TIDMARL
RNS Number : 0334G
Atlantis Resources Limited
24 May 2017
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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO 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 DOES NOT
CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Atlantis Resources Limited
("Atlantis" or the "Company")
Result of Placing
Atlantis is pleased to announce the completion of a placing of 9
million new ordinary shares in the Company (the "Placing Shares")
at a price of 45 pence per Placing Share (the "Placing Price") to
raise a total of GBP4.05 million before expenses (the
"Placing").
The Placing is subject to admission of the Placing Shares to
trading on AIM ("Admission"). Application has been made for the
Placing Shares to be admitted to trading on AIM and it is expected
that Admission will become effective and that dealings in the
Placing Shares will commence on or around 30 May 2017. The trade
date for the Placing is 24 May 2017 and settlement is expected to
occur on 30 May 2017.
The Placing Shares represent, in aggregate, approximately 7.1
per cent of the Company's issued ordinary share capital as enlarged
by the issue of the Placing Shares. Following Admission, the
Placing 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.
Total