TIDMALS
RNS Number : 5860N
Altus Strategies PLC
10 August 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW.
This announcement is not an offer of securities for sale or
subscription in any jurisdiction, including in or into the United
States, Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction where to do so might constitute a violation
or breach of any applicable law. Investors should not purchase any
shares referred to in this announcement except on the basis of
information in the admission document (the "Admission Document")
issued by Altus Strategies Plc in connection with the proposed
admission of all of its ordinary shares to AIM, a market operated
by the London Stock Exchange plc ("Admission"). Copies of the
Admission Document are available at the offices of SP Angel
Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street,
London W1S 2PP free of charge for inspection during normal business
hours on any weekday (Saturdays, Sundays and public holidays
excepted) for at least one month after Admission and online at
www.altus-strategies.com, subject to applicable securities laws or
regulations.
Altus Strategies Plc / Index: AIM / EPIC: ASL / Sector: General
Mining
10 August 2017
Altus Strategies Plc
("Altus" or the "Company")
Admission to AIM and First Day of Dealings
Altus Strategies Plc (AIM: ALS), the Africa focused exploration
project generator, announces the admission to trading on the AIM
market of the London Stock Exchange plc ("AIM") of its entire
issued share capital ("Admission") and the commencement of dealings
in its Ordinary Shares at 08.00 (BST) today.
Admission details
-- The Company has raised GBP1.11 million before expenses
through the Placing and Subscription ("Placing and Subscription")
of 11,100,000 new Ordinary Shares of 1p each ("Ordinary Shares")
with existing and new institutional and sophisticated investors, at
a price of 10 pence per Ordinary Share.
-- The total number of Ordinary Shares on Admission is
107,680,814 giving the Company a Market Capitalisation of
GBP10.8million.
-- The Company intends to use the net proceeds from the Placing
and Subscription to fund further exploration across the Company's
portfolio of projects in Cameroon, Ethiopia, Morocco and Liberia,
for establishing new exploration opportunities and for working
capital purposes.
-- SP Angel Corporate Finance LLP ("SP Angel") is acting as the
Company's Nominated Adviser and is Joint Broker with Beaufort
Securities Ltd ("Beaufort").
-- The Company's trading symbol is ALS and its ISIN code is GB00BYT26M80.
Steven Poulton, Chief Executive of Altus, commented:
"Altus operates a fresh, disruptive and entrepreneurial 'project
generator' business model in the mining sector. Our listing on AIM
marks an important milestone for the Company as we accelerate our
growth through the discovery, acquisition and development of
further projects in Africa. We are delighted to welcome our new
shareholders to the register.
"With a mantra of 'explore, discover, repeat' Altus aims to
provide its shareholders with the opportunity to participate in a
single venture that has the upside optionality and diversification
of several ventures, while benefiting from the efficiency of one
experienced and aligned management team. We do this by conducting
multiple exploration programmes simultaneously, prior to entering
joint ventures on our discoveries with industry partners. These
partners then fund the more costly and higher risk phases of
exploration to earn a majority interest in each project. We may
also receive income and equity payments from our partners. This
means that unlike traditional juniors, Altus can be dispassionate
about individual project outcomes and instead focus on creating
long-term shareholder value by growing its portfolio of
discoveries, while minimising equity dilution.
"Since the cyclical downturn that started in 2011, Altus has
established a portfolio of 12 projects, diversified across seven
commodities in four countries with two joint venture partners. We
look forward to a busy period ahead with the proceeds from the
Placing and Subscription being applied towards our active
exploration programmes and to growing our portfolio with further
discoveries in new jurisdictions in Africa."
**S**
Defined terms used in this announcement have, unless the context
requires otherwise, the same meaning as set out in the Company's
Admission Document dated 3 August 2017, which along with the
information required by AIM Rule 26 is available at the Company's
website: www.altus-strategies.com
For further information please visit the Company's website or
contact:
Altus Strategies Plc Tel: +44 (0) 1235 511
Steven Poulton, Chief 767
Executive E: info@altus-strategies.com
Matthew Grainger, Executive
Director
Greg Owen, VP Corporate
Development
SP Angel (Nominated Adviser) Tel: +44 (0) 20 3470
Ewan Leggat / Richard 0470
Morrison / Soltan Tagiev
SP Angel (Joint Broker) Tel: +44 (0) 20 3470
Elizabeth Johnson / Richard 0471
Parlons
Beaufort Securities (Joint Tel: +44 (0) 20 7382
Broker) 8300
Jon Bellis
Blytheweigh (Financial Tel: +44 (0) 20 7138
PR) 3204
Tim Blythe / Camilla Horsfall
/ Nick Elwes
Notes to Editors:
Background to the Company
Altus operates a disruptive model that embraces the cyclical
nature of the mining sector. The Company's objective is to discover
and develop multiple assets in order to reduce risks and enhance
returns. This is being achieved through the discovery, acquisition,
development and monetisation of a diversified portfolio of mineral
deposits in Africa. The Company then seeks third party joint
venture partners to fund what it considers to be the highest risk
phases of exploration, which include drilling and resource
definition, in return for an equity interest in the individual
projects. This approach is designed to provide the upside
optionality of multiple juniors with the efficiency of a single
management team who have a proven track record. By financing and
diluting at project level through joint ventures, the Company also
aims to reduce its reliance on the capital markets for funding.
