TIDMSRB
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR
ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF SERABI GOLD PLC.
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING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, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE,
DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND
HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)
This announcement contains inside information for the purposes of
Article 7 of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018.
For immediate release
1 March 2021
Serabi Gold plc
("Serabi" or the "Company")
PrimaryBid Offer
Serabi Gold plc (AIM:SRB, TSX:SBI) the Brazil focused gold producer and
developer, is pleased to announce a conditional offer for subscription
via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of
GBP0.10 each in the Company ("Retail Shares") at an issue price of
GBP0.75 per Retail Share (the "Issue Price"). The Company is also
conducting a placing of new ordinary shares ("the Placing Shares" and
together with the Retail Shares, the "New Ordinary Shares") at the Issue
Price by way of an accelerated bookbuild process (the "Placing") as
announced separately today.
Concurrently with the Placing, Serabi Gold plc will also conduct a
placing of warrants to subscribe for new ordinary shares of GBP0.10 each
in the Company ("Warrant Placing" and together with the Placing the
"Placings"), conditional, amongst other things, upon shareholder
approval and the Placing. Only subscribers for Placing Shares will be
eligible to participate in the Warrant Placing. Subscribers to the
PrimaryBid Offer will not be eligible to participate in the Warrant
Placing.
Alongside the Placing, and conditional on completion of the Placing, the
Company will redeem all of the outstanding convertible loan notes held
by Greenstone Resources II LP ("Greenstone"), totalling US$2 million
together with accrued interest of US$200,000 and the arrangement fee and
other expenses of approximately US$333,000. Greenstone has indicated its
intention to subscribe in the Placing for a minimum of 2,414,055
Ordinary Shares and may subscribe for further Placing Shares up to a
maximum number of Placing Shares that would result in Greenstone
maintaining its current interest in the Company subsequent to the
Placing and the PrimaryBid Offer (and which prior to the announcement of
the Placing was 25.2% of the issued share capital).
The PrimaryBid Offer is conditional, amongst other things, on the New
Ordinary Shares being admitted to trading on the London Stock Exchange's
AIM market ("Admission"). Admission is expected to be take place at 8.00
a.m. on 9 March 2021. The PrimaryBid Offer will not be completed without
the Placing also being completed.
The Company will use the funds raised by the Placing to:
-- part fund the construction of the Coringa Gold Project which, when in
full production, is expected to increase current annual production by
approximately 100 per cent. to approximately 80 kozpa;
-- undertake further regional exploration, including up to c. 32,000m of
drilling on priority targets during 2021 as part of the Company's
longer-term exploration objective of targeting a mineral resource above 3
million ounces of contained gold in aggregate across all of the Company's
projects;
-- redeem the outstanding convertible loan notes held by Greenstone (as
noted above); and
-- repay the remainder of the Equinox debt which as of 31 December 2020 was
approximately US$6.6 million including accrued interest.
Any funds raised in the Retail Offer will be allocated towards these
purposes and for general working capital. The Company will issue a
maximum of 20 million New Ordinary Shares in connection with the
Placings.
Details of the PrimaryBid Offer
Members of the public may participate in the PrimaryBid Offer by
applying exclusively through the www.PrimaryBid.com platform and the
PrimaryBid mobile app available on the Apple App Store and Google Play.
PrimaryBid does not charge investors any commission for this service.
The PrimaryBid Offer will be open to retail investors following the
release of this announcement. The PrimaryBid Offer will close at the
same time as accelerated bookbuild process (the "Bookbuild") is
completed. The PrimaryBid Offer may close early if it is oversubscribed.
There is a minimum subscription of GBP100 per investor under the terms
of the PrimaryBid Offer which is open to existing shareholders and other
investors subscribing via PrimaryBid.com. The Company reserves the right
to scale back any order at its discretion. The Company and PrimaryBid
each also reserve the right to reject any application for subscription
under the PrimaryBid Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in
the PrimaryBid Offer made through PrimaryBid. It is vital to note that
once an application for Retail Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
It is a term of the PrimaryBid Offer that the total value of Retail
Shares available for subscription at the Issue Price does not exceed
EUR8 million or equivalent. Accordingly, the Company is not required to
publish (and has not published) a prospectus in connection with the
PrimaryBid Offer as it falls within the exemption set out in section
86(1)(e) and 86(4) of the Financial Services and Markets Act 2000.
The PrimaryBid Offer is not being made into any jurisdiction where it
would be unlawful to do so. In particular, the PrimaryBid Offer is being
made only to persons who are, and at the time the Retail Shares are
subscribed for, will be outside the United States and subscribing for
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S ("Regulation S") under the U.S. Securities
Act of 1933, as amended (the "Securities Act"). Persons who are resident
or otherwise located in the United States will not be eligible to
register for participation in the offer through PrimaryBid or subscribe
for Retail Shares.
The Retail Shares, when issued, will be issued free of all liens,
charges and encumbrances and will rank pari passu in all respects with
the other New Ordinary Shares and the Company's existing Ordinary
Shares.
