TIDMSXX
RNS Number : 9743Z
Sirius Minerals plc
23 May 2019
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, South Africa, Malaysia and New
Zealand.
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 Firm Placing and Placing and Open Offer has
been made solely on the basis of the information that is contained
in the Prospectus published by the Company on 1 May 2019 in
connection with the Firm Placing and Placing and Open Offer.
23 May 2019
Sirius Minerals Plc
Admission of New Ordinary Shares
Sirius Minerals Plc (the "Company" and, together with its
subsidiaries, the "Group") announced on 30 April 2019 the details
of a Firm Placing and Placing and Open Offer to raise gross
proceeds of approximately US$425 million (GBP327 million), in
connection with its Stage 2 Financing requirements. On 1 May 2019,
it announced the results of the Firm Placing and the Placing, and
on 21 May 2019, it announced the results of the Open Offer.
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's announcement
of 30 April 2019.
Further to the announcements previously made by the Company in
connection with the Firm Placing and Placing and Open Offer, the
Company confirms that 2,180,480,570 New Ordinary Shares were
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on London Stock Exchange
plc's main market for listed securities at 8.00 am today.
The Enlarged Share Capital of the Company following Admission
will be 6,977,537,829 Ordinary Shares in aggregate. This figure may
be used by Shareholders (and others with notification obligations)
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
For further information, please contact:
Sirius Minerals Plc
Investor Relations Jennifer Wyllie, Tristan Tel: +44 84 5524
Pottas 0247
Email: ir@siriusminerals.com
Sole Global Coordinator and Joint Bookrunner
J.P. Morgan Cazenove Jamie Riddell, Nicholas Tel: +44 20 7742
Hall, Aloke Gupte, 4000
James Deal
Sponsor and Joint Bookrunner
Liberum Capital Limited Clayton Bush, Richard Tel: +44 20 3100
Bootle, Edward Thomas 2222
Lead Manager
Shore Capital Jerry Keen, Toby Gibbs, Tel: +44 20 7468
Mark Percy 7964
Media Enquiries
Edelman Alex Simmons, Ed Tel: +44 7540
Brown 412 298
About Sirius Minerals Plc
Sirius Minerals Plc is focused on the development of the
Woodsmith Mine, located in North Yorkshire, United Kingdom and
which is expected to access the world's largest and highest grade
known polyhalite deposit. The Company's Polyhalite product, POLY4,
is a unique multi-nutrient fertilizer, which can be used to achieve
balanced fertilization around the world. Sirius Minerals' shares
are traded on the Premium List of the London Stock Exchange. Its
shares are also traded in the United States on the OTCQX through a
sponsored ADR facility. Further information on the Company can be
found at: www.siriusminerals.com.
Important notice
Forward-looking statements
This announcement contains 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 Lead Manager 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 of Australia, its territories and
possessions, Japan, South Africa, Malaysia, New Zealand
(collectively, the "Excluded Territories" and each an "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 US Securities Act of 1933, as amended (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.
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
Lead Manager 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 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 Lead Manager to inform themselves about, and to
observe, any such restrictions.
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 J.P.
Morgan Cazenove, Liberum or Shore Capital 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.
Liberum has been appointed as sponsor and joint bookrunner in
connection with the Firm Placing and Placing and Open Offer. J.P.
Morgan Cazenove has been appointed as sole global coordinator and
joint bookrunner in connection with the Firm Placing and Placing
and Open Offer (Liberum and J.P. Morgan Cazenove are together
herein referred to as the Joint Bookrunners). Shore Capital has
been appointed as Lead Manager in connection with the Firm Placing
and Placing and Open Offer. 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 and Shore Capital, 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
Firm Placing and Placing and Open Offer and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Firm Placing and Placing and Open Offer
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 Firm Placing and Placing
and Open Offer or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove, Liberum or Shore Capital by
the FSMA or the regulatory regime established thereunder, the
London Stock Exchange, the Listing Rules or the Prospectus 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 J.P. Morgan Cazenove, Liberum or
Shore Capital, nor any of their respective affiliates, directors,
officers, employees, advisers, representatives or agents accept 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
announcement should be relied upon as a promise of representation
in this respect, whether as to the past or the future. Each of J.P.
Morgan Cazenove, Liberum and Shore Capital, and their respective
affiliates, directors, officers, employees, advisers,
representatives or agents, 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.
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.
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 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
IOESELSWDFUSEFI
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May 23, 2019 03:21 ET (07:21 GMT)
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