TIDMPREM
RNS Number : 3162S
Premier African Minerals Limited
29 September 2017
Premier African Minerals Limited / Ticker: PREM / Index: AIM /
Sector: Mining
29 September 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 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.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED
WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN
STRATEGIC LIMITED.
PREMIER AFRICAN MINERALS LIMITED IS AN EARLY STAGE NATURAL
RESOURCES EXPLORATION, DEVELOPMENT AND PRODUCTION COMPANY, IF YOU
HAVE ANY DOUBTS AS TO THE RISKS INVOLVED YOU SHOULD SEEK ADVICE
FROM A FINANCIAL ADVISER WHO IS DULY AUTHORISED UNDER THE FSMA TO
ADVISE ON SUCH FINANCIAL INVSETMENTS.
Premier African Minerals Limited
("Premier" or the "Company")
Institutionally Underwritten Offer to raise approximately GBP3.5
million via PrimaryBid ("Primary Bid Offer")
Premier African Minerals Limited (AIM:PREM), the London-quoted
mining and exploration company, is pleased to announce a fully
underwritten offer to raise GBP3.5 million (before expenses) by the
issue and allotment by the Company of 1,166,666,667 new ordinary
shares each in the Company ("New Ordinary Shares") at an offer
price of 0.3 pence per New Ordinary Share, being a discount of
approximately 20% per cent to yesterday's closing mid-price.
The Company is pleased to provide existing shareholders, private
and other investors the opportunity to participate in the
fundraising by applying exclusively through the www.PrimaryBid.com
platform under the Offer. In order to comply with the Prospectus
Directive, individual investors investing less than EUR100,000 in
the Offer are limited to an aggregate subscription of GBP3.1m in
the Offer. PrimaryBid does not charge investors any commission for
this service.
The Company has stated its intention to use the proceeds of the
Offer to;
-- Complete plant upgrades at RHA Tungsten Mine ("RHA");
-- Fully fund remaining underground development at the RHA mine
to scale up production to the mine design rate;
-- Full repayment and cancellation of the Delta-Beta One EQ Ltd
("D-Beta") equity swap agreement;
-- Full repayment and cancellation of the YA II PN Limited ("YA II") loan agreement;
-- Completion of the PEA on the Zulu Lithium Project ("Zulu"); and
-- General working capital.
Highlights
-- Offer at 0.3 pence per New Ordinary Share ("Issue Price") to
raise an aggregate of approximately GBP3.5 million (before
expenses).
-- The Offer, which is described below, is fully underwritten by a financial institution.
-- The Company intends that the net proceeds of the Offer will be applied towards:
o Complete plant upgrades at RHA;
o Fully fund remaining underground development at the RHA
Tungsten Mine to scale up production to the mine design rate;
o Full repayment and cancellation of the D-Beta equity swap
agreement;
o Full repayment and cancellation of the YA II loan
agreement;
o Completion of the PEA on the Zulu Lithium Project;
o General working capital.
-- The Company values its private investor base and is therefore
opening the Offer to individual and institutional investors
exclusively on PrimaryBid.com from 4.31p.m. on 29 September 2017 to
5p.m. on 1 October 2017. PrimaryBid Limited is acting as sole
arranger for the Offer.
-- Subscriptions under the Offer will be considered by the
Company on a "first come, first served" basis subject to
conditions.
-- Any investment request over GBP100,000 will first require the Company's consent.
No commission is charged to investors on applications to
participate in the Offer made through PrimaryBid. It is vital to
note that once an application for New Ordinary Shares has been made
and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the Offer, visit www.PrimaryBid.com or call
PrimaryBid.com on +44 (0)20 7491 6519.
The fundraising is expected to be completed and the results of
it announced on 2 October 2017.
Share issue
Pursuant to the PrimaryBid Offer the Company will cancel the
swap agreement with D-Beta by the repurchase of the balance of
subscription shares issued in July 2017, which will be issued to
subscribers under the PrimaryBid Offer together with the further
issuance of up to a further 538,095,239 new ordinary shares.
Enquiries:
George Roach Premier African Minerals Tel: +44 (0)7796
Fuad Sillem Limited 263999
Tel: +44 (0)7734
922074
------------------ --------------------------- ------------------
Michael Cornish Beaumont Cornish Tel: +44 (0)20
/ Roland Cornish Limited 7628 3396
(Nominated Adviser)
------------------ --------------------------- ------------------
Jerry Keen/Edward Shore Capital Stockbrokers Tel: +44 (0)20
Mansfield Limited 7408 4090
------------------ --------------------------- ------------------
Jon Belliss Beaufort Securities Tel: +44 (0)20
Limited 7382 8300
------------------ --------------------------- ------------------
Charles Goodwin/ Yellow Jersey PR Tel: +44 (0)7747
Harriet Jackson Limited 788221
------------------ --------------------------- ------------------
Dave Mutton PrimaryBid Limited Tel: +44 (0)20
7491 6519
------------------ --------------------------- ------------------
Beaumont Cornish Limited is acting solely as the Company's
Nominated Adviser for the purposes of the AIM Rules and no one else
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this announcement
and is not acting in respect of the PrimaryBid Offer nor providing
any advice in relation thereto.