The PrimaryBid Offer will be effected using a cash box structure between
PrimaryBid, the Company and a wholly owned Jersey subsidiary of the
Company.
For further details please refer to the PrimaryBid.com website at
https://www.globenewswire.com/Tracker?data=G4j0zSOFq9q_uELjgw5ntrPnxd_tirPsGHZXe0jZN9ohGB4Oy-eUMH8c30hFYsBDIlrL44SuacuOolY8_O9iQ1vhtSDmfQASV_-h-JEyRe4=
www.PrimaryBid.com. The terms and conditions on which the PrimaryBid
Offer is made, including the procedure for application and payment for
Retail Shares, is available to all persons who register with
PrimaryBid.com.
Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment,
taxation or legal advice. It should be noted that a subscription for
Retail Shares and investment in the Company carries a number of risks.
Investors should consider the risk factors set out on PrimaryBid.com
before making a decision to subscribe for Retail Shares. Investors
should take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in any
doubt.
For further information, please contact:
Serabi Gold plc
Michael Hodgson (Chief Executive) Tel: +44 (0)20 7246 6830
Clive Line (Finance Director) Tel: +44 (0)20 7246 6830
+44 (0)20 7246 6830
PrimaryBid Limited
Charles Spencer / James Deal
+ 44 (0) 203 026 4750
Beaumont Cornish Limited, Nominated Advisor
Roland Cornish / Michael Cornish
+44 (0)20 7628 3396
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Nominated
Adviser ("Nomad") to the Company in connection with the matters set out
in this announcement and will not be acting for any other person or
otherwise be responsible to any person for providing the protections
afforded to clients of Beaumont Cornish or for advising any other person
in respect of the matters set out in this announcement or any
transaction, matter or arrangement referred to in this announcement.
Beaumont Cornish's responsibilities as the Company's Nomad are owed
solely to London Stock Exchange and are not owed to any person in
respect of his or her decision to acquire any shares in the Company.
IMPORTANT NOTICES
This announcement (the "Announcement") and the information contained in
it is not for publication, release, transmission, distribution or
forwarding, in whole or in part, directly or indirectly, in or into the
United States, Australia, 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 the
Company in the United States, Australia, Japan or South Africa or any
other state or jurisdiction. This Announcement has not been approved by
the London Stock Exchange. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such jurisdictions.
The New Ordinary Shares have not been and will not be registered under
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, pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, in or into the United States absent
registration 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 in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The New
Ordinary Shares have not been approved, disapproved or recommended by
the U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the New Ordinary Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold
in the United States, Australia, Japan, South Africa or to, or for the
account or benefit of, any national, resident or citizen of the United
States, Australia, Japan, the Republic of South Africa.
No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be,
obtained for the South Africa Reserve Bank or any other applicable body
in the Republic of South Africa in relation to the New Ordinary Shares
and the New Ordinary Shares have not been; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory
of Australia, Japan or South Africa. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Japan or South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or
benefit of any national, resident or citizen of Australia, Japan or
South Africa.
All offers of the New Ordinary Shares will be made pursuant to an
exemption under the UK version of Regulation (EU) no 2017/1129 of the
European Parliament and of the Council of 14 June 2017, which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
from time to time, and includes any relevant implementing measure in any
member state (the "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
FSMA does not apply.
No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published. Persons
distributing this Announcement must satisfy themselves that it is lawful
to do so. Any investment or investment activity to which this
Announcement and the terms and conditions set out herein relates is
available only to relevant persons and will be engaged in only with
relevant persons.
The distribution of this Announcement and/or the offering of the Retail
Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company or PrimaryBid or any of their respective
affiliates that would, or which is intended to, permit an offering of
the Retail Shares in any jurisdiction or result in the possession or
distribution of this Announcement or any other offering or publicity
material relating to Retail Shares in any jurisdiction where action for
that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and
PrimaryBid 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 and the Company's future financial
condition and performance. These statements, which sometimes use words
such as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect", "target", "anticipate",
"could", "predict", "continue", "positioned", "risk" (or the negative
thereof) and words of similar meaning, reflect the Directors' current
beliefs and expectations and involve known and unknown risks,
uncertainties and assumptions, many of which are outside the Company's
control and difficult to predict, that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Any
forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. These
forward-looking statements reflect the Company's judgment at the date of
this Announcement and are not intended to give any assurance as to
future results and cautions that its actual results of operations and
financial condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or
information incorporated by reference into this Announcement. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates, supplements 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, except where required to do so under applicable law.
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 Retail Shares. Any investment decision to buy
Retail Shares in the PrimaryBid Offer must be made solely on the basis
of publicly available information, which has not been independently
verified by PrimaryBid.
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 PrimaryBid Offer.
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.
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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS
NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE NEW
ORDINARY SHARES.
(END) Dow Jones Newswires
March 01, 2021 11:58 ET (16:58 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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