This model is also designed to more closely align the interests of
the Company's management with those of its shareholders.
Diversification is the key feature to the Company's business
model, meaning it is not dependent on any one asset or project, nor
is it overly exposed to any one jurisdiction or the price
volatility of any one commodity. The Company believes this model
reduces risks and allows its management to be commercially
disciplined when making strategic exploration decisions for
allocating shareholder capital. By operating with one fixed and
relatively streamlined overhead, the Company believes that
shareholders' money can be spent more efficiently on multiple
projects. This in turn allows more targets to be tested per
exploration dollar invested thereby increasing the likelihood of
exploration success. This also means the time and cost to make and
test discoveries can potentially be greatly reduced.
The Company's area of focus is Africa, where the Company's
management team possesses significant expertise and has
demonstrated that discoveries can be made rapidly and cost
effectively at surface. Going forward, the Company intends to
monetise its project interests at substantial premiums to the
capital invested. Thereafter when the market experiences a downturn
again, Altus will have an opportunity to accelerate its
'land-banking' strategies, in preparation for the next upswing.
Board and Senior Management
On Admission the Board comprises two executive and two
non-executive directors.
David Netherway, Non-Executive Chairman (aged 64)
David is a co-founder of the Company and a director of its
exploration subsidiaries. He is a mining engineer with over 40
years of experience in the mining industry. David was involved in
the construction and development of the New Liberty, Iduapriem,
Siguiri, Samira Hill and Kiniero gold mines in West Africa and has
mining experience in Africa, Australia, China, Canada, India and
the Former Soviet Union. David served as the Chief Executive
Officer of Shield Mining Ltd until its takeover by Gryphon Minerals
Ltd, prior to that he was the Chief Executive Officer of TSX-listed
Afcan Mining Corporation, a China focused gold mining company that
was sold to Eldorado Gold Corporation in 2005. He was also the
Chairman of AIM and TSX listed Aureus Mining Inc. and AIM and TSX-V
listed Afferro Mining Inc. which was acquired by IMIC plc in 2013.
David has held senior management positions in a number of mining
companies including Golden Shamrock Mines Ltd, Ashanti Goldfields
Company Ltd and Semafo Inc. He is a former director of Orezone
Resources Inc, GMA Resources plc, Kazakhgold Group Ltd, Crusader
Resources Ltd, Altus Resource Capital Ltd and Altus Global Gold
Ltd. Mr Netherway is currently the non-executive Chairman of TSX
listed Kilo Goldmines Ltd and ASX listed Canyon Resources Ltd,
which is Altus' partner in the Birsok and Mandoum Project. He is a
non-executive director of Avesoro Resources Inc.
Steven Poulton, Chief Executive (aged 41)
Steven is a co-founder of the Company and a director of its
exploration subsidiaries. He holds an Honours degree in Geology
from Southampton University and a Master's degree in Mining Geology
from the Camborne School of Mines. Steven joined Mano River in
1998, rising to Operations Manager and latterly director in 2007.
In 2002, he co-founded Ariana Resources plc which listed on AIM in
2005. In 2004, he founded and was interim Chairman of African Aura
Resources Ltd which listed on the TSX-V in 2008 and, through its
merger with Mano River Resources Inc. in 2009, created African Aura
Mining Inc, which in 2011 was divested into Afferro Mining Inc and
then acquired by IMIC plc in 2013 and gold producer Avesoro
Resources Inc (formerly Aureus Mining Inc). In 2008, Altus
co-founded Altus Resource Capital Ltd, a five year closed ended
investment fund which listed on the LSE in 2009 and to which Steven
was an Investment Manager. He is a director of Stellar Diamonds
plc, a director of Aegis Holdings Ltd and a co-founder of industry
networking groups The Oxford Mining Club and Resource IQ. He is a
Fellow of the Geological Society of London, a Fellow of the
Institute of Materials, Minerals and Mining and a member of the
Association of Mining Analysts.
