RESULTS OF PLACING AND PRIMARYBID OFFER
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (“MAR”)
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE “UNITED STATES”), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
6 August 2020
SIMEC Atlantis Energy Limited
Results of Placing and PrimaryBid Offer
On 6 August 2020, the Company announced the launch of a fundraising comprising a placing by way of an accelerated bookbuild process by Investec and Arden and an offer for subscription by PrimaryBid, each at a price of 12 pence per share (together, the “Fundraising”). The Placing and the PrimaryBid Offer have now closed.
The Company is pleased to announce that the Placing has raised conditionally raised gross proceeds of £6.5 million through the issue of 54,166,666 new ordinary shares at 12 pence per share. The PrimaryBid offer has conditionally raised £1 million through the issue of 8,333,333 new ordinary shares at 12 pence per share. In aggregate therefore the Fundraising has conditionally raised gross proceeds of approximately £7.5 million and will result in the issue of 62,499,999 new Ordinary Shares at 12 pence per share.
The Placing and the PrimaryBid Offer are subject to the conditions set out in the Company’s announcements on 6 August 2020, including admission of the Placing Shares and the PrimaryBid Shares to trading on AIM.
Application has been made for the Placing Shares and the PrimaryBid Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the Placing Shares and PrimaryBid Shares will commence on or around 11 August 2020.
The trade date for the Placing is 6 August 2020 and settlement is expected to occur on 11 August 2020.
The Placing Shares and the PrimaryBid Shares will represent, in aggregate, approximately 13 per cent of the Company’s enlarged share capital following the issue of the Placing Shares and the PrimaryBid Shares. Following Admission, the Placing Shares and the PrimaryBid Shares will be issued and allotted credited as fully paid and will rank pari passu with the Company’s 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.
Unless otherwise defined, the terms used in this announcement have the meanings set out in the Company’s announcement issued today at 7:00 a.m..
Total Voting Rights
Following Admission, the Company will have 491,577,655 Ordinary Shares in issue (none of which are held in treasury). The total voting rights in the Company is therefore 491,577,655 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Tim Cornelius, CEO of SIMEC Atlantis Energy Limited commented:
“It is immensely gratifying to see continued support from our existing investors, and to welcome a number of new shareholders following their strong support for the transaction. We were very pleased that the PrimaryBid platform allowed us to give retail investors an opportunity for participation alongside institutional investors, and look forward to keeping all shareholders updated as we work towards key milestones such as the financial close for our ground-breaking Uskmouth conversion project. On that note, I’m delighted to have announced our intended joint venture with the N+P group, which we expect to provide us access to the upstream supply chain benefits of the Uskmouth project following the successful large-scale combustion tests for the new waste-derived fuel pellets. Working with N+P as our fuel partner we expect to see results in security of supply of the fuel feedstock for Uskmouth as well as in additional revenue streams for the Atlantis Group – both from gate fees chargeable on waste received at the fuel production plants, and from sales of the output fuel to Uskmouth and other potential conversion projects in the UK.”
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser, Broker and Joint Bookrunner to the Company)
Arden Partners plc +44 (0) 20 7614 5900
(Joint Bookrunner to the Company)
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
PrimaryBid Limited +44 (0) 20 3026 4750
FTI Consulting +44 (0) 20 3727 1000
(PR Adviser to the Company)
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This announcement, and the information contained herein, is restricted and is not for publication, distribution or release, directly or indirectly, in whole or in part, in or into or from the United States, (including its territories and possessions, any States of the United States and the District of Columbia) (collectively, the “United States”), Canada, Australia, Japan or the Republic of South Africa or in or into or from any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Placing Shares and the PrimaryBid Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold or transferred or delivered, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of the Placing Shares or the PrimaryBid Shares is being made in the United States. The Placing Shares and PrimaryBid Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the US Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing or the PrimaryBid Offer. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or PrimaryBid Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares or PrimaryBid Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.
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 action.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as nominated adviser, broker and joint bookrunner to the Company in respect of the Placing. Investec is acting exclusively for the Company and for no-one else in connection with the Placing and the matters referred to herein, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its clients nor for providing advice in connection with the Placing or any other matters referred to herein.
Arden, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in respect of the Placing. Arden is acting exclusively for the Company and for no-one else in connection with the Placing and the matters referred to herein, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein. Arden is not making any representation or warranty, express or implied, as to the contents of this announcement. Arden has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. In addition, the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps in connection with which it or their respective affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Joint Bookrunners have no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Placing Shares and the PrimaryBid Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.