".
The Issue Price represents a discount of 39.6 per cent. to the
closing price of 2.65 pence per Ordinary Share as at 16 June 2017
when the Existing Ordinary Shares were suspended on AIM.
The Company, the Directors and the Brokers have entered into the
Placing Agreement relating to the Placing pursuant to which,
subject to certain conditions, the Brokers conditionally agreed to
use their reasonable endeavours to procure subscribers for the
Placing Shares to be issued by the Company. The 81,095,625 New
Ordinary Shares subscribed for in the Placing will represent
approximately 34% of the Enlarged Ordinary Share Capital.
The Placing Agreement is conditional, amongst other things, the
passing of the Resolutions and upon Admission having become
effective by not later than 8.00 am on 9 August 2017 or such later
time and date as the Company and the Brokers may agree (being not
later than 8.00 am on 31 August 2017).
Each of the Existing Directors and the Proposed Directors have
each agreed with the Company, and the Brokers not to dispose of any
of their interests in Ordinary Shares held or acquired for a period
of at least twelve months from the date of Admission, save in
certain limited circumstances and to sell any Ordinary Shares
through a broker acting in accordance with generally accepted
orderly market principles for a further twelve months
thereafter.
The aggregate interests following Admission which will be
subject to the lock-in and orderly market arrangements, as
described above, will amount to 9,552,299 Ordinary Shares which is
equivalent to approximately 4.01 per cent. of the Enlarged Share
Capital.
Application will be made for the Ordinary Shares to be admitted
to a Standard Listing on the Official List. A Standard Listing will
afford investors in the Company a lower level of regulatory
protection than that afforded to investors in companies with
Premium Listings on the Official List, which are subject to
additional obligations under the Listing Rules.
It is expected that Admission will become effective and
dealings, for normal settlement, will commence on 9 August 2017. No
application has been or will be made for any of the Existing
Warrants or Adviser Warrants to be admitted to trading on the
Official List or on any other securities market.
The Ordinary Shares are eligible for CREST settlement.
Accordingly, settlement of transactions in the Ordinary Shares
following Admission may take place within CREST if the relevant
holder so wishes. CREST is a voluntary system and Shareholders who
wish to receive and retain certificates will be able to do so.
The Investor Warrants and Adviser Warrants are not CREST
eligible for settlement and will be issued in certificated
form.
Board Changes
Initially the Board will comprise Roderick Webster,
Non-Executive Chairman, David Linsley, Chief Executive Officer and
John Bryant, Non-Executive Director. Upon completion of the
Fundraise Francis McAllister and Guy Le Bel will assume
non-executive positions on the board. Roderick Webster will become
Acting Chairman until a suitable full-time replacement is found.
The Board will be reviewed to ensure that it remains appropriate
for the Company such that the constitution of the Board at that
time will reflect the profile of the Company and prevailing
corporate governance standards.
General Meeting
A Circular setting out a notice convening a General Meeting of
the Company will be proposed will be posted in due course.
Expected timetable
Each of the times and dates set out below are indicative only
and subject to change without consultation. If any of the below
times and / or dates change, the revised times and/or dates will be
notified by announcement on a Regulatory Information Service.
References in this announcement to time are to London time,
unless specified otherwise.
