TIDMAPF
RNS Number : 9102F
Anglo Pacific Group PLC
26 February 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, JERSEY, SOUTH
AFRICA, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE
UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, JERSEY OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This Announcement is an advertisement and not a prospectus or a
prospectus equivalent document and does not constitute or form part
of, and should not be construed as, any offer for sale or
subscription of, or solicitation of any offer to buy or subscribe
for, any shares in Anglo Pacific Group PLC or securities in any
other entity, in any jurisdiction, including the United States, nor
shall it, or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract or
investment decision whatsoever, in any jurisdiction. This
Announcement is for information only and does not constitute a
recommendation regarding any securities. Any investment decision
must be made exclusively on the basis of the final prospectus
published by the Company (incorporating a circular for the purposes
of the Listing Rules of the UK Listing Authority) (the " Prospectus
") and any supplement thereto in connection with the admission of
New Ordinary Shares of the Company to the premium segment of the
Official List of the UK Listing Authority and to trading on the
London Stock Exchange's main market for listed securities. Copies
of the Prospectus are available from the Company's registered
office.
News Release
February 26, 2015
Anglo Pacific Group PLC
Results of Open Offer
Further to the announcement by Anglo Pacific Group PLC ("Anglo
Pacific", the "Company") (LSE: APF, TSX: APY) on February 6, 2015,
Anglo Pacific is pleased to announce that it has received valid
acceptances in respect of 15,460,557 New Ordinary Shares from
existing Qualifying Shareholders raising gross proceeds of
approximately GBP12.4 million. This represents approximately 68 per
cent of the maximum New Ordinary Shares available under the Open
Offer. Qualifying Shareholders who have validly applied for New
Ordinary Shares will receive their full Open Offer entitlement.
The 7,164,443 Open Offer Shares not applied for by Qualifying
Shareholders under the Open Offer will be taken up by Placees under
the terms of the Placing.
The Placing and Open Offer, together with the Firm Placing and
Acquisition, remain conditional upon the passing of the Resolutions
at the General Meeting of the Company to be held at 10:30 a.m. on
February 26, 2015.
Application has been made for the 49,375,000 New Ordinary Shares
to be admitted to the premium segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities and to be listed on the Toronto Stock Exchange. It is
expected that Admission will become effective at 8:00 a.m. on
February 27, 2015 on the London Stock Exchange's main market for
Listed Securities and at market open on February 27, 2015 on the
Toronto Stock Exchange.
The New Ordinary Shares to be issued pursuant to the Firm
Placing and Placing and Open Offer will, following Admission, rank
pari passu in all respects with the Existing Ordinary Shares and
will carry the right to receive all dividends and distributions
declared, made or paid on or in respect of the Ordinary Shares
after Admission.
The expected date of completion of the Acquisition is March 5,
2015. Application will made for the 4,135,238 Acquisition Shares to
be admitted to the premium segment of the Official List and to
trading on the London Stock Exchange's main market for listed
securities and to be listed on the Toronto Stock Exchange, such
admission being expected at 8:00 a.m. on March 6, 2015 on the
London Stock Exchange's main market for Listed Securities and at
market open on March 6, 2015 on the Toronto Stock Exchange. The
Acquisition Shares, when issued and fully paid, will rank pari
passu in all respects with the Existing Ordinary Shares.
Upon admission of the New Ordinary Shares and following
admission of the Acquisition Shares and assuming no further
exercise of options under the Share Schemes, the total issued share
capital is expected to be 169,942,034 Ordinary Shares and 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 Disclosure and Transparency Rules of the
Financial Conduct Authority.
Capitalised terms used, but not defined, in this announcement,
have the same meanings as set out in the announcement released by
the Company on February 4, 2015 in relation to the Firm Placing,
Placing and Open Offer.
BMO Capital Markets Limited and Macquarie Capital (Europe)
Limited are acting as joint bookrunners in connection with the Firm
Placing, Placing and Open Offer and Shard Capital Partners LLP is
acting as Co-Manager.
For further information:
Anglo Pacific Group PLC +44 (0) 20 3435 7400
Julian Treger - Chief Executive
Officer
Mark Potter - Chief Investment
Officer
Website: www.anglopacificgroup.com
BMO Capital Markets Limited -
Sponsor and Joint Bookrunner +44 (0) 20 7664 8020
Jeffrey Couch / Neil Haycock /
Tom Rider / Jenny Wyllie
Macquarie Capital (Europe) Limited
- Joint Bookrunner +44 (0) 20 3037 2000
Raj Khatri / Ken Fleming / Fergus Marcroft
/ Nicholas Harland / Ariel Tepperman
Shard Capital Partners LLP - Co-Manager +44 (0) 20 3463 4970
Katrina Damouni / Damon Heath
/ Gareth Burchell
Bell Pottinger +44 (0) 20 3772 2500
Nick Lambert / Lorna Cobbett
About the Company
Anglo Pacific is a global natural resources royalty company. The
Company's strategy is to develop a leading international
diversified royalty company with a portfolio centred on base metals
and bulk materials, focusing on accelerating income growth through
acquiring royalties on projects that are currently cash flow
generating or are expected to be within the next 24 months. It is a
continuing policy of the Company to pay a substantial portion of
these royalties to shareholders as dividends.
Disclaimer
This Announcement is for information only and is not for
release, publication or distribution, directly or indirectly, in or
into the United States, Australia, Japan, Jersey, South Africa, New
Zealand or any jurisdiction in or into which the same would be
unlawful. This Announcement is not an offer of securities in any
jurisdiction, including the United States, Canada, Australia,
Japan, Jersey or South Africa or any jurisdiction in which the same
would be unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such jurisdiction.
Persons needing advice should consult an independent financial
adviser.
This Announcement has been issued by and is the sole
responsibility of the Company. Save for the responsibilities and
liabilities, if any, of any of the Banks under FSMA or the
regulatory regime established thereunder, none of the Banks assumes
any responsibility whatsoever and the Banks make no representations
or warranties, express or implied, in relation to the contents of
this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by the Company, or on the Company's behalf, or by any of the
Banks, or on their behalf, and nothing contained in this
Announcement is, or shall be, relied on as a promise or
representation in this respect, whether as to the past or the
future, in connection with the Company, the Firm Placing, Placing,
Open Offer or the Acquisition. The Banks disclaim to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this Announcement or any
such statement.
BMO, Macquarie Capital and Shard Capital, each of which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for the Company and
no-one else in connection with the Firm Placing, Placing and Open
Offer and they will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or in relation to the contents of this Announcement or any
transaction or any other matters referred to herein nor for
providing advice in relation to the Firm Placing, Placing and Open
Offer.
The distribution of this Announcement and the proposed issue and
placing of the New Ordinary Shares pursuant to the Firm Placing,
Placing and Open Offer as set out in this Announcement in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or the Banks 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. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdiction. Persons into whose possession
this Announcement comes are required by the Company and the Banks
to inform themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the UK only in circumstances in which
section 21(1) of FSMA does not apply.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities Act") or
under any securities laws of any state or other jurisdiction of the
United States. The New Ordinary Shares 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 applicable state
securities laws. There will be no public offer of securities in the
United States.
This Announcement may not be and must not be acted on or relied
on by a Canadian purchaser and this Announcement does not itself
constitute an offer to sell any New Ordinary Shares in, or to any
person subject to, the laws of Canada. This Announcement is being
sent into Canada only for information and does not constitute an
offer to sell, or a solicitation of an offer to buy, New Ordinary
Shares to or from a person in Canada.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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