Introduction
The Company today announces an underwritten Offer of GBP3.5
million (before expenses) through the issue and allotment by the
Company of an aggregate of 1,166,666,667 new ordinary shares each
in the Company ("New Ordinary Shares") at a price of 0.3 pence per
New Ordinary Share ("Issue Price").
The Company values its private investor base which has supported
the Company alongside institutional investors over several years.
Given the longstanding support of private shareholders, the Company
believes that it is appropriate to provide private and other
interested investors the opportunity to participate in the
fundraising. The Company is therefore making the Offer exclusively
through PrimaryBid.com.
Private and other investors may participate in the Offer of New
Ordinary Shares on a on a first come, first served basis,
exclusively through PrimaryBid.com.
The Offer
Details of the Offer
The Company is raising a total of approximately GBP3.5 million,
before expenses. Approximately 1,166,666,667 New Ordinary Shares
are available pursuant to the Offer at the Issue Price, payable in
full on acceptance.
In order to comply with the Prospectus Directive, individual
investors investing less than EUR100,000 in the Offer are limited
to an aggregate subscription of GBP3.1m in the Offer. The Offer is
offered under the exemptions against the need for a prospectus
allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or
for approval of the same by the Financial Conduct Authority in its
capacity as the UK Listing Authority.
The Company offers for subscription under the Offer up to
1,166,666,667 New Ordinary Shares at the Issue Price to raise
approximately GBP3.5 million with a minimum subscription of
GBP1,000 per investor. The Offer is fully underwritten and is open
to existing shareholders and other investors subscribing via
PrimaryBid.com. This allocation will be filled on a "first come
first served" basis.
The maximum investment amount under the Offer for any investor
is GBP100,000. Any investment request over GBP100,000 will first
require the Company's consent.
The Company may, at its sole discretion (within the Company's
existing non pre-emptive permissions), elect to increase the total
number of New Ordinary Shares issued under the Offer.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com.
The terms and conditions on which the Offer is made, including
the procedure for application and payment for New Ordinary Shares,
is available to all persons who register with PrimaryBid.com. The
Offer is made on a first come, first served basis and scale back of
subscriptions (where necessary) will be made at the discretion of
PrimaryBid in consultation with the Company.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Application will be made to the London Stock Exchange plc for
the admission of the New Ordinary Shares to trading on AIM
("Admission"). It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 6 October 2017 - at which
time it is also expected that the New Ordinary Shares will be
enabled for settlement in CREST.
The Offer is not being made into any Restricted Jurisdiction or
any other jurisdiction where it would be unlawful to do so.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
Expected Timetable of Principal Events
Announcement of the Offer 29 September 2017
Closing of subscriptions 5:00 p.m. on 1 October
on PrimaryBid.com 2017
Announcement of result of 02 October 2017
the Offer
Admission and commencement By 8:00 a.m. on 6 October
of dealings in the New Ordinary 2017
Shares on AIM
Definitions
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the operator (as defined
in the CREST Regulations)
--------------------------- -----------------------------------
"Euroclear" Euroclear UK & Ireland
Limited
--------------------------- -----------------------------------
"Prospectus Rules" the Prospectus Rules made
in accordance with the
EU Prospectus Directive
2003/71/EC in relation
to offers of securities
to the public and the
admission of securities
to trading on a regulated
market
--------------------------- -----------------------------------
"Restricted Jurisdictions" United States of America,
Canada, Australia, Japan
and the Republic of South
Africa and any other jurisdiction
where the extension or
availability of the Offer
would breach any applicable
law
--------------------------- -----------------------------------
All statements in this announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or Directors concerning, among
other things, the trading performance, results of operations,
financial condition, liquidity, prospects and dividend policy of
the Company. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the performance, results of statements contained
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing; the
ability of the Group to retain and attract suitably experienced
personnel and competition within the industry. Prospective
investors should specifically consider the factors identified in
this announcement which could cause actual results to differ before
making an investment decision. This announcement has been issued
by, and is the sole responsibility, of the Company. 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 Beaumont Cornish Limited or by any of its
respective 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 or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEASNNASNXEFF
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