TIDMAPF
RNS Number : 2488Q
Anglo Pacific Group PLC
24 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
News Release
24 February 2021
Anglo Pacific Group PLC
Results of Placing
Further to the announcement earlier today in relation to the
proposed placing of ordinary shares, Anglo Pacific Group PLC
("Anglo Pacific", the "Group" or the "Company") (LSE: APF, TSX:
APY) is pleased to announce that it has successfully placed
33,664,371 new ordinary shares of 2 pence each (the "Placing
Shares") with institutional investors ("Placees") and certain
Directors and employees of the Company at a price of 128 pence per
Placing Share (the "Placing Price") via an accelerated bookbuild
(the "Placing"). RBC Europe Limited ("RBC"), Peel Hunt LLP ("Peel
Hunt") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") acted
as joint bookrunners in connection with the Placing. The Placing,
which was meaningfully oversubscribed, has raised gross proceeds of
approximately US$61 million / GBP43 million.
292,223 Placing Shares have been placed with certain Directors
of the Company at the Placing Price. The total gross proceeds of
such Director participation will be approximately US$528,000 /
GBP374,000.
In addition, retail investors have subscribed in the separate
offer made by the Company via the PrimaryBid platform for a total
of 2,687,372 new ordinary shares (the "Retail Shares") at the
Placing Price (the "Retail Offer") raising gross proceeds of
approximately US$5 million / GBP3 million.
Together, the Placing and Retail Offer in aggregate comprises
36,351,743 new ordinary shares, and will raise gross proceeds of
approximately US$66 million / GBP47 million. The Placing Price
represents a discount of approximately 6.2 per cent. to the middle
market closing price on 23 February 2021. The Placing Shares and
the Retail Shares being issued represent, in aggregate,
approximately 20.0 per cent. of Anglo Pacific's issued ordinary
share capital prior to the Placing and Retail Offer.
Application has been made to the Financial Conduct Authority
("FCA") for admission of the Placing Shares and the Retail Shares
to the standard listing segment of the Official List and to the
London Stock Exchange for admission to trading of the Placing
Shares and the Retail Shares on its Main Market for listed
securities (together "Admission"). It is expected that Admission
will become effective at 8.00 a.m. on 26 February 2021 and that
dealings in the Placing Shares and the Retail Shares will commence
at the same time. The Company has applied to list the Placing
Shares on the Toronto Stock Exchange ("TSX") and expects to be able
to rely on the exemption for "Eligible Interlisted Issuers" under
section 602.1 of the TSX Company Manual in connection with the
listing of the Placing Shares on the TSX.
The Placing Shares and the Retail Shares will, when issued, 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 on or
in respect of such shares after the date of issue.
Following Admission, the total number of shares of the Company
in issue will be 218,110,462, of which 4,629,703 ordinary shares
are held in treasury and the total number of voting shares in the
Company will be 213,480,759. This figure may be used by
shareholders 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 and Transparency Rules.
PDMR participation in the Placing
Certain directors of the Company have agreed to participate via
the Placing for the number of Placing Shares at the Placing Price
opposite his/her name as set out below:
Name Number of Placing Shares
----------------- -------------------------
Patrick Meier 56,167
Julian Treger 100,000
Graeme Dacomb 39,063
Vanessa Dennett 8,400
Jim Rutherford 68,593
Robert Stan 20,000
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 7:00 a.m. on the date hereof.
