Successful Placing of £7.2 Million
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED WITH, THE FINANCIAL CONDUCT AUTHORITY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, AND MAY NOT BE USED IN CONNECTION WITH AN OFFER, TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL.THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
13 March 2018 - Asiamet Resources Limited, (AIM: ARS) ("Asiamet" or the "Company"), is pleased to announce that following the announcement earlier today regarding the launch of a proposed Placing (the "Placing"), it has successfully placed 65,402,224 new common shares of par value US$0.01 each in the Company (the "Placing Shares") at a price of 11 pence per share (the "Issue Price") raising gross proceeds of approximately £7.2 million(c.US$10 million).
The Placing was well supported by existing as well as new shareholders and was conducted by way of an Accelerated Book Build process. Liberum Capital Limited ("Liberum") acted as sole bookrunner on the Placing and joint broker, Optiva Securities ("Optiva") acted as joint broker and NRG Capital Partners ("NRG") acted as financial adviser. The Company has agreed to pay fees and expenses in connection with the Placing amounting to, in aggregate, approximately £420,000 (approximately US$587,000).
The Placing is conditional upon, inter alia, Admission of the Placing Shares to trading (which will be issued and settled in CREST to the extent possible) on AIM, which is expected to occur at 8.00 a.m. on 20 March 2018 ("Admission") (an application for Admission having been earlier submitted), and the Placing Agreement not being terminated in accordance with its terms. Following Admission, the Company's issued ordinary share capital will comprise 924,915,774 Ordinary Shares. From Admission, the figure of 924,915,774 may be used by Shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.
Antony Manini, a Director and Executive Chairman of the Company and Peter Bird, a Director and CEO of the Company are participating in the Placing and have agreed to subscribe for 3,181,818 and 227,273 Placing Shares respectively at the Placing Price.
On Admission, the shareholdings of Antony Manini and Peter Bird will be as follows:
|Director||Holding of common shares||Percentage of Enlarged Share Capital|
In addition, significant shareholders JP Morgan Asset Management (UK) Limited ("JPM") and Asipac Group Pty Ltd ("Asipac") are participating in the Placing and have agreed to subscribe for 6,553,636 and 909,090 Placing Shares respectively at the Issue Price.
On Admission, the shareholdings in the Company of JPM and Asipac will be 8.39% (77,563,754 common shares) and 4.63% (42,822,430 common shares) respectively. Namarong Investments Pty Ltd interest in the Company will decrease from 4.23% to 3.93% on an unchanged holding of 36,334,069 common shares.
Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in the Placing Announcement released earlier today.
Executive Chairman, Asiamet Resources Limited
Email: [email protected]
Director & CEO, Asiamet Resources Limited
Email: [email protected]
Liberum Capital Limited
Neil Elliot, Clayton Bush, Kane Collings
Telephone: +44 20 3100 2222
Email: [email protected]
Rita Adiani, Mick Oliver
Telephone: +44 20 3709 4504,4505
Email: [email protected], [email protected]
Optiva Securities Limited
Telephone: +44 20 3137 1903
Email: [email protected]
Telephone: +44 (0) 7891 677 441
Email: [email protected]
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Andrew Thomson / Stephen Allen
Telephone: +61 8 9480 2500
Email: [email protected] / [email protected]
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 Liberum Capital Limited, NRG or by any of their 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 Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
NRG, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Liberum Capital Limited or NRG that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Liberum Capital Limited and NRG to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
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.