TIDMAEX
RNS Number : 8565D
Aminex PLC
11 July 2016
NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART
OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
This announcement is an advertisement and not a prospectus (or
prospectus equivalent document). Investors should not subscribe for
or purchase any shares referred to in this announcement except
solely on the basis of information in the prospectus (the
"Prospectus") published by Aminex plc ("Aminex" or the "Company")
today in connection with the admission of ordinary shares in the
capital of the Company (the "Shares") to the Official Lists of the
Irish Stock Exchange plc (Irish Stock Exchange") and the UK Listing
Authority and to trading on the regulated market for listed
securities of the Irish Stock Exchange and on the main market for
listed securities of the London Stock Exchange plc ("London Stock
Exchange"), ("Admission"). A copy of the Prospectus will be
available on the Company's website (www.aminex-plc.com). This
announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the United States or in any other
jurisdiction. Neither this announcement nor any part of it shall
form the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever
11 July 2016
Aminex plc
("Aminex" or "the Company")
Publication of Prospectus
The Board of Aminex is pleased to advise that a prospectus in
relation to the proposed Capital Raise (the "Prospectus") was
approved today (11 July 2016) by the Central Bank of Ireland, as
competent authority under the Prospectus Directive. The Prospectus
will be available today, free of charge, in electronic format to
Qualifying Shareholders on the Company"s website at
www.aminex-plc.com and in printed format until 3 August 2016 at the
Company"s registered office at 6 Northbrook Road, Dublin 6, Ireland
and at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2,
Ireland and at the offices of Shore Capital, Bond Street House, 14
Clifford Street, London W1S 4JU, United Kingdom.
The Prospectus has been submitted to the national storage
mechanism and will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM and the Company Announcements Office,
Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland. The
documents incorporated by reference therein have already been
submitted to the national storage mechanism and are available for
inspection at: www.morningstar.co.uk/uk/NSM.
Application will be made to the Irish Stock Exchange and to the
UK Listing Authority for up to 1,499,691,550 New Ordinary Shares to
be admitted to listing on the Official Lists and application will
be made to the Irish Stock Exchange and the London Stock Exchange
for admission for such New Ordinary Shares to trading on their
respective regulated markets for listed securities. It is expected
that such Admission will become effective and that dealings will
commence in respect of the Cornerstone Shares and the Placing
Shares 3 August 2016 and the Open Offer Shares on 5 August 2016.
The New Ordinary Shares will, on Admission, rank in full for all
dividends and other distributions declared, made or paid on the
Ordinary Shares after Admission and will otherwise rank pari passu
in all respects with the Ordinary Shares in issue at the date of
this Prospectus, save that the Cornerstone Placing Shares and the
Placing Shares do not carry an entitlement to participate in the
Open Offer.
All capitalised/defined terms in this announcement have the same
meaning as those contained in the Prospectus.
For further information:
Aminex
Jay Bhattacherjee, Chief Tel: +44 (0) 20 7291
Executive Officer 3100
Davy
Brian Garrahy / Matthew Tel: +353 (0) 1 679 6363
DeVere White
Shore Capital
Jerry Keen / Stephane Tel: + 44 (0) 20 7408
Auton 4090
Camarco
Billy Clegg / Gordon Poole Tel: +44 (0) 20 3757
4980
- -
This announcement has been issued by and is the sole
responsibility of the Company.
J&E Davy ("Davy") (each of which is regulated in Ireland by
the Central Bank of Ireland) and Shore Capital Stockbrokers Limited
and Shore Capital and Corporate Limited (together "Shore Capital",
which is regulated in the UK by the Financial Services Authority)
are acting exclusively for Aminex in connection with the matters
described herein and for no one else and will not be responsible to
any other person for providing the protection afforded to customers
of Davy or Shore Capital respectively nor for providing advice in
connection with this announcement. None of Davy, Shore Capital or
any of their respective affiliates, their respective directors,
officers, employees, agents, advisors have authorised the contents
of, or any part of, this document.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of Davy or
Shore Capital or any of their respective affiliates, their
respective directors, officers, employees, agents, advisors or any
other person, as to the accuracy, completeness, correctness or
fairness of the information or opinions contained in this
announcement or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with the
Company, the Cornerstone Placing, the Placing, the Open Offer or
Admission and no such person shall have any responsibility or
liability for any such information or opinions or for any errors or
omissions. Accordingly, to the extent permitted by law, no
liability whatsoever (including whether arising in tort, contract
or otherwise) is accepted by Shore Capital or Davy or any of such
persons" directors, officers, employees, agents, advisors or
affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this document or such
information or opinions contained herein or otherwise arising in
connection herewith.
