TIDMBZM
RNS Number : 4163U
Bellzone Mining PLC
12 July 2018
NOT FOR ISSUE, RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN.
12 July 2018
Bellzone Mining plc
Bellzone announces Placing to raise approximately GBP0.95
million (net)
Bellzone Mining plc ("Bellzone" or the "Company") (AIM: BZM) is
pleased to announce a successful non-pre-emptive placing to raise
GBP1.0 million (approximately GBP0.95m net) (the "Placing") through
the issue of 167,666,667 new ordinary shares of no par value at a
price of 0.6 pence per share (the "Placing Shares"). This will
represent 9.5% of the enlarged issued share capital of the
Company.
SVS Securities Plc ("SVS") acted as broker pursuant to a placing
agent agreement whereby SVS agreed to procure (as agent for the
Company) placees for the Placing Shares or subscribe itself for the
Placing Shares.
The proceeds of the Placing will be applied to the remaining
working capital requirements for FY2018, including completion of
the feasibility study on the Ferronickel project in line with the
Company's obligations under the Addendum to the Mining Convention
which was recently ratified by the National Assembly on 5 July
2018.
The Placing
Bellzone was on 28 July 2017 granted authority by its
shareholders, pursuant to article 2.3 of its articles of
association, to issue up to 440,957,000 new Ordinary Shares. The
Placing Shares, representing 38% of this general mandate, will be
issued in the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix. The price per ordinary share at which the Placing
Shares are to be placed (the "Placing Price") will be 0.6 pence per
share, representing a discount of approximately 33% to the closing
mid-price of the Company's shares of 0.9p on 11 July 2018, being
the last day of trading prior to the announcement of the
Placing.
As a result of the Placing, the total issued share capital of
the Company will be 1,764,525,050 Ordinary Shares of no par value,
of which 24,088,170 Ordinary Shares are held by the Company as
treasury shares. As at the expected settlement date of 26 July
2018, the total voting rights in the Company will be 1,740,436,880
and this figure may be used by shareholders as the denominator for
the calculations by which they determine if they are required to
notify their interest in, or a change in their interest in, the
Company under the Disclosure and Transparency Rules of the UK
Financial Conduct Authority. Bellzone's major shareholder Hudson
Global Limited ("Hudson") will have its voting rights diluted from
57.8% to 52.3%.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The existing Ordinary Shares are admitted to trading on the AIM
Market ("AIM") of London Stock Exchange plc ("LSE"). Application
will be made to the LSE on or around 20 July 2018 for the Placing
Shares to admitted to trading on AIM on or around 26 July 2018.
The Appendix to this announcement (which forms a part of this
announcement) sets out further information and the terms and
conditions of the Placing.
Mr. Michael Farrow, Chairman of Bellzone, said:
"The Board is gratified by SVS Securities' firm commitment. The
ratification of the Mining Convention is a very important and
expected procedural step towards clarifying the Company's
operational obligations in the medium term and we look forward to
the Presidential Decree which crystallises the effective date of
the timetable in the Addendum to the Kalia Mining Convention.
More than 90% of the ferronickel feasibility study bulk sample
has already been extracted and packaged for transport, despite
delays caused by the rainy season and procurement of suitable
transport packaging and it is expected the full bulk sample will be
ready to be shipped to Mintek in South Africa within July, subject
only to the availability of ship capacity which has already been
provisionally confirmed with freight forwarding agents in
Guinea.
As previously disclosed, the Company remains in discussion with
several parties with respect to their interest in monetising some
or a significant proportion of the Company's assets.
Finally, the unstinting support of our major shareholder,
Hudson, has been essential in ensuring that Bellzone continues to
be able to expand its financing options and we look forward to
unlocking value for all shareholders as soon as possible."
Enquiries:
Bellzone Mining plc
Simon Edwards +44 (0) 7767 492 712
simon.edwards@bellzone.com
SVS Securities plc
Joint Broker
Tom Curran / Ben Tadd / Nick
Aitchison +44 (0) 20 3700 0100
WH Ireland Limited
Nominated Advisor & Joint Broker
James Joyce / Jessica Cave +44 (0) 20 7220 1666
GENERAL
This announcement has been issued by Bellzone and is the sole
responsibility of Bellzone.
THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF
AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF
AMERICA.
SVS is regulated in the United Kingdom by the Financial Conduct
Authority. SVS is acting exclusively for the Company in connection
with the Placing and is not acting for any other person and will
not be responsible to any person other than the Company for
providing the protections afforded to their customers or for
providing advice on the transactions or arrangements referred to in
this announcement.
This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any
securities or investment advice in any jurisdiction.
