TIDMYCA
RNS Number : 4050Q
Yellow Cake PLC
27 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES, CANADA, AUSTRALIA, HONG KONG, SINGAPORE, THE CAYMAN
ISLANDS, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 October 2021
Yellow Cake plc ("Yellow Cake" or the "Company")
Results of Placing
Yellow Cake plc (AIM: YCA), 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 that 30,000,000 new Ordinary Shares (the
"Placing Shares") have been placed with existing and new
institutional investors at a price of GBP3.64 per share (the
"Placing Price") via an accelerated bookbuild (the "Placing").
The Fundraise was conducted utilising the Company's existing
share authorities.
The Placing comprises 30,000,000 new Ordinary Shares, which will
raise gross proceeds of approximately GBP109 million (approximately
US$150 million). The Placing Shares being issued represents
approximately 19.5% of the existing issued ordinary share capital
(excluding treasury shares) of the Company prior to the
Placing.
Andre Liebenberg, Chief Executive Office of Yellow Cake,
commented:
"I would like to thank our shareholders, both existing and new,
for their overwhelming support for this new raise. Once again, we
received considerable demand and the success of the raise
highlights the growing momentum behind investor interest in
uranium. It also serves to demonstrate the key characteristics that
make this a compelling time to accelerate our strategy to buy and
hold uranium, driven by a combination of supply demand
characteristics and the growing appreciation of the role of nuclear
in our clean energy future. The successful close of this
transaction enables us to acquire a further approximately 3 million
pounds of uranium, bringing our total holdings to nearly 19 million
pounds, which will have more than doubled during the course of
2021. We continue to believe our investment case is strong."
Placing:
Application has been made for the Placing Shares to be admitted
to trading on the AIM market of the London Stock Exchange plc
("AIM") ("Admission"). It is expected that Admission will become
effective at commencement of trading on 29 October 2021 and
settlement is expected to take place on the same date on a T+2
basis.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
Following Admission of all of the Placing Shares: (a) the total
number of shares of the Company in issue will be 187,740,730 of
which 4,069,498 are held in treasury; and (b) the total number of
voting shares in the Company will be 183,671,232.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Announcement
released by the Company at 6:14 p.m. on 26 October 2021.
Cantor Fitzgerald Canada Corporation ("Cantor"), Canaccord
Genuity Limited ("Canaccord") and Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg"), acted as Joint Bookrunners
(Cantor, Canaccord and Berenberg, together being the "Joint
Bookrunners"). Bacchus Capital Advisers acted as Financial
Adviser.
ENQUIRIES:
Yellow Cake plc
Andre Liebenberg, CEO Carole Whittall, CFO
Tel: +44 (0) 153 488 5200
Joint Bookrunner: Cantor
Graham Moylan James Mazur
Tel: +001 416 350 3671
Joint Bookrunner and NOMAD: Canaccord
Genuity
Henry Fitzgerald-O'Connor James Asensio
Tel: + 44 (0) 207 523 8000
Joint Bookrunner: Berenberg
Matthew Armitt Varun Talwar
Tel.: +44 (0) 203 207 7800
Financial Adviser: Bacchus Capital
Advisers
Peter Bacchus Shea O'Callaghan
Tel: +44 (0) 203 848 1640
Media & Investors: Powerscourt
Peter Ogden
Tel: +44 (0) 779 3 85 8211
Yellow Cake plc's registered office is located at: 3rd Floor,
Liberation House, Castle Street, St Helier, Jersey, Channel Islands
JE1 2LH.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/20 14. By the publication
of this Announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
The person responsible for arranging for the release of this
Announcement on behalf of the Company is Andre Liebenberg.
IMPORTANT NOTICE
This Announcement (the "Announcement") and the information in it
is restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within the
United States of America its territories and possessions, any state
of the united states or the District of Columbia (collectively, the
"United States"), Australia, Canada, Hong Kong, Singapore, The
Cayman Islands, South Africa or Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (each a "Restricted Territory").
This announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire for placing shares
in any Restricted Territory. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Subject to certain exemptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national
resident or citizen of any Restricted Territory. This Announcement
has not been approved by the London Stock Exchange, nor is it
intended that it will be so approved.
In particular the securities referred to herein have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in the
United States absent registration under the Securities Act, except
pursuant to an 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. The securities referred to
herein are being offered and sold only: (i) to non-U.S. persons
outside the United States in "offshore transactions" pursuant to
Regulation S of the US Securities Act and (ii) inside the United
States to "qualified institutional buyers" as defined in Rule 144A
under the Securities Act who have duly executed a US investor
letter in the form provided to it and delivered the same to the
Company, Joint Bookrunners or their affiliates.
