TIDMYCA
RNS Number : 1507C
Yellow Cake PLC
16 June 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
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).
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon
publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR.
For immediate release
16 June 2021
YELLOW CAKE PLC
RETAIL OFFER VIA PRIMARYBID
Retail Offer
Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"),
founded and established by Bacchus Capital to be a specialist
company operating in the uranium sector with a view to holding
physical uranium for the long-term, is pleased to announce a retail
offer via PrimaryBid Limited ("PrimaryBid") of new ordinary shares
in the Company (the "Retail Shares") (the "Retail Offer").
As separately announced today, the Company has confirmed its
intention to conduct a non-pre-emptive placing (the "Placing") of
new ordinary shares in the capital of the Company (the "Placing
Shares") through an accelerated bookbuilding process (the
"Bookbuilding Process").
The Placing Shares will be placed at a fixed price of GBP2.50
per Placing Share (the "Placing Price").
The Retail Shares will be offered at the Placing Price.
The Company intends to offer up to 25 million new ordinary
shares in the Placing and the Retail Offer (together, the "Capital
Raise").
Andre Liebenberg, Chief Executive Office of Yellow Cake,
commented:
"There is growing recognition of the role nuclear energy will
play as the world looks to meet its 2050 zero emissions targets.
Yet while the demand outlook for uranium improves, supply
constraints remain. We continue to believe this supply demand
imbalance provides further opportunities for value accretive
opportunistic uranium purchases at an attractive price. Having
already exercised our 2021 purchase option with Kazatomprom in
full, this new placing will enable us to purchase more uranium from
both Kazatomprom which has already indicated it will make up to 2
million pounds available in addition to our supply agreement, but
also in the spot market. This will bring our total physical uranium
holdings to well over 15 million pounds, or over 10% total annual
uranium production. The outlook for uranium remains very positive
and the current price a compelling buying opportunity."
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost, time to completion
and use of management time, Yellow Cake values its retail investor
base and wants to give those shareholders an opportunity to
participate in the Placing, alongside other investors.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing, is in the best interest
of shareholders, as well as wider stakeholders in Yellow Cake.
The proceeds of the Retail Offer will be used for the same
purpose as the proceeds of the Placing, namely: (a) to fund
purchases of physical uranium ("U(3) O(8) ") - in particular, JSC
National Atomic Company Kazatomprom ("Kazatomprom") has indicated
that they will provide the Company with between 1 and 2 mmlb of
U(3) O(8) , at the Company's election, at a price of US$32.23/lb,
representing the average of the weekly UxC and TradeTech spot
prices as reported on 7 June and 11 June respectively. This
purchase will be above and beyond the Company's 2021 option under
its agreement with Kazatomprom (the "Framework Agreement"), which
has already been fully exercised earlier this year; (b) to
opportunistically fund additional spot market uranium purchases and
the Company has identified potential opportunities; and (c) to pay
certain costs associated with the Capital Raise and for working
capital and general corporate purposes.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by
applying exclusively through the PrimaryBid mobile app available on
the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The Retail Offer is now open to retail investors. The Retail
Offer is expected to close at 9.00 p.m. The Retail Offer may close
early if it is oversubscribed. There is a minimum subscription of
GBP250 per investor under the terms of the Retail Offer which is
open to existing shareholders and other investors subscribing via
PrimaryBid.
The Company reserves the right to scale back any order at its
discretion. The Company or PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Shares
has been made and accepted via PrimaryBid, that application is
irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Shares available for subscription at the Placing Price does
not (when taken together with shares subscribed by retail investors
in the past 12 months) exceed EUR8 million. Following the Company's
offer to retail investors in March 2021, the total value of the
Retail Shares available for subscription at the Placing Price
cannot exceed EUR4,039,404.20 (equivalent to approximately
GBP3,464,028.99 at the exchange rate of 1.1661 as at 11 June 2021).
Accordingly, the Company is not required to publish, and has not
published, a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of
FSMA.
The Retail Offer is not being made into any jurisdiction where
it would be unlawful to do so. In particular, the Retail Offer is
being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S ("Regulation S")
under the U.S Securities Act of 1933, as amended (the "Securities
Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the
offer through PrimaryBid or subscribe for Retail Shares.
The Retail Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Application will be made to the London Stock Exchange for
admission of the Retail Shares to trading on AIM ("Admission").
Settlement for the Retail Shares and Admission are expected to
take place on or before 8.00 a.m. on 21 June 2021. The Retail Offer
is conditional upon Admission becoming effective and on the Placing
Agreement entered into by the Company not being terminated in
accordance with its terms prior to Admission.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com. The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for New Ordinary Shares, is available to all persons who register
with PrimaryBid.com.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carry a number of risks. 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. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's ordinary shares if they are in any doubt.
Enquiries
Yellow Cake plc
Andre Liebenberg, CEO Carole Whittall, CFO
Tel: +44 (0) 153 488 5200
PrimaryBid Limited
James Deal Charles Spencer
enquiries@primarybid.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada or Japan or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction or to any persons in any of
those jurisdictions. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada or Japan or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan, South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the securities referred to herein is being made in any
such jurisdiction.
The Retail Shares referred to herein have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly in, into or within the United States absent registration
under the U.S. Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. The Retail Offer is not available to persons in
the United States.
All offers of Retail Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") in relevant member states of the European Economic
Area ("EEA") and under the Prospectus Regulation, as it forms part
of retained EU law as defined in the EU (Withdrawal) Act 2018 (the
"Withdrawal Act").
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The distribution of this Announcement and/or the offering of the
Retail Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, PrimaryBid and/or any of
their respective directors, officers, employees, affiliates and/or
agents that would, or which is intended to, permit an offering of
the Retail Shares in any jurisdiction or result in the possession
or distribution of this Announcement or any other offering or
publicity material relating to Retail Shares in any jurisdiction
where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
This Announcement may contain and the Company may make
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company. Any forward looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Statements contained in this Announcement
regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the
future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast. This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that
may be associated with an investment in the Retail Shares. Any
investment decisions to buy Retail Shares in the Retail Offer must
be made solely on the basis of publicly available information. The
Retail Shares will not be admitted to trading on any stock exchange
other than AIM.
Investing in the Retail Shares involves a substantial degree of
risk. In making an investment decision, investors must perform
their own investigation and analysis of the Company and the terms
of the Retail Offer, including the merits and risks involved.
Prospective purchasers should not construe anything in this
Announcement as legal, business or tax advice. Each prospective
purchaser should consult its own advisors as needed to make its
investment decision and to determine whether it is legally
permitted to purchase the Retail Shares under applicable legal
investment or similar laws or regulations.
Any indication in this Announcement of the price at which
ordinary 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 as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
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END
IOEGPUUWQUPGGAQ
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