Matthew Grainger, Executive Director (aged 44)
Matthew is a co-founder of the Company and a director of its
exploration subsidiaries. He holds an Honours degree in Earth
Science from Anglia Ruskin University and a Master's degree in
Mining Geology from the Camborne School of Mines. Matthew joined
Cambridge Mineral Resources plc in 1999 and in 2002 he co-founded
Ariana Resources plc which listed on AIM in 2005. In 2006, he
joined African Aura Resources Ltd as Chief Operating Officer which
listed on the TSX-V in 2008 and, through its merger with Mano River
Resources Inc in 2009, created African Aura Mining Inc, which in
2011 was divested into Afferro Mining Inc which was acquired by
IMIC plc in 2013 and gold producer Avesoro Resources Inc (formerly
Aureus Mining Inc). Matthew is also a director of Aegis Holdings
Ltd and a co-founder of industry networking groups The Oxford
Mining Club and Resource IQ.
Robert Milroy, Non-Executive Director (aged 71)
Robert Milroy is Chairman of Milroy Capital Ltd, a family
investment company that manages various private equity investments
in natural resources, engineering, renewable energy and commercial
real estate. He has over 40 years of operational experience either
as an owner or senior manager in the investment, mining and
petroleum industries. He was a founding and Managing Director of
the Corazon Capital Group; a Guernsey regulated investment
management and stock-broking company for 14 years until its
takeover by Canaccord Genuity in 2010. In addition he was the
Managing Director of Eagle Drilling Inc, a drilling firm that
specialised in hard rock core drilling in Central and Western
Africa. Currently he is a Non-Executive Director of the Energy
Venture Funds III, IV, V, Chairman of the Zeropex Group Ltd, a
water engineering firm and Genuity Energy Ltd, a United Kingdom
onshore oil and gas exploration firm. Previously he was a
Non-Executive Director of Altus Resource Capital Ltd and a
Non-Executive Director of Altus Global Gold Ltd. Robert is also a
noted speaker and financial author, having written the Standard
& Poor's Guide to Offshore Investment Funds. Robert graduated
with a Bachelor of Commerce (Honours) from the University of
Manitoba in 1971. He is a Member of the Association of Mining
Analysts, Chartered Institute for Securities & Investment,
Petroleum Exploration Society of Great Britain, Institute of
Directors and the British Private Equity & Venture Capital
Association.
Jeffrey Karoly, Chief Financial Officer and Company Secretary,
Non-board (aged 49)
Jeffrey has a degree in Geology from the University of Bristol
and is a Chartered Accountant with over 20 years' experience in the
mining industry. He started his career at Coopers & Lybrand and
between 1997 to 2007 was with Minorco (Anglo American) in a variety
of finance and corporate finance functions in the UK, Brazil, South
Africa and France. From 2008 to 2010, he was the Chief Financial
Officer of South American Ferro Metals, a private company that
acquired, explored and developed an iron ore property in Brazil and
which in 2010 listed on the ASX. From 2010 to 2016, he was the
Chief Financial officer and Company Secretary of AIM and TSX listed
Horizonte Minerals Plc, a nickel development company focused on
Brazil. He speaks French and Portuguese.
Placing and Subscription Details
- 11,100,000 new Ordinary Shares issued raising GBP1.11 million
before expenses at a Placing and Subscription price of 10p.
- Estimated market capitalisation at the Placing and Subscription price is GBP10.8 million.
- SP Angel and Beaufort acted on behalf of the Company as Joint Brokers.
Reasons for Admission and Use of Proceeds
- Admission will represent an important step in the Company's
development and will enhance its growth potential by the injection
of additional capital and the increased profile created by its
status as a publicly quoted company.
- Admission will also provide a regulated dealing facility in the Company's Ordinary Shares:
- to the benefit of all Shareholders;
- enabling the Company to incentivise its directors, management
and employees through a potential future share option scheme;
- increase the capacity for the Company to undertake corporate
level transactions with other listed and private mineral
exploration companies or licence holders; and
- provide Altus with greater flexibility of financing options,
including access to the capital markets, to support its growth
strategy.
- The net use of proceeds will be approximately as follows:
- Exploration activities on existing projects GBP0.42 million;
- New Projects GBP0.14 million; and
- Working Capital GBP0.21 million.
