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 an advertisement and 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 to be published by the Company in due course in connection with the Firm Placing and Placing and Open Offer.
This announcement contains inside information.
1 May 2019
Sirius Minerals Plc
Results of Firm Placing and Placing
Sirius Minerals Plc (the "Company" and, together with its subsidiaries, the "Group") announced on 30 April 2019 the details of a proposed Firm Placing and Placing and Open Offer. The Company has completed the Bookbuild and has raised gross proceeds of approximately US$425 million (£327 million) through the Firm Placing and Placing in connection with its Stage 2 Financing requirements.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of the launch of the Stage 2 Financing on 30 April 2019.
Pursuant to the Firm Placing, Firm Placees have agreed to subscribe for 1,962,432,513 Firm Placed Shares at an issue price of 15 pence per New Ordinary Share (the "Issue Price"), a discount of approximately 32 per cent. to the closing price on 29 April 2019 (being the last Business Day prior to launch of the transaction). The Firm Placed Shares represent approximately 28.1 per cent. of the Company's issued Ordinary Shares following Admission. In addition, pursuant to the Placing and Open Offer, the Joint Bookrunners and Lead Manager have placed 218,048,057 Open Offer Shares at the Issue Price with the Conditional Placees, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Open Offer Shares represent approximately 3.1 per cent. of the Company's issued Ordinary Shares following Admission.
Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date, on the following basis:
1 New Ordinary Share for every 22 Existing Ordinary Shares
Open Offer Shares will also be made available to Qualifying Shareholders under the Excess Application Facility. Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Further information will be set out in the prospectus expected to be published by the Company later today.
The Firm Placing and Placing and Open Offer are conditional on, among other things:
(i) the Resolutions being passed at the General Meeting (or, with the Joint Bookrunners' written consent, at any adjournment thereof);
(ii) Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and
(iii) the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.
The Placing and Open Offer Agreement is further conditional on, among other things, (i) the subscription agreement in connection with the New Convertible Bond Offering having been entered into by the Company and the other parties thereto, remaining in full force and effect at all times, and not having been terminated in accordance with its terms at any time prior to Admission; and (ii) no breach of the warranties given by the Company pursuant to the Placing and Open Offer Agreement.
A General Meeting is to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom at 11.00 a.m. on 21 May 2019 for the purpose of passing certain Resolutions in relation to the proposed Firm Placing and Placing and Open Offer and the New Convertible Bond Offering. Further details of the General Meeting will be contained in the Circular expected to be posted to Shareholders on or around 2 May 2019.
Application will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 23 May 2019.
New Ordinary Shares issued in uncertificated form are expected to be credited to CREST accounts at 8.00 a.m. on 23 May 2019 (unless the Company exercises its right to issue New Ordinary Shares in certificated form), and definitive share certificates for the New Ordinary Shares issued in certificated form are expected to be despatched by post, at the applicant's risk, within 5 Business Days of Admission.
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.
Chris Fraser, Managing Director and Chief Executive Officer, commented:
"I am pleased that we have had such a positive response to the launch of our Stage 2 financing solution which is key to unlocking the vast and long-term potential of our Project.
The order books were oversubscribed, providing scope for a modest increase in the funds raised, further strengthening our financial position as we turn our attention toward securing the next phase of our Stage 2 financing requirements.
I want to take this opportunity to thank the entire Sirius team and our partners who remain fully supportive and committed to the success of this Project."
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 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 Nick King, General Counsel and Company Secretary.
For further information, please contact:
Sirius Minerals Plc
Jennifer Wyllie, Tristan Pottas
Email: [email protected]
Tel: +44 84 5524 0247
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Sole Global Coordinator and Joint Bookrunner
J.P. Morgan Cazenove
Jamie Riddell, Nicholas Hall, Aloke Gupte, James Deal
Tel: +44 20 7742 4000
Sponsor and Joint Bookrunner
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Liberum Capital Limited
Clayton Bush, Richard Bootle, Edward Thomas
Tel: +44 20 3100 2222
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Jerry Keen, Toby Gibbs, Mark Percy
Tel: +44 20 7468 7964
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Alex Simmons, Ed Brown
Tel: +44 79 7017 4353
About Sirius Minerals Plc
Sirius Minerals Plc is focused on the development of the Woodsmith Mine, which will access the world's largest and highest grade polyhalite deposit located in North Yorkshire, United Kingdom. Polyhalite is a unique multi-nutrient fertilizer, which can be used to increase 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.
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 US Securities Act of 1933, as amended (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 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 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 proposed 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 proposed 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 proposed 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 [email protected] or visit www.rns.com.