2017
Publication of this document 21 July
Latest time and date for receipt of CREST voting intentions 4
August
Latest time and date for receipt of Forms of Proxy for the
General Meeting 4 August
Time and date for the General Meeting 11.00 a.m. on 18
August
Cancellation of the Company's AIM listing 8.00am on 21
August
Admission and dealings expected to commence in the New
Ordinary Shares 8.00am on 21 August
CREST accounts expected to be credited with New Ordinary Shares
21 August
Expected date for definitive share certificates in respect of
Ordinary
Shares and certificates for the Investor Warrants and Adviser
Warrants to
be despatched 24 August
DEFINITIONS
The following definitions and technical terms apply throughout
this announcement, unless the context otherwise requires:
"Admission" the admission of the Enlarged
Ordinary Share Capital to the
standard listing segment of
the Official List and to trading
on the London Stock Exchange's
Main Market for listed securities;
"Adviser Warrants" the 4,054,781 warrants to be
issued to Beaufort Securities
Ltd and SI Capital Ltd in connection
with the Placing and the Subscription,
each such warrant entitling
the holder to subscribe for
one New Ordinary Shares at
a price of 3.2p per share;
"AIM" the AIM market of the London
Stock Exchange;
"Articles" the articles of association
of the Company;
"Beaufort" Beaufort Securities Ltd, the
Company's joint broker at the
date of this document;
"Berg Aukas the mining area near Grootfontein
Project" in northern Namibia of which
two slightly overlapping mining
licences, ML-14/2/3/2/1 and
ML- 14/2/3/2//24B form part;
"Board" the board of directors of the
Company from time to time;
"Brokers" Beaufort and SI;
"Business a day other than a Saturday,
Day" Sunday or public holiday in
England;
"Company" Pembridge Resources plc, the
or "Pembridge" Company and its subsidiary
undertakings;
"CREST" the system for trading shares
in uncertificated form;
"Deferred means the deferred shares of
Shares" 0.9 pence each in the capital
of the Company created by the
subdivision;
"Directors" the directors and proposed
directors of the Company;
"ECE" Hong Kong East China Non-Ferrous
Mineral Resources Co., Ltd;
"Enlarged the total of the Existing Ordinary
Ordinary Share Shares and the New Ordinary
Capital" Shares;
"Existing ordinary shares of GBP0.01
Ordinary Shares" each in the Company;
"Existing the 47,082,948 warrants, each
Warrants" entitling the holder to subscribe
for one New Ordinary Share
at a price of 4.34 pence per
share and which expire on 15
December 2018;
"FCA" the United Kingdom Financial
Conduct Authority;
"Fundraise" together the Placing and the
Subscription;
"Investor the up to 156,250,000 warrants
Warrants" to be issued to all participants
in the Placing and the Subscription,
each such warrant entitling
the holder to subscribe for
one New Ordinary Shares at
a price of 3.2p per share;
"Issue Price" 1.6p per New Ordinary Share;
"Listing Rules" the listing rules made by the
UK Listing Authority under
section 73A of FSMA as amended
from time to time;
"London Stock the London Stock Exchange plc;
Exchange"
"New Ordinary ordinary shares of 0.1p each
Shares" in the Company issued pursuant
to the Fundraise;
"Official the Official List of the Financial
List" Services Authority;
"Ordinary ordinary shares in the issued
Shares" share capital of the Company
from time to time;
"Placing" the conditional placing by
the brokers of the Placing
Shares with new investors on
the terms and conditions of
the Placing Agreement;
"Placing Agreement" the agreement dated 21 July
2017 and made between, inter
alia, the Company and the brokers
relating to this placing;
"Placing Price" 1.6p per New Ordinary Share;
"Placing Shares" 81,095,625 New Ordinary Shares
to be allotted and issued in
connection with the Placing;
"Premium Listing" a premium listing under Chapter
6 of the Listing Rules;
"Resolutions" the resolutions to be proposed
at the General Meeting, details
of which are set out in this
Notice;
"Shareholder" a person who is registered
as holders of the Ordinary
Shares from time to time;
"SI" SI Capital Ltd, the Company's
joint broker at the date of
this document;
"Standard a standard listing under Chapter
Listing" 14 of the Listing Rules;
"Subscription" the subscription by certain
persons for up to 75,154,375
Subscription Shares at the
Subscription Price pursuant
to the Subscription Letters;
"Subscription the letter agreements between
Letter" the Company and certain new
investors pursuant to which
certain new investors have
agreed to subscribe for a total
of up to 75,154,375 New Ordinary
Shares at the Issue Price;
"Subscription 1.6p per Subscription Share;
Price"
"Subscription up to 75,154,375 new Ordinary
Shares" Shares to be issued pursuant
to the Subscription;
"Sterling" the legal currency of the UK;
or "GBP" or and
"p" or "pence"
"US$" the legal currency of the United
States of America;
"Weatherly" Weatherly International plc,
or "WTI" a company incorporated in England
and Wales with registered number
03954224.
