TIDMARS
RNS Number : 4896Q
Asiamet Resources Limited
26 February 2021
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 (EXCEPT TO SOPHISTICATED INVESTORS AND PROFESSIONAL
INVESTORS, AS DEFINED BELOW), JAPAN, THE REPUBLIC OF IRELAND 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 WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS IMPORTED INTO THE
LAWS OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) AND CERTAIN OTHER ENACTING MEASURES
("UK 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.
Asiamet Resources Limited
("Asiamet" or the "Company")
Successful Placing of approximately GBP 10 Million
_____________________________________________________________________
26 February 2021 - Asiamet Resources Limited, (AIM: ARS) (the
"Company"), is pleased to announce that following the announcement
on 25 February 2021 ("Placing Announcement") regarding the launch
of a proposed placing by way of an Accelerated Bookbuild process
(the "Placing"), it has successfully placed 45,454,545 new common
shares of par value US$0.01 each in the Company (the "Placing
Shares") at a price of 2.20 pence per share (the "Placing Price")
raising gross proceeds of approximately GBP1.0 million
(approximately US$1.4 million).
The Placing was oversubscribed and supported by existing as well
as new shareholders. The Placing was conducted by way of an
Accelerated Bookbuild process. Optiva Securities Limited ("Optiva")
acted as sole bookrunner and broker. The Placing is in addition to
the conditional firm placing of 395,454,545 new common shares of
par value US$0.01 each in the Company to raise a gross amount of
approximately GBP8.7 million (approximately US$12.2 million) and
the conditional subscription of 16,529,658 new common shares of par
value US$0.01 each in the Company to raise a gross amount of
approximately GBP0.36 million (approximately US$0.5 million) which
are described in the Placing Announcement. In each case the Issue
Price is 2.2 pence per share (combined, the "Conditional
Placings").
The aggregate number of Placing Shares and Subscription Shares
to be issued pursuant to the Fundraising will, on Admission,
represent approximately 23.6% per cent. of the Enlarged Share
Capital. This has been corrected following a typo in the Placing
Announcement on 25 February 2021.
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 on
or about 5 March 2021 ("Admission"), and the Placing Agreement not
being terminated in accordance with its terms.
Note: for the purposes of this Announcement figures have been
calculated based on an exchange rate of US$1.40=GBP1.00.
Director's Participation
Tony Manini, a Director and Executive Chairman of the Company,
Dominic Heaton, a Non-Executive Director of the Company and Peter
Pollard, a Non-Executive Director of the Company, are participating
in the Placing and have agreed to subscribe for 5,620,567
Subscription Shares at the Placing Price.
On Admission, the shareholdings of the Directors will be as
follows:
Director Holding of Common Percentage of Enlarged
Shares Share Capital
Tony Manini 48,122,271 2.48%
------------------ -----------------------
Dominic Heaton 7,007,309 0.36%
------------------ -----------------------
Peter Pollard 2,981,131 0.15%
------------------ -----------------------
The Company notes that, whilst subscribing for 1,363,636 Placing
Shares at Placing Price, due to dilution from the Placing and the
Conditional Placings Asiamet Director Tony Manini will no longer be
a significant shareholder upon Admission.
Defined terms used in this Announcement will have the meaning
(unless the context otherwise requires) as set out in the Placing
Announcement released on 25 February 2021.
Total Voting Rights
Following Admission, the Company's issued share capital will
comprise 1,936,553,101 common shares. From Admission, the figure of
1,936,553,101 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 Guidance and Transparency Rules.
Enquiries:
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: tony.manini@asiametresources.com
Sole Bookrunner & Broker: Optiva Securities
Christian Dennis
Telephone: +44 20 3137 1903
Email: christian.dennis@optivasecurities.com
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Bhavesh Patel / Stephen Allen
Telephone: +44 (0)20 3440 6800
Email: Bhavesh.Patel@rfcambrian.com /
Stephen.Allen@rfcambrian.com
FlowComms Limited - Investor Relations
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: sasha@flowcomms.com
Blytheweigh - Financial PR
Tim Blythe/Megan Ray
Telephone: +44 (0)20 7138 3204
Email: Tim.Blythe@blytheweigh.com /
Megan.Ray@blytheweigh.com
IMPORTANT INFORMATION
The information co ntained 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
Australia (other than to "Sophisticated Investors" (as defined in
Section 708(8) of the Australian Corporations Act 2001) or
"Professional Investors" (as defined in Section 708(11) of the
Australian Corporations Act 2001)), Canada, Japan, the Republic of
Ireland 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, Australia
(other than to "Sophisticated Investors" (as defined in Section
708(8) of the Australian Corporations Act 2001) or "Professional
Investors" (as defined in Section 708(11) of the Australian
Corporations Act 2001)), Canada, Japan, the Republic of Ireland or
the Republic of South Africa or in any other jurisdiction in whic h
such publication or distribution is unlawful.