- In addition to the net proceeds, the Company has existing net
cash resource of approximately GBP0.20 million on Admission and
holds 8,000,000 shares in its ASX listed joint venture partner
Canyon Resources Ltd which have a market value of approximately
A$0.53 million / GBP0.32 million.
Current Projects
- Through its subsidiaries the Company has a portfolio of 12
active exploration projects diversified across seven commodities in
four countries and with two joint venture partners.
- The Company's current joint venture partners are ASX listed
Canyon Resources Ltd ("Canyon") on the Company's Birsok and Mandoum
bauxite project in Cameroon and Japan Oil, Gas and Metals National
Corporation ("JOGMEC") on the Company's Tigray-Afar and Negash
copper-silver project in Ethiopia.
- A list of the Company's current projects (each being a mineral
exploration licence) is outlined below:
Licence Commodity Country Subsidiary Holding JV Partner Size
(km(2)
)
------------- --------------- ---------- ------------------- -------- ----------- --------
Laboum Gold Cameroon Auramin Ltd 99.0% 189
------------- --------------- ---------- ------------------- -------- ----------- --------
Bella
Yella* Gold Liberia Auramin Ltd 99.0% 640
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Tamatert Gold Morocco Ltd 100% 68
------------- --------------- ---------- ------------------- -------- ----------- --------
Altau Resources
Tigray-Afar Copper-Silver Ethiopia Ltd 100% JOGMEC 322
------------- --------------- ---------- ------------------- -------- ----------- --------
Negash* Copper-Silver Ethiopia Aluvance Ltd 97.3% JOGMEC 135
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Agdz* Copper-Silver Morocco Ltd 100% 60
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Ouarzazate Copper Morocco Ltd 100% 39
------------- --------------- ---------- ------------------- -------- ----------- --------
Birsok* Bauxite Cameroon Aluvance Ltd 97.3% Canyon 484
------------- --------------- ---------- ------------------- -------- ----------- --------
Mandoum Bauxite Cameroon Aluvance Ltd 97.3% Canyon 117
------------- --------------- ---------- ------------------- -------- ----------- --------
Bikoula Iron ore Cameroon Aluvance Ltd 97.3% 200
------------- --------------- ---------- ------------------- -------- ----------- --------
Ndjele Iron ore Cameroon Aluvance Ltd 97.3% 200
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Ment Tin Morocco Ltd 100% 40
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Oulmes Tungsten Morocco Ltd 100% 16
------------- --------------- ---------- ------------------- -------- ----------- --------
Aterian Resources
Takzim Zinc Morocco Ltd 100% 63
------------- --------------- ---------- ------------------- -------- ----------- --------
*An application for the renewal of these exploration licences
has been made, Altus continues to operate and maintain the licences
whilst the grant is pending. Full details of the project licence
expiry dates is provided in the Admission Document.
Current Trading and Prospects
- In the last 12 months Altus has undertaken exploration
activities in Cameroon, Ethiopia, Morocco and Liberia.
- At the Agamat Prospect of the Tigray-Afar Licences, Ethiopia,
a 1,306 metre diamond drilling programme has been completed. Field
teams have now moved on to prospecting and mapping the Asagara
Prospect on the same licence. In Morocco, an exploration programme
at the Agdz Project has been undertaken to further evaluate its
copper-silver potential. Prior to this a large scale reconnaissance
programme was completed to evaluate regional targets elsewhere in
Morocco.
- In Cameroon at the Laboum gold project, the Company's field
teams are undertaking a substantial infill soil sampling and ground
magnetics geophysics programme. To date field teams have collected
over 3,700 soil samples (of a 4,226 sample programme) and surveyed
678 line kilometre (of a 1,000 line kilometre geophysical
programme).
- In Ivory Coast a local company has been incorporated and gold
exploration licence applications have been submitted.
Lock-Ins and Orderly Market Arrangements
Each of the Directors and certain employees, who collectively
hold Ordinary Shares representing in aggregate 42.6 per cent. of
the Share Capital on Admission, has undertaken to the Company and
SP Angel that, other than in certain limited circumstances, they
will not dispose of any interest they hold in Ordinary Shares for a
period of 12 months following Admission and that for a further
period of 12 months following the expiry of the initial 12 month
period, they shall only dispose of an interest in Ordinary Shares
provided such disposal is effected only through SP Angel for the
time being of the Company and in such manner that SP Angel may
reasonably require with a view to the maintenance of an orderly
market in the Ordinary Shares. Each Director and Applicable
Employee has similarly undertaken to use all reasonable endeavours
to ensure that associated parties of the Directors and Applicable
Employees (including controlled companies and family members) also
comply with these restrictions.