IMPORTANT INFORMATION
This announcement has been issued by, and is the sole
responsibility of, the Company. This announcement is for
information only and does not constitute or form part of an offer
or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any
jurisdiction.
THIS ANNOUNCEMENT IS NOT INTED, AND SHOULD NOT BE CONSTRUED, AS
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER
JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE
PLACING SHARES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR
ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES.
The distribution of this announcement and the Fundraise as set
out in this announcement in certain jurisdictions may be restricted
by law. No action has been taken that would permit an offering of
such shares or possession or distribution of this announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements are based on the Company's current expectations and
projections about future events and can be identified by the use of
a date in the future or forward-looking terminology, including, but
not limited to, the terms "may", "believes", "estimates", "plans",
"aims", "targets", "projects", "anticipates", "expects", "intends",
"will", "could" or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking
statements include matters that are not historical facts and
include statements regarding the Company's intentions, beliefs or
current expectations. They are not guarantees of future
performance. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements. Any forward-looking statements
in this announcement reflect the Company's view with respect to
future events as at the date of this announcement and are subject
to risks relating to future events and the Company's operations,
results of operations, financial condition, growth, strategy,
liquidity and the industry in which the Company operates. No
assurances can be given that the forward-looking statements in this
announcement will be realised. Neither the Company nor Beaufort
Securities Limited, not SI Capital Ltd undertake any obligation,
nor do they intend, to revise or update any forward-looking
statements in this announcement to reflect events or circumstances
after the date of this announcement (except, in the case of the
Company, to the extent required by the FCA, the London Stock
Exchange or by applicable law, the Listing Rules, the AIM Rules for
Company or the Disclosure Rules and Transparency Rules). None of
the future projections, expectations, estimates or prospects in
this announcement should be taken as forecasts or promises nor
should they be taken as implying any indication, assurance or
guarantee that the assumptions on which such future projections,
expectations, estimates or prospects have been prepared are correct
or exhaustive or, in the case of the assumptions, fully stated in
the announcement. As a result of these risks, uncertainties and
assumptions, prospective investors should not place undue reliance
on these forward-looking statements as a prediction of actual
results or otherwise. Forward-looking statements in this
announcement are current only as of the date on which such
statements are made.
Beaufort Securities Ltd, which is authorised and regulated in
the United Kingdom by the FCA, is acting as broker to the Company
in connection with the matters disclosed herein and is not acting
for any other person (including a recipient of this document) or
otherwise responsible to any person for providing the protections
afforded to clients of Beaufort Securities Ltd or for advising any
other person in respect of the proposed Placing and Admission or
any transaction, matter or arrangement referred to in this
document. No representation or warranty, express or implied, is
made by Beaufort Securities Ltd, for the accuracy of any
information or opinions contained in this document or for the
omission of any material information, for which it is not
responsible.
SI Capital Ltd, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker to the Company in
connection with the matters disclosed herein and is not acting for
any other person (including a recipient of this document) or
otherwise responsible to any person for providing the protections
afforded to clients of SI Capital Ltd or for advising any other
person in respect of the proposed Placing and Admission or any
transaction, matter or arrangement referred to in this document. No
representation or warranty, express or implied, is made by SI
Capital Ltd, for the accuracy of any information or opinions
contained in this document or for the omission of any material
information, for which it is not responsible.
Any indication in this announcement of the price at which
Fundraise Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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. The price of Placing Shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the Placing
Shares.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks to the Company's
website is incorporated in, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMMGZNMMLGNZM
(END) Dow Jones Newswires
July 21, 2017 07:20 ET (11:20 GMT)
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