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 ("FCA"). It does not
constitute or form part of, and should not be construed as, an
offer to sell or issue, or a solicitation of any offer of or
invitation to buy or subscribe for, any securities, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with, or act as an
inducement to enter into, any contract or commitment whatsoever.
Any failure to comply with these restrictions may constitute a
violation of the applicable securities laws in such jurisdiction.
This Announcement does not constitute a recommendation regarding
any securities.
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 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 Optiva
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.
Optiva is authorised and regulated by the FCA. Optiva 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 or Optiva 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 and Optiva 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.
All times and dates in this Announcement may be subject to
amendment. Optiva shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Note: for the purposes of this Announcement figures have been
calculated based on an exchange rate of US$1.40=GBP1.00.
Solely for the purposes of the product governance requirements
contained within the following, each as imported into the laws of
England and Wales by virtue of the European Union (Withdrawal) Act
2018 (as amended) and certain other enacting measures: (a) EU
Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing 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
(a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
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 an offer of securities such as the Placing Shares.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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.
Notification of Transactions of Persons Discharging Managerial
Responsibility and Persons Closely Associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Tony Manini
---------------------------------- --------------------------------
2. Reason for the notification
--------------------------------------------------------------------
a. Position/status Executive Chairman and Director
---------------------------------- --------------------------------
b. Initial notification/Amendment Initial Notification
---------------------------------- --------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a. Name Asiamet Resources Limited
---------------------------------- --------------------------------
b. LEI 213800PWJMT1NG28TA88
---------------------------------- --------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------
a. Description of the Financial Common Shares of par value
instrument, type of instrument US$0.01 each
Identification code BM04521V1038
---------------------------------- --------------------------------
b. Nature of the transaction Purchase of ordinary shares
---------------------------------- --------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
2.2p/share 1,363,636
----------
---------------------------------- --------------------------------
d. Aggregated information
* Aggregated volume n/a single transaction
* Price
---------------------------------- --------------------------------
e. Date of the transaction 25 February 2021
---------------------------------- --------------------------------
f. Place of the transaction London Stock Exchange
---------------------------------- --------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Dominic Heaton
---------------------------------- ----------------------------
2. Reason for the notification
----------------------------------------------------------------
a. Position/status Non-Executive Director
---------------------------------- ----------------------------
b. Initial notification/Amendment Initial Notification
---------------------------------- ----------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a. Name Asiamet Resources Limited
---------------------------------- ----------------------------
b. LEI 213800PWJMT1NG28TA88
---------------------------------- ----------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------
a. Description of the Financial Common Shares of par value
instrument, type of instrument US$0.01 each
Identification code BM04521V1038
---------------------------------- ----------------------------
b. Nature of the transaction Purchase of ordinary shares
---------------------------------- ----------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
2.2p/share 4,029,658
----------
---------------------------------- ----------------------------
d. Aggregated information
* Aggregated volume n/a single transaction
* Price
---------------------------------- ----------------------------
e. Date of the transaction 25 February 2021
---------------------------------- ----------------------------
f. Place of the transaction London Stock Exchange
---------------------------------- ----------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Peter Pollard
---------------------------------- ----------------------------
2. Reason for the notification
----------------------------------------------------------------
a. Position/status Non-Executive Director
---------------------------------- ----------------------------
b. Initial notification/Amendment Initial Notification
---------------------------------- ----------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a. Name Asiamet Resources Limited
---------------------------------- ----------------------------
b. LEI 213800PWJMT1NG28TA88
---------------------------------- ----------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------
a. Description of the Financial Common Shares of par value
instrument, type of instrument US$0.01 each
Identification code BM04521V1038
---------------------------------- ----------------------------
b. Nature of the transaction Purchase of ordinary shares
---------------------------------- ----------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
2.2p/share 227,273
----------
---------------------------------- ----------------------------
d. Aggregated information
* Aggregated volume n/a single transaction
* Price
---------------------------------- ----------------------------
e. Date of the transaction 25 February 2021
---------------------------------- ----------------------------
f. Place of the transaction London Stock Exchange
---------------------------------- ----------------------------
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END
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