TIDMSXX
RNS Number : 2788O
Sirius Minerals Plc
03 November 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH
THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a prospectus and not an offer of
securities for sale in any jurisdiction, including in the United
States, Australia, Canada, Japan and South Africa.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Any offer to acquire
shares pursuant to the proposed Firm Placing and Placing and Open
Offer will be made, and any investor should make his investment
decision, solely on the basis of the information that is contained
in the Prospectus published by the Company in connection with the
Firm Placing and Placing and Open Offer.
3 November 2016
Sirius Minerals Plc
Publication of Prospectus and Circular
Sirius Minerals Plc (the "Company") previously announced on 2
November 2016 the details of a proposed Firm Placing and Placing
and Open Offer. On 3 November 2016, the Company announced that it
had completed the Bookbuild and had raised gross proceeds of
approximately GBP370 million through the Firm Placing and Placing
in connection with its Stage 1 financing requirements to begin the
construction of its North Yorkshire polyhalite project.
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's announcement
of 2 November 2016.
Further to the announcements by the Company on 2 November 2016
and 3 November 2016, the Company announces that the UK Listing
Authority has approved a Prospectus in relation to the Firm Placing
and Placing and Open Offer. In addition, copies of a Circular in
connection with a General Meeting of the Company, to be held at
11:00 a.m. on 24 November 2016 at De Vere West One, 9-10 Portland
Pl, Marylebone, London W1B 1PR, United Kingdom, will be posted to
Shareholders (subject to certain restrictions) as soon as
practicable.
The Prospectus and the Circular will be made available in
electronic form on the Company's website at www.siriusminerals.com,
and will be available for inspection at the Company's registered
office at 3rd Floor, Greener House, 68 Haymarket, London SW1Y 4RF,
United Kingdom between the hours of 9.30 a.m. and 5.30 p.m. on any
Business Day. The Prospectus will also be submitted to the National
Storage Mechanism, where it will be available for inspection at
www.morningstar.co.uk/uk/nsm.
This announcement is released by Sirius Minerals Plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 "MAR", encompassing
information relating to the Firm Placing and Placing and Open Offer
and the Stage 1 Financing described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Tristan Pottas, Investor Relations
Manager.
For further information, please contact:
Sirius Minerals Plc
Investor Relations Tristan Pottas Tel: +44 845
Manager Email: ir@siriusminerals.com 524 0247
------------------------- ------------------------------- ---------------
Joint Bookrunner
J.P. Morgan Cazenove Ben Davies, Jamie Tel: +44 20
Riddell, Charlese 7742 4000
Pretzlik, James
Deal
Joint Bookrunner and
NOMAD Clayton Bush, Tel: +44 20
Liberum Capital Limited Neil Elliot, 3100 2222
Steve Tredget,
Jill Li
Co-Lead Managers
WH Ireland Adrian Hadden Tel: +44 20
7220 1666
Shore Capital Jerry Keen, Mark Tel: +44 20
Percy 7468 7964
------------------------- ------------------------------- ---------------
Media Enquiries Jos Simson, Mike Tel: +44 20
Tavistock Bartlett, 7920 3150
Emily Fenton
------------------------- ------------------------------- ---------------
About Sirius Minerals Plc
Sirius Minerals Plc is the fertilizer development company
focused on the development of its North Yorkshire polyhalite
project, the United Kingdom. It has the world's largest and highest
grade deposit of polyhalite, a multi-nutrient form of potash
containing potassium, sulphur, magnesium and calcium. Incorporated
in 2003, Sirius Minerals Plc's shares are traded on the London
Stock Exchange's AIM market. Further information on the Company can
be found at: www.siriusminerals.com.
Important notice
Forward-looking statements
This announcement contains forward-looking statements, including
but not limited to statements about the costs of, and the Company's
ability to successfully construct, commission and execute, the
Project. 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 and therefore
are based on current beliefs and expectations about future events.