Exploration Capital Partners 2012 Limited Partnership
("Sprott"), which holds 17,458,000 Ordinary Shares representing
16.2 per cent. of the Enlarged Share Capital has undertaken to the
Company and SP Angel that, other than in certain limited
circumstances, it shall not dispose of 14,958,000 Ordinary Shares
representing 13.9 per cent. of the Enlarged Share Capital save that
Sprott will be released from its undertaking in respect of
3,739,500 Ordinary Shares, after the first quarter following
Admission and thereafter shall be released from its undertaking in
respect of the same number of Ordinary Shares following each
subsequent quarter until 12 months following Admission.
Certain other Shareholders, who collectively hold Ordinary
Shares representing in aggregate 24.2 per cent. of the Enlarged
Share Capital, have undertaken to the Company and SP Angel that,
other than in certain limited circumstances, they shall not dispose
of an interest in Ordinary Shares for a period of 6 months
following Admission, and for the following 6 month period they
shall only dispose of an interest in Ordinary Shares provided such
disposal is effected only through SP Angel for the time being of
the Company and in such manner that SP Angel may reasonably require
with a view to the maintenance of an orderly market in the Ordinary
Shares.
Certain other Shareholders, who collectively hold Ordinary
Shares representing in aggregate 8.6 per cent. of the Enlarged
Share Capital, have undertaken to the Company and SP Angel that,
other than in certain limited circumstances for a period of either
9 or 12 months following Admission they shall only dispose of an
interest in Ordinary Shares provided such disposal is effected only
through SP Angel for the time being of the Company and in such
manner that SP Angel may reasonably require with a view to the
maintenance of an orderly market in the Ordinary Shares.
Applicability of the City Code and the Concert Party
The City Code is issued and administered by the Panel on
Takeovers and Mergers (the "Panel"). The Panel has been designated
as the supervisory authority to carry out certain regulatory
functions in relation to takeovers pursuant to the Directive on
Takeover Bids (2004/25/EC) (the "Directive"). Following the
implementation of the Directive by the Takeovers Directive (Interim
Implementation) Regulations 2006, the rules set out in the City
Code which are derived from the Directive now have a statutory
basis.
The Company is a public company incorporated in England and
Wales and will be admitted to trading on AIM. Accordingly, the City
Code will apply to the Company from Admission.
Under Rule 9 of the City Code, where any person acquires,
whether by a series of transactions over a period of time or not,
an interest in shares which (taken together with shares in which
persons acting in concert with him are interested) carry 30 per
cent. or more of the voting rights of a company which is subject to
the City Code, that person is normally required by the Panel to
make a general offer to all the remaining shareholders of that
company to acquire their shares.
Similarly, when any person, together with persons acting concert
with him, is interested in shares which in aggregate carry not less
than 30 per cent. of the voting rights of a company but does not
hold shares carrying more than 50 per cent. of such voting rights
and such person, or any person acting in concert with him, acquires
an interest in any other shares which increases the percentage of
shares carrying voting rights in which he is interested, a general
offer will normally be required in accordance with Rule 9.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer. Under the City Code a concert party arises when persons
acting together pursuant to an agreement or understanding (whether
formal or informal) actively cooperate to obtain or consolidate
control of, or frustrate the successful outcome of an offer for, a
company subject to the City Code. Control means an interest or
interests in shares carrying an aggregate of 30 per cent. or more
of the voting rights of the Company, irrespective of whether the
holding or holdings give de facto control.
The Panel considers the Company's pre-Admission shareholders,
being those persons representing the beneficial interests of David
Netherway, Steven Poulton, Susannah Poulton, Matthew Grainger, Anna
Grainger, Diane Rissik, Robert Milroy, Malcolm Burne and Guy Pas
are considered to be acting in concert (the "Concert Party"), and
will be interested in Ordinary Shares representing in aggregate
47.92 per cent. of the Enlarged Share Capital. Further details on
the Concert Party are set out below. The Concert Party will be
interested in 47.92 per cent., in aggregate, of the total voting
rights of the Company with effect from Admission.
Shareholders should note the Concert Party, in aggregate, will
have a maximum potential interest in more than 30 per cent. but
less than 50 per cent. of the voting rights of the Company upon
Admission. Each of the members of the Concert Party will therefore
be prevented from acquiring any Ordinary Shares without incurring
an obligation under Rule 9 to make a general offer.