The offer and sale of the Placing Shares referred to herein has
not been and will not be registered under the applicable securities
laws of any Restricted Territory.
No public offering of the shares referred to in this
Announcement is being made in the United States, the United
Kingdom, any Restricted Territory or elsewhere.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to
herein or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
The Company has not been, and will not be, registered under the
U.S. Investment Company Act of 1940 and investors will not be
entitled to the benefits of that Act. All offers of Placing Shares
will be made pursuant to an exemption under the Prospectus
Directive Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") 2003/71/EC, as it forms part of retained EU law as
defined in the EU (Withdrawal) Act 2018 (the "Withdrawal Act"),
from the requirement to produce amended from time to time,
including by Directive 2010/73/EC to the extent implemented in the
relevant member state and includes any relevant implementing
directive measure in any member state (the "Prospectus Directive")
from the requirement to produce a prospectus. This Announcement is
being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 ("FSMA") does not apply. Members of the public are
not eligible to take part in the Placing.
This Announcement and the information contained herein are for
information purposes only and are directed only at: (a) persons in
Member States of the EEA who are qualified investors within the
meaning of article 2(e) of the Prospectus Regulation ("Qualified
Investors"); (b) in the United Kingdom, persons who are (i)
"Investment Professionals" specified in article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order 2005
(the "Order") and/or (ii) fall within article 49(2)(a) to (d) of
the Order (and only where the conditions contained in those
articles have been, or will at the relevant time be, satisfied),
and (ii) are "Qualified Investors" within the meaning of article 2
of the Prospectus Regulation as it forms part of retained EU law as
defined in the Withdrawal Act (all such persons together being
referred to as "Relevant Persons"); (c) are residents of Canada or
otherwise subject to the securities laws of Canada which are
"permitted clients" as defined in National Instrument 31 - 103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations; (d) in Australia, are sophisticated investors or
professional investors as those terms are defined in sub- sections
708(8) and 708(11) of the Corporations Act; (e) in Hong Kong, are
professional investors as defined in the Securities and Futures
Ordinance (Cap 571) of Hong Kong and any rules made under that
Ordinance; or (f) in Singapore, are institutional investors as such
term is defined in section 4A of the Securities and Futures Act
(Chapter 289) of Singapore, (all such persons together being
referred to as "Relevant Persons"). This Announcement does not
itself constitute an offer for sale or to acquire any securities in
the Company. This Announcement must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment
activity to which this Announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.
Each Placee should consult with its own advisers as to legal, tax,
business and related aspects of an investment in Placing
Shares.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to
professional clients and eligible counterparties (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment for the Placing
Shares, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offering of the Placing Shares.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the UK Product Governance Requirements; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, the Joint Bookrunners, the
Company's nominated adviser, or any of their respective affiliates
(within the meaning of Rule 405 under the Securities Act)
("Affiliates") or any of such persons' directors, partners,
officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained
in this Announcement and no liability whatsoever is accepted by the
Company, the Joint Bookrunners or any of such persons' Affiliates,
partners, directors, officers or employees or any other person for
any loss howsoever arising, directly or indirectly, from any use of
such information or opinions or otherwise arising in connection
therewith.
Canaccord is authorised and regulated by the Financial Conduct
Authority ("FCA"). Cantor is authorised and regulated by the
Financial Industry Regulatory Authority ("FINRA"). Berenberg is
authorised and regulated by the German Federal Financial
Supervisory Authority and in the United Kingdom is deemed
authorised under the Temporary Permissions Regime and subject to
limited regulation by the FCA. Each of the Joint Bookrunners is
acting exclusively for the Company and no one else in connection
with the Placing and they 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
Placing and/or any other matter referred to in this
Announcement.
This Announcement is being 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 (apart from the responsibilities or liabilities
that may be imposed by the FSMA or the regulatory regime
established thereunder) or by any of their respective affiliates or
agents or by any of their respective directors, partners, officers,
employees, advisers, representatives or shareholders (collectively,
"Representatives") for the contents of the information contained in
this Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Joint Bookrunners or any of their respective
affiliates or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefore is expressly disclaimed. Each of the Joint
Bookrunners and each of their respective affiliates accordingly
disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by the
Joint Bookrunners or any of their respective affiliates as to the
accuracy, fairness, verification, completeness or sufficiency of
the information contained in this Announcement and nothing in this
Announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future.
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 Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. Shares will not be
admitted on any stock exchanged other than AIM.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
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 action. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes are required by the Joint
Bookrunners and the Company to inform themselves about, and
observe, any such restrictions.
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 Announcement contains "forward-looking statements".
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.
This information is provided by RNS, the news service of the
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END
ROIFESSMWEFSEES
(END) Dow Jones Newswires
October 27, 2021 02:22 ET (06:22 GMT)
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