In particular, this announcement does not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe
for securities in any jurisdiction including, without limitation,
the United Kingdom, the United States, Canada, Australia, Hong Kong
or Japan. The securities referred to in this announcement have not
been and will not be registered under the U.S. Securities Act of
1933 (the "U.S. Securities Act") and may not be offered, sold or
transferred within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act. No public
offering of the Placing Shares will be made in the United
States.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of Bellzone for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of Bellzone.
The Directors of Bellzone are:
Michael Farrow, Non-Executive Chairman
Julian Cheong, Executive Director (Chief Executive Officer)
Simon Brickles, Non-Executive Director
Antony Gardner-Hillman, Non-Executive Director
APPIX
Further Information on the Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA,
AUSTRALIA OR JAPAN.
THIS ANNOUNCEMENT IS NOT BEING ISSUED IN THE UNITED STATES OF
AMERICA AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF
AMERICA.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF
DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UK
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") OR ARE
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR
OTHERWISE ARE PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING
THIS APPIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN BELLZONE MINING PLC.
SVS is deemed to have read and understood this Appendix in its
entirety and to participate on the terms and conditions,
acknowledgements and undertakings, contained in this Appendix. Any
other Relevant Person choosing to participate in the Placing
("Placee") has to be proposed by SVS and approved by Bellzone and
has to enter into documentation containing certain terms and
conditions, representation and warranties, acknowledgements and
undertakings by no later than the time of subscribing for the
Placing Shares.
This announcement (including this Appendix) does not constitute
an offer to sell or issue or the solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without
limitation, the United Kingdom, the United States, Canada,
Australia, Hong Kong or Japan. This announcement and the
information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan or in any jurisdiction in which
such publication or distribution is unlawful.
The Placing Shares referred to in this announcement have not
been and will not be registered under the Securities Act and may
not be offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The Placing
Shares are being offered and sold outside the United States in
accordance with Regulation S under the Securities Act. The Placing
Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the
United States or other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The distribution of this announcement and the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or SVS
that would permit an offer of such Placing Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons to
whose attention this announcement is drawn are required by the
Company and SVS to inform themselves about and to observe any such
restrictions.
In this Appendix, unless the context otherwise requires,
"Placee" includes a person (including individuals, funds or others)
on whose behalf a commitment to acquire Placing Shares has been
given.
Details of the Placing Agent Agreement and the Placing
Shares
SVS has entered into a placing agent agreement dated 11 July
2018 (the "Placing Agent Agreement") with the Company whereby SVS
has, on the terms and subject to the satisfaction of certain
conditions set out therein, undertaken to procure (as agent for the
Company) Placees for the Placing Shares.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
Application for listing and admission to trading
Application will be made to the LSE for admission of the Placing
Shares to trading on AIM ("Admission"). It is expected that
Admission and trading of the Placing Shares on AIM will take place
at 8.00 a.m. on or around 26 July 2018.
Conditions of the Placing
The Placing is conditional upon the Placing Agent Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
SVS's obligations under the Placing Agent Agreement are
conditional on: Admission occurring at 8.00 a.m. on or around 26
July 2018 (or such later time or date as the Company and SVS may
agree in writing);
If any of the conditions above is not fulfilled or, where
permitted, waived by SVS in accordance with the Placing Agent
Agreement by the stated time and/or date (or such later time and/or
date as the Company and SVS may agree), the Placing will lapse and
the Placing Agent Agreement and, save for certain rights and
obligations and certain clauses which continue to apply, the rights
and obligations of the parties shall cease and terminate at such
time and SVS agrees that no claim can be made by or on behalf of
SVS (or any person on whose behalf SVS is acting) in respect
thereof.
No Prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the UK Listing Authority in relation to
the Placing or the Placing Shares. SVS and each Placee (as
applicable), by participating in the Placing, confirms that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of any of the Company
other than the content of this announcement (including this
Appendix), the Placing Agent Agreement and publicly available
information required to be published by the Company in accordance
with the rules and practices of the London Stock Exchange and
neither the Company nor any person acting on the Company's behalf
nor any of their Affiliates has or shall have any liability for any
decision of SVS or a Placee to participate in the Placing based on
any other information, representation, warranty or statement
provided that nothing in this paragraph shall exclude the liability
of any person for fraudulent misrepresentation. SVS and each Placee
(as applicable) acknowledges, agrees and warrants that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing.
General
This announcement has been issued by the Company and is the sole
responsibility of the Company.
SVS is acting exclusively for the Company in connection with the
Placing and is not acting for any other person and will not be
responsible to any person other than the Company for providing the
protections afforded to their customers or for providing advice on
the transactions or arrangements referred to in this
announcement.
All times and dates in this announcement may be subject to
amendment. The Company shall notify SVS and any person acting on
behalf of SVS of any changes.
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 rns@lseg.com or visit www.rns.com.
END
IOELIFVEDVIFLIT
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July 12, 2018 02:00 ET (06:00 GMT)
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