Relationship Agreement
On 3 August 2017 the Company and SP Angel entered into a
relationship agreement with Steven Poulton, as the Company's
majority shareholder for the purposes of regulating the
relationship between the Company and Steven Poulton. Accordingly
Steven Poulton undertakes that he shall exercise his voting rights
in such a way to ensure that the Company is capable of carrying out
its business independently of him, will act in good faith and will
not abuse his power over the Company.
About Altus Strategies Plc
Altus is an Africa focused project generator in the natural
resource sector, with a strong, proven and entrepreneurial team
passionate about mineral exploration. Through our subsidiaries we
efficiently discover new projects and attract third party capital
to fund their growth, development and ultimately exit optionality.
This strategy enables Altus to remain focused on the acquisition of
new opportunities to be fed into the project generation cycle and
minimises shareholder dilution. Our model creates a growing
portfolio of well managed and high growth potential projects which
are diversified by commodity and by country. This all means our
shareholders are positioned at the vanguard of value creation, but
with significantly reduced geological and management risks
traditionally associated with investments in the mineral
exploration sector.
Important Notice
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. Any
purchase of Shares on Admission should be made solely on the basis
of the information contained in the Admission Document. No reliance
may or should be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement is
subject to change.
This announcement is not an offer for securities and investors
should not purchase or subscribe for any securities referred to in
this announcement except on the basis of information in the
Admission Document issued by the Company in connection with
Admission.
This announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States (including its territories and possessions, any State of the
United States and the District of Columbia) (collectively, the
"United States"), Australia, Canada, the Republic of Africa, Japan
or any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States, Australia, Canada, the Republic of
South Africa or Japan or in any jurisdiction to whom or in which
such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold,
transferred or delivered directly or indirectly, in the United
States unless registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or offered in a transaction
exempt from, or not subject to, the registration requirements of
the US Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. The securities referred to herein have not been and will
not be registered under the US Securities Act or under the
applicable securities laws of Australia, Canada, the Republic of
South Africa or Japan. There will be no public offer of the Shares
in the United States, Australia, Canada, the Republic of South
Africa, New Zealand or Japan. Subject to certain exceptions, the
Shares referred to herein may not be offered or sold in Australia,
Canada, the Republic of South Africa or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, the Republic of South Africa or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) are
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order and (iii) to persons to
whom it may otherwise be lawful to communicate it to (all such
persons being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to relevant persons in the United Kingdom and Qualified
Investors in any member state of the EEA other than the United
Kingdom and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all or part of
the amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning Admission or the shares of the Company.
The value of shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Potential investors should consult a
professional adviser as to the suitability of the shares for the
person concerned. Past performance cannot be relied upon as a guide
to future performance.
SP Angel, which is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom, is acting
exclusively for the Company and no-one else in connection with
Admission. They will not regard any other person as their
respective clients in relation to Admission and will not be
responsible to anyone other than the Company for providing the
regulatory protections afforded to their respective clients, nor
for providing advice in relation to the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
No representation or warranty, express or implied, is made by SP
Angel, nor any of its directors, officers, employees, advisers or
agents, as to any of the contents of this announcement, including
its accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
Certain figures contained in this announcement, including
financial information, may have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. These
forward looking statements are not based on historical facts but
rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the
amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. In particular,
there is no guarantee that the Company will be able to complete the
Transaction. Such forward looking statements re ect the Directors'
current beliefs and assumptions and are based on information
currently available to the Directors.
A number of factors could cause actual results to differ
materially from the results discussed in the forward looking
statements including risks associated with vulnerability to general
economic and business conditions, competition, environmental and
other regulatory changes, actions by governmental authorities, the
availability of capital markets, reliance on key personnel,
uninsured and underinsured losses and other factors, many of which
are beyond the control of the Company. Although any forward looking
statements contained in this announcement are based upon what the
Directors believe to be reasonable assumptions, the Company cannot
assure investors that actual results will be consistent with such
forward looking statements. Accordingly, readers are cautioned not
to place undue reliance on forward looking statements. Subject to
any continuing obligations under applicable law or any relevant AIM
Rule requirements, in providing this information the Company does
not undertake any obligation to publicly update or revise any of
the forward looking statements or to advise of any change in
events, conditions or circumstances on which any such statement is
based.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKCDDOBKDAFK
(END) Dow Jones Newswires
August 10, 2017 02:00 ET (06:00 GMT)
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