TIDMCAPD
RNS Number : 7614D
Capital Limited
23 June 2023
FOR IMMEDIATE RELEASE
23 June 2023
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR
OTHER SECURITIES OF CAPITAL LIMITED IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Capital Limited
("Capital", the "Group" or the "Company")
Results of placing of existing common shares in Capital Limited
and PDMR holding
Further to the announcement released earlier today, Jamie
Boyton, Chairman of the Company, and Brian Rudd, a founder and
Executive Director of Capital Limited (the "Sellers"), have sold,
subject to completion, 5,300,000 common shares in the Company (the
"Placing Shares") at a placing price of 98.5 pence per Placing
Shares (the "Placing Price"). The Placing Shares represent
approximately 2.7% of the Company's issued share capital.
The Placing was conducted by way of an accelerated bookbuild
offering to institutional investors. The Company will not receive
any proceeds from the Placing. Settlement of the Placing is
expected to occur on a T+2 basis, on or around 27 June 2023.
Tamesis Partners LLP ("Tamesis") acted as Bookrunner in relation
to the Placing which was conducted by way of an accelerated
bookbuild.
Subsequent to the Placing, the revised shareholdings in the
Company of Jamie Boyton and Brian Rudd are as follows and the
required Notification of Dealing Forms are set pit at the end off
this announcement.
Director Placing Shares sold Resultant Shareholding
Number of % of issued Number of % of issued
Placing Shares share capital Common Shares share capital
---------------- --------------- --------------- ---------------
Jamie Boyton 4,300,000 2.2% 20,546,295 10.6%
---------------- --------------- --------------- ---------------
Brian Rudd 1,000,000 0.5% 11,958,465 6.2%
---------------- --------------- --------------- ---------------
The common shares held by the Sellers following completion of
the Placing will be subject to a 90 calendar day lock-up which is
subject to certain exceptions and may otherwise only be waived with
the consent of the Bookrunner.
-S-
For further information, please visit Capital's website
www.capdrill.com or contact:
C apital Limited investor@capdrill.com
Peter Stokes, Chief Executive Officer
Rick Robson, Chief Financial Officer
Conor Rowley, Corporate Development
& Investor Relations
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
B uchanan +44 20 7466 5000
B obby Morse capital@buchanan.uk.com
George Pope
About Capital Limited
Capital Limited is a leading mining services company providing a
complete range of drilling, mining, maintenance and geochemical
laboratory solutions to customers within the global minerals
industry. The Company's services include: exploration, delineation
and production drilling; load and haul services; maintenance; and
geochemical analysis. The Group's corporate headquarters are in the
United Kingdom and it has established operations in Côte d'Ivoire,
Canada, Democratic Republic of Congo, Egypt, Gabon, Guinea, Kenya,
Mali, Mauritania, Nigeria, Pakistan, Saudi Arabia and Tanzania
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO: (A) (I)
ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005
(THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE
ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED);
AND (B) ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2
OF THE UK PROSPECTUS REGULATION (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). IN THE EEA, THIS ANNOUNCEMENT
IS ADDRESSED ONLY TO AND DIRECTED ONLY AT, PERSONS IN MEMBER STATES
WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF
THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY
MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO: (I) IN THE UNITED
KINGDOM, RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA,
QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH
PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is unlawful.
The Placing Shares have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any State or other jurisdiction of
the United States, and, absent registration, may not be offered or
sold in the United States (as defined in Regulation S under the
Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant State or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission 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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Tamesis or any of their respective affiliates. capdrill.com
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of U.S., Canadian,
Australian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, the Company, Tamesis
or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction, or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares, in any jurisdiction where action for that purpose is
required.
Persons into whose possession this announcement comes are
required by Tamesis to inform themselves about and to observe any
applicable restrictions.
Tamesis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting solely for the Seller
in connection with the Placing and will not be responsible to
anyone other than the Seller for providing the protections offered
to the clients of Tamesis, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
Notification of transactions by PDMRs
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Jamie Boyton
-------------------------------- ------------------------------
2. Reason for the notification
----------------------------------------------------------------
a. Position/status Chairman
-------------------------------- ------------------------------
b. Initial notification/Amendment Initial notification
-------------------------------- ------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a. Name Capital Limited
-------------------------------- ------------------------------
b. LEI 213800XG175G91JW8W37
-------------------------------- ------------------------------
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 Common shares of $0.0001 each
Financial instrument, BMG022411000
type of instrument
Identification code
-------------------------------- ------------------------------
b. Nature of the transaction Sale of ordinary shares
-------------------------------- ------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
GBP0.985 4,300,000
----------
-------------------------------- ------------------------------
d. Aggregated information See above
Aggregated volume
Price
-------------------------------- ------------------------------
e. Date of the transaction 23 June 2023
-------------------------------- ------------------------------
f. Place of the transaction London Stock Exchange
-------------------------------- ------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Brian Rudd
-------------------------------- ------------------------------
2. Reason for the notification
----------------------------------------------------------------
a. Position/status 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 Capital Limited
-------------------------------- ------------------------------
b. LEI 213800XG175G91JW8W37
-------------------------------- ------------------------------
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 Common shares of $0.0001 each
Financial instrument, BMG022411000
type of instrument
Identification code
-------------------------------- ------------------------------
b. Nature of the transaction Sale of ordinary shares
-------------------------------- ------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
GBP0.985 1,000,000
----------
-------------------------------- ------------------------------
d. Aggregated information See above
Aggregated volume
Price
-------------------------------- ------------------------------
e. Date of the transaction 23 June 2023
-------------------------------- ------------------------------
f. Place of the transaction London Stock Exchange
-------------------------------- ------------------------------
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END
DSHEAEKDADKDEFA
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June 23, 2023 06:38 ET (10:38 GMT)
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