For further information, please contact:
Anglo Pacific Group PLC +44 (0) 20 3435 7400
Julian Treger - Chief Executive Officer
Kevin Flynn - Chief Financial Officer
Marc Bishop Lafleche - Chief Investment Officer
Website:
www.anglopacificgroup.com
RBC Capital Markets - Lead Financial Adviser
and Joint Bookrunner
Farid Dadashev / Marcus Jackson / Jamil Miah +44 (0) 20 7653 4000
Peel Hunt LLP - Joint Bookrunner
Ross Allister / Alexander Allen / David McKeown +44 (0) 20 7418 8900
Berenberg - Joint Bookrunner
Matthew Armitt / Jennifer Wyllie / Varun Talwar
/ Detlir Elezi +44 (0) 20 3207 7800
Camarco
Gordon Poole / Owen Roberts / James Crothers +44 (0) 20 3757 4997
Notes to Editors
About the Company
Anglo Pacific Group PLC is a global natural resources royalty
and streaming company. The Company's strategy is to become a
leading natural resources company through investing in high quality
projects in preferred jurisdictions with trusted counterparties,
underpinned by strong ESG principles. It is a continuing policy of
the Company to pay a substantial portion of these royalties and
streams to shareholders as dividends.
IMPORTANT NOTICE
This announcement (together, the "Announcement") and the
information contained in it is not for publication, release or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa or
any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of Anglo Pacific Group PLC (the
"Company") in the United States, Australia, Canada, Japan or South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. The Placing Shares have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly
or indirectly, in or into the United States except pursuant to an
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. The Placing Shares are only
being offered and sold outside the United States in accordance with
Regulation S ("Regulation S") under the Securities Act.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares are being made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus is being made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published. This Announcement is for information purposes only and
is directed only at persons who are: (a) persons in Member States
of the European Economic Area who are qualified investors (within
the meaning of article 2(e) of the Prospectus Regulation 2017/1129
as amended from time to time, and includes any relevant
implementing measure in any Member State (the "Prospectus
Regulation") ("Qualified Investors"); and (b) in the United
Kingdom, qualified investors within the meaning of the UK
Prospectus Regulation who are persons who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; and (c) in Canada a (i)
"permitted client" as defined in Section 1.1 of National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Relationships ("NI 31-103") and (B) an "accredited investor" as
defined in Section 73.3(1) of the Securities Act (Ontario) and
Section 1.1 of National Instrument 45-106 Prospectus and
Registration Exemptions ("NI 45-106") (all such persons together
being referred to as "relevant persons"). This Announcement must
not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to
which this Announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
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 Joh.
Berenberg Gossler & Co. KG, London Branch ("Berenberg"), Peel
Hunt LLP ("Peel Hunt") and RBC Europe Limited ("RBC" and together
with Berenberg and Peel Hunt, the "Joint Bookrunners" and each a
"Joint Bookrunner"), 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.
RBC is authorised and regulated in the United Kingdom by the
Prudential Regulation Authority and is regulated by the Financial
Conduct Authority ("FCA"). Peel Hunt is authorised and regulated in
the United Kingdom by the FCA. Berenberg is authorised by the
German Federal Financial Supervisory Authority (BaFin) and subject
to limited regulation in the United Kingdom by the FCA. Each Joint
Bookrunner is acting solely for the Company and 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 clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, neither Berenberg, Peel Hunt, RBC nor
any of their affiliates accepts any responsibility whatsoever for
the contents of the information contained in this Announcement or
for any other statement made or purported to be made by or on
behalf of any Joint Bookrunner or any of their affiliates in
connection with the Company, the Placing Shares or the Placing.
Berenberg, Peel Hunt and RBC and each of their affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by any Joint Bookrunner or
any of their affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
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 and/or the Joint
Bookrunners or any of their respective affiliates that would, or
which is intended to, permit an offering of the Placing Shares in
any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking 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. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it and nor do they
intend to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
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. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
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 does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange and the Toronto Stock Exchange (the "TSX"), subject
to the approval of the TSX. The Company expects to be able to rely
on the exemption for "Eligible Interlisted Issuers" under section
602.1 of the TSX Company Manual in connection with the listing of
the Placing Shares on the TSX.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (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, including the
requirements of 3.2.7R of the FCA Handbook Product Intervention and
Product Governance Sourcebook, in so far as it applies to a Joint
Bookrunner (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 MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and 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 the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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END
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