Participation in the proposed Open Offer will not be available
to shareholders resident in the United States, Australia, Canada,
Switzerland, New Zealand, South Africa or Japan or any other
jurisdiction where it would be unlawful to do so.
This announcement does not constitute, or form part of, an offer
of, or the solicitation of any offer to subscribe for or buy, any
of the New Ordinary Shares to be issued or sold in connection with
the Cornerstone Placing and/or Placing and/or Open Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document. Nothing in this announcement should be
interpreted as a term or condition of the Cornerstone Placing, the
Placing or the Open Offer. A Prospectus relating to the Open Offer
will be prepared and made available in accordance with EU Directive
2003/71/EC and/or Part VI of the Financial Services and Markets Act
2000. Any decision to invest in Aminex under the Open Offer must be
made only on the basis of the information contained in and
incorporated by reference into such Prospectus.
This announcement contains certain "forward--looking statements"
regarding the belief or current expectations of the Group, the
Directors and other members of its senior management about the
Company"s financial condition, results of operations and business
and the transactions described in this announcement. Generally, but
not always, words such as "may", "could", "should", "will",
"expect", "intend", "estimate", "anticipate", "assume", "believe",
"plan", "seek", "continue", "target". "goal", "would" or their
negative variations or similar expressions identify
forward--looking statements.
Such forward--looking statements are not guarantees of future
performance. Rather, they are based on current views and
assumptions, speak only as at the date they are made and involve
known and unknown risks, uncertainties and other factors, many of
which are outside the control of the Company and are difficult to
predict, that may cause the actual results, performance,
achievements or developments of the Company or the industries in
which it operates to differ materially from any future results,
performance, achievements or developments expressed or implied from
the forward--looking statements. No statement in this announcement
is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that the Company will
generate a particular rate of return. Each of Davy and Shore and
their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
The offer of securities in certain jurisdictions may be
restricted by law and therefore potential investors should inform
themselves about and observe any such restrictions. This
announcement is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
New Zealand, South Africa, Switzerland or any other jurisdiction in
which such publication or distribution would be a violation of the
relevant laws of such jurisdiction. This announcement is for
information only and does not constitute an offer or invitation to
acquire or dispose of securities in the United States, Australia,
Canada, Japan, New Zealand, South Africa or Switzerland or any
other jurisdiction in which such offer or invitation would be a
violation of the relevant laws of such jurisdiction. In particular,
this announcement does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities in the United
States. The securities referred to herein (the "Securities") have
not been and will not be registered under the US 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 or sold in 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 relevant state securities laws. There will
be no public offer of Securities in the United States.
The New Ordinary Shares are only suitable for investors who
understand the potential risks of capital loss and that there may
be limited liquidity in the New Ordinary Shares and Existing
Ordinary Shares and who fully understand and are willing to assume
the risks involved. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Open Offer. The value of Ordinary
Shares can decrease as well as increase. When considering what
further action you should take you are recommended to immediately
consult, if you are resident in Ireland, an organisation or firm
authorised or exempted pursuant to the European Communities
(Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3)
or the Investment Intermediaries Act 1995 (as amended) and, if you
are resident in the United Kingdom, a person authorised under the
Financial Services and Markets Act 2000, as amended, of the United
Kingdom, or another appropriately authorised professional adviser
if you are in a territory outside Ireland or the United Kingdom.
Potential investors should consult a professional adviser as to the
suitability of ordinary shares for the person concerned. Past
performance is no guide to future performance.
The distribution of this announcement may be restricted by law
and the persons into whose possession any document or other
information referred to herein comes should inform themselves about
and observe any such restriction. No action has been taken that
would permit the possession or distribution of this announcement in
any jurisdiction where action for that purpose is required.
Certain figures contained in this document, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this document may not conform exactly with
the total figure given.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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