TIDMSAE
RNS Number : 3834U
SIMEC Atlantis Energy Limited
28 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF SIMEC ATLANTIS ENERGY LIMITED IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE 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 PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
28 March 2019
SIMEC Atlantis Energy Limited
(the "Company") (AIM: SAE)
PrimaryBid.com Offer
SIMEC Atlantis Energy Limited, a diversi ed sustainable energy
generation company, is delighted to announce a conditional offer
for subscription for new Ordinary Shares at an issue price of 16
pence per new Ordinary Share (the "Placing Price") through
PrimaryBid Limited (the "PrimaryBid Offer"). The Company is also
conducting a placing of new Ordinary Shares at the Placing Price by
way of an accelerated bookbuild process by Cantor Fitzgerald (the
"Placing") as announced at 4:30 p.m. on 28 March 2019.
The PrimaryBid Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on AIM ("Admission").
Admission is expected to be take place at 8.00 a.m. on 4 April
2019. The PrimaryBid Offer will not be completed without the
Placing also being completed.
If the Acquisition of SIMEC GHR completes, the net proceeds of
the Placing will be used to fund part of the payment to be made by
the Buyer for the Acquisition of SIMEC GHR. If the Acquisition is
not completed, the net proceeds of the Placing will be used for the
Company's general corporate purposes. The net proceeds of the
PrimaryBid Offer will be used for the Company's general corporate
purposes.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the www.PrimaryBid.com platform and the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does
not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be
open to individual and institutional investors from 4.31 p.m. on 28
March 2019 to 9.00 p.m. on 28 March 2019. The PrimaryBid Offer may
close early if it is oversubscribed. A further announcement will be
made, following the closure of the PrimaryBid Offer which will
contain details of the results of the Placing and PrimaryBid
Offer.
Subscriptions under the PrimaryBid Offer will be considered by
the Company on a "first come, first served" basis, subject to
conditions (which are available to view on PrimaryBid.com) with any
investment request over GBP50,000 first requiring consultation with
the Company.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for new Ordinary Shares
pursuant to the PrimaryBid Offer 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 PrimaryBid Offer, visit www.PrimaryBid.com
or call PrimaryBid.com on +44 20 3026 4750.
The new Ordinary Shares to be issued pursuant to the PrimaryBid
Offer 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, including the
Placing Shares.
Defined terms in this announcement shall have the same meaning
as in the Company's announcement of 4:30 p.m. on 28 March 2019,
save as provided otherwise in this announcement.
Enquiries
Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker and sole Bookrunner
to the Company)
Rick Thompson
Richard Salmond +44 (0) 20 7894
David Porter 7000
SIMEC Atlantis Energy Limited Via FTI Consulting
Tim Cornelius, Chief Executive Officer
Andrew Dagley, Chief Financial Officer
PrimaryBid Limited
Robert Beenstock +44 20 3026 4750
FTI Consulting
(PR Adviser to the Company)
Ben Brewerton
Alex Beagley
James Styles +44 (0) 20 3727
Molly Stewart 1000
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the PrimaryBid Offer. The Company is therefore
making the PrimaryBid Offer available exclusively through
PrimaryBid.com.
As the maximum aggregate proceeds which can be raised pursuant
to the PrimaryBid Offer are not more than EUR5.45 million, the
Company is entitled to, and intends to, rely on an exemption
contained in the Prospectus Rules from the need for the 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 PrimaryBid Offer is not being made
into any Restricted Jurisdiction or any other jurisdiction where it
would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the PrimaryBid Offer which is open to existing
shareholders and other investors subscribing via PrimaryBid.com.
This allocation will be filled on a "first come first served"
basis.
Any investment request in excess of GBP50,000 will require the
Company's consent and may be subject to scale back.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com. The terms and conditions on which the
PrimaryBid Offer is made and on which any investor shall
participate in the PrimaryBid Offer, including the procedure for
application and payment for new Ordinary Shares, is available to
all persons who register with PrimaryBid.com.
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
pursuant to the PrimaryBid Offer 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.
The person responsible for arranging for the release of this
announcement on behalf of SIMEC Atlantis Energy is Tim Cornelius,
Chief Executive Officer of SIMEC Atlantis Energy Limited.
For the avoidance of any doubt, Cantor Fitzgerald are acting for
the Company solely in connection with the Placing and not the
PrimaryBid Offer. Accordingly, no responsibility or liability is or
will be accepted by Cantor Fitzgerald or any of its affiliates or
agents (or any of their respective directors, officers, employees
or advisers) for the contents of the information contained in this
Announcement or otherwise in connection with the PrimaryBid
Offer.
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUWUNRKWAOUAR
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