Forward-looking statements are not guarantees of future performance
and the Group's actual operating results and financial condition,
and the development of the industry in which it operates may differ
materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the
Group's operating results, financial condition and liquidity, and
the development of the industry in which the Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Accordingly,
prospective investors should not rely on these forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. None of the
Company, the Directors, the Joint Bookrunners or the Co-Lead
Managers undertake any obligation nor do they intend to revise or
update any document unless required to do so by applicable law, the
Prospectus Rules, the Disclosure Requirements or the Transparency
Rules.
This announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States") or any Excluded Territory or any other
jurisdiction where to do so might constitute a violation of local
securities laws or regulations. The information in this
announcement may not be forwarded or distributed to any other
person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply
with this directive may result in a violation of the Securities Act
or the applicable laws of other jurisdictions.
This announcement is for information purposes only and does not
constitute an offer or invitation to sell or issue or the
solicitation of an offer to buy, acquire or subscribe for New
Ordinary Shares to or by anyone in any Excluded Territory or to any
person to whom it is unlawful to make such offer or invitation or
undertake such solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in any Excluded
Territory or to, or for the account or benefit of any national
resident or citizen of any Excluded Territory. This announcement
does not constitute an extension into the United States of the
offer mentioned in this announcement, nor does it constitute nor
form part of an offer to sell securities or the solicitation of an
offer to buy securities in the United States. The New Ordinary
Shares have not been and will not be registered under the
Securities Act or under any securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States. The New Ordinary Shares may not be offered, sold,
resold, taken up, transferred, delivered or distributed, directly
or indirectly, into or within the United States absent registration
under the Securities Act or an available exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the New Ordinary Shares in the United
States. The New Ordinary Shares may not be offered or sold to, or
for the account or benefit of, any ADR Holder. Subject to certain
exceptions, no action has been taken by the Company or by the Joint
Bookrunners that would permit an offer of the New Ordinary Shares
or possession or distribution of this announcement in the Excluded
Territories or any other jurisdiction where action for that purpose
is required, other than the United Kingdom. No public offering of
the shares referred to in this announcement is being made in any
Excluded Territory or elsewhere.
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 the
Joint Bookrunners or the Co-Lead Managers or by any of their
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.
J.P. Morgan Cazenove, which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the FCA, and the PRA, and Liberum, Shore Capital and
W.H. Ireland, each of which is authorised and regulated in the
United Kingdom by the FCA, are each acting exclusively for the
Company and no one else in connection with the proposed Firm
Placing and Placing and Open Offer and Admission, and will not
regard any other person (whether or not a recipient of this
document) as a client in relation to the proposed Firm Placing and
Placing and Open Offer or Admission, and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing advice, in
relation to the proposed Firm Placing and Placing and Open Offer or
Admission or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Joint Bookrunners and the Co-Lead Managers by
the Financial Service and Markets Act 2000, as amended, or the
regulatory regime established thereunder, or by the London Stock
Exchange or the AIM Rules, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Joint Bookrunners and Co-Lead Managers, nor any of their
respective affiliates, directors, officers, employees or advisers
accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement, including its accuracy or completeness, or
for any other statement made or purported to be made by it, or on
behalf of it, the Company, the Directors or any other person, in
connection with the Company, the New Ordinary Shares, the Firm
Placing and Placing and Open Offer or Admission, and nothing in
this document should be relied upon as a promise or representation
in this respect, whether or not to the past or future. Each of the
Joint Bookrunners and Co-Lead Managers and their respective
affiliates, directors, officers, employees and advisers accordingly
disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such
statement.
The distribution of this announcement and the offering of the
New Ordinary Shares in certain jurisdictions other than the United
Kingdom may be restricted by law. Subject to certain exceptions, no
action has been taken by the Company, the Joint Bookrunners or the
Co-Lead Managers that would permit an offering of the New Ordinary
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such shares or the
Application Form in the Excluded Territories or in any other
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, the Joint Bookrunners and the Co-Lead Managers to inform
themselves about, and to observe, any such restrictions.
Statements contained in this announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future.
No statement in this announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of 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 shares.
The New Ordinary Shares to be issued pursuant to the Firm
Placing and Placing and Open Offer will not be admitted to trading
on any stock exchange other than on AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on 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
PDIKMMGMFFDGVZM
(END) Dow Jones Newswires
November 03, 2016 09:56 ET (13:56 GMT)
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