TIDMKP2
RNS Number : 9027U
Kore Potash PLC
08 April 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR") AND THE SOUTH AFRICAN FINANCIAL
MARKETS ACT 19 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED 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 AMED OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY
THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS
CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING
THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE
AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
8 April 2021
Kore Potash Plc
("Kore Potash" or the "Company")
Results of Proposed Fundraise
Kore Potash plc, the potash exploration and development company
whose flagship asset is the 97%-owned Sintoukola Potash Project
("Kola" or the "Kola Project"), located within the Republic of
Congo ("RoC"), is pleased to announce the successful completion of
the oversubscribed Proposed Fundraise. A total of 823,475,618(1)
New Ordinary Shares will be issued at the Placing Price of 1.1
pence (2.0 Australian cents) for a total value of approximately
US$12.50 million (1) .
Shore Capital Stockbrokers ("Shore Capital") acted as Sole
Bookrunner in the Proposed Fundraise. 180 Markets Pty Ltd
coordinated the Australian element of the Proposed Fundraise .
Highlights
-- The Company has conditionally raised, in aggregate,
approximately US$12.5 million(1) at a price of 1.1 pence (2.0
Australian cents) per new Ordinary Share (the "Placing Price").
-- 363,165,226 new Ordinary Shares have been placed with new and
existing institutional investors at the Placing Price (the
"Unconditional Placing"). The New Ordinary Shares proposed to be
issued pursuant to the Unconditional Placing will be issued within
the Company's existing ASX Listing Rule 7.1 capacity.
-- 195,037,668(1) new Ordinary Shares have been conditionally
placed with new and existing institutional investors at the Placing
Price (the "Conditional Placing").
-- In addition, certain new and existing shareholders have
subscribed directly with the Company for a total of 265,272,724(1)
new Ordinary Shares at the Placing Price (the "Subscription
Shares").
-- Harlequin Investments Ltd (a Substantial Shareholder as
defined under the AIM Rules, and a Company in which David Stevens
is an associate) is participating in the Proposed Fundraise for a
total of 65,876,152(1) New Ordinary Shares with a total value of
approximately US$1.0 million.
-- David Hathorn, Chairman of Kore, has indicated he is
participating in the Proposed Fundraise for a total of 23,056,653
New Ordinary Shares for a total value of approximately $350,000,
his participation in the Subscriptions is to be confirmed once the
Company has released its quarterly results for the period ended 31
March 2021.
-- Conditionally, in aggregate, a total of 823,475,618(1) New
Ordinary Shares will therefore be issued pursuant to the Proposed
Fundraise, representing approximately 25.1% per cent. of the
Enlarged Share Capital.
(1) Assumes the completion of the subscription by certain South
African investors and the passing of the necessary resolutions to
authorise the issue of new Ordinary Shares which will be sought at
a general meeting of the Company
Completion of the Conditional Placing and the Subscription are
subject to Shareholder approval of certain resolutions (including
for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule
10.11) to authorise the issue of new Ordinary Shares, which will be
sought at a general meeting of the Company, details of which will
be made available in due course. In addition, certain South African
investors who fall within the exemptions set out in section
96(1)(a) and/or (b) of the South African Companies Act 71 of 2008
have subscribed for a total of 146,339,919 New Ordinary Shares in
the Subscriptions, and this is conditional on South African Reserve
Bank approval being in place. Completion of the Proposed Fundraise
shall not be subject to SARB Approval which may or may not take
place after completion of the Proposed Fundraise. Should SARB
approval not be forthcoming then the Company will not be able to
accept the funds from South African investors and the gross
proceeds of the Proposed Fundraise will be lowered accordingly.
The Placing is not conditional on either receiving SARB approval
or the Subscriptions completing. Should SARB approval not be
forthcoming and/or the Subscriptions otherwise not complete, the
gross proceeds of the Proposed Fundraise will be lowered
accordingly.
The Company's two largest shareholders, the Oman Investment
Authority ("OIA") and Sociedad Quimica y Minera ("SQM") will be
offered the opportunity to subscribe for New Ordinary Shares at the
Placing Price, in order to preserve their respective shareholdings
in the Company. OIA and SQM have up to 20 business days to inform
the Company if they intend to subscribe and such participation
would be a related party transaction for the purposes of AIM Rule
13. Any participation by OIA and SQM would be in addition to funds
raised via the Proposed Fundraising.
Capitalised terms used in this announcement have the meanings
given to them in the announcement made earlier today regarding the
Fundraising (the "Fundraising Announcement"), unless the context
provides otherwise.
For the purposes of the Proposed Fundraise, the following
exchange rates have been used:
1 GBP = US$1.38
1 GBP = AUS$1.82
Circular and notice of general meeting
A circular containing further details of the Proposed Fundraise
and notice of a general meeting of the Company to, inter alia, pass
the resolutions required to enable the Company to implement the
Conditional Placing and the Subscription, is expected to be
published and despatched to Shareholders as soon as reasonably
practicable. Following its publication, the circular will be
available on the Company's website at www.korepotash.com .
Normal trading in the Company's securities on the ASX is
expected to resume following the release of this announcement to
ASX.
Directors and related parties' participation
Subject to the passing of the Shareholder resolutions and on
completion of the Conditional Placing and the Subscription, the
following are expected to be the shareholdings of existing
significant shareholders who have participated in the Proposed
Fundraise:
Number of Total Number Percentage
New Ordinary of Ordinary of issued
Shares Intended Shares upon share capital
Number of to be Subscribed completion as enlarged
existing Ordinary for in the of the Proposed by the Proposed
Shareholder Shares Proposed Fundraise Fundraise Fundraise
David Stevens 109,100,000 - 109,100,000 3.33%
------------------- -------------------- ----------------- -----------------
Harlequin Investments
Ltd 302,575,161 65,876,152 368,451,313 11.25%
------------------- -------------------- ----------------- -----------------
David Hathorn 117,372,390 23,056,653 140,430,043 3.33%
------------------- -------------------- ----------------- -----------------
As a significant shareholder, Harlequin Investments Ltd's
intended participation in the Proposed Fundraise is deemed to be a
related party transaction for the purposes of AIM Rule 13. The
directors of the Company, having consulted with the Company's
nominated adviser, Canaccord Genuity, consider that the terms of
Harlequin's participation in the Proposed Fundraise are fair and
reasonable insofar as Shareholders are concerned.
As a director, David Hathorn's intended participation in the
Proposed Fundraise is deemed to be a related party transaction for
the purposes of AIM Rule 13. The directors of the Company, other
than David Hathorn, having consulted with the Company's nominated
adviser, Canaccord Genuity, consider that the terms of his
participation in the Proposed Fundraise are fair and reasonable
insofar as Shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the
363,165,226 New Ordinary Shares which are being issued pursuant to
the Unconditional Placing to be admitted to trading on AIM, the ASX
and JSE ("First Admission"). It is expected that First Admission
will take place at 8.00 a.m. on 14 April 2020.
Following First Admission and the issue of the 363,165,226 New
Ordinary Shares, the Company's issued share capital will consist of
2,814,933,399 ordinary shares of US$0.001. Accordingly, following
First Admission the total number of voting rights in the Company
will be 2,814,933,399. 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 in
their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
180 Markets Pty Ltd are to be issued 2,000,000 new Ordinary
Shares in the Company as part of their fee ("Fee Shares").
Application will also be made to the London Stock Exchange for the
462,310,392 New Ordinary Shares which are being issued pursuant to
the Conditional Placing, Subscriptions and issue of the Fee Shares
to be admitted to trading on AIM, the ASX and JSE ("Second
Admission"). It is expected that Second Admission will take place
at 8.00 a.m. on 6 May 2020.
Brad Sampson, CEO of Kore Potash, commented:
"This fundraise will allow the Company to deliver our element of
the optimisation study to reduce Kola's capital cost following the
signing of the non-binding MoU with the Summit Consortium which
outlines a roadmap to optimise, fully finance and construct Kola
via a mix of debt and royalty financing.
"We are pleased that the financing for Kola is moving forward at
a time when we see increasing potash prices and demand for potash
remains strong despite challenging times in the global economy,
underpinning our belief in continued potash demand growth"
"We are committed to delivering the best possible results for
our shareholders, local communities, and all of our
stakeholders."
This announcement has been approved by the Board of Kore Potash
plc.
Enquiries :
Kore Potash Tel: +27 11 469 9140
Brad Sampson - CEO
Canaccord Genuity - Nomad and Joint Broker Tel: +44 (0) 20 7523
4600
Henry Fitzgerald-O'Connor
James Asensio
A ngelos Vlatakis
Shore Capital - Joint Broker and Sole Bookrunner Tel: +44 (0) 20 7408
4050
Jerry Keen
Toby Gibbs
James Thomas
Tavistock Communications Tel: +44 (0) 20 7920
3150
Jos Simson
Edward Lee
Questco Corporate Advisory - JSE Sponsor Tel: +27 (11) 011 9208
Mandy Ramsden
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains
inside information for the purposes of the UK version of the EU
Market Abuse Regulation (EU 596/2014) ("UK MAR") and is disclosed
in accordance with the Company's obligations under MAR. The person
who arranged for the release of this announcement on behalf of Kore
Potash plc was Brad Sampson, Chief Executive Officer.
Important Notices
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.
The distribution of this announcement and the offering of the
new Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Shore Capital 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
Shore Capital to inform themselves about, and to observe such
restrictions.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy any Ordinary Shares or other securities of the
Company to any person in Australia. This announcement is not, and
does not purport to be, a document containing disclosures to
investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) and will not be filed with and has not
been reviewed or approved by the Australian Securities and
Investments Commission.
This announcement contains no "offer to the public" and does not
constitute a "registered prospectus" as such expressions are
defined in Chapter 4 of the South African Companies Act. This
announcement does not constitute a pre-listing statement prepared
in accordance with the Johannesburg Stock Exchange Listings
Requirements.
This announcement is being 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
Canaccord Genuity, Shore Capital, nor any of their affiliates or
agents (or any of their respective directors, officers, employees
or advisers) for the contents of this announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of Canaccord Genuity,
Shore Capital or any of their affiliates in connection with the
Company or the Proposed Fundraise and any responsibility therefor
is expressly disclaimed. 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 Canaccord
Genuity, Shore Capital, or any of their affiliates, agents,
directors, officers or employees 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.
Forward-looking statements
Certain statements, beliefs and opinions in this announcement
are forward-looking, which reflect the Company's or, as
appropriate, the Company's directors' current expectations and
projections about future events. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking 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. Except as required by applicable law or regulation, the
Company does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
document.
Target Market Assessment
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"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK 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 MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process by Shore Capital, 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 the offer.
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 UK 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.
Further notices
Canaccord Genuity is regulated by the Financial Conduct
Authority ("FCA"), is acting exclusively for the Company as its
nominated adviser for the purpose of the AIM Rules and no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Canaccord
Genuity or for providing advice in relation to the matters
described in this announcement.
Shore Capital is regulated by the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Shore Capital or for providing advice in relation to
the matters described in this announcement.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 new Ordinary Shares. Any
investment decision to buy new Ordinary Shares in the Placing must
be made on the basis of the terms and conditions set out in the
Appendix to this announcement. The price of Ordinary Shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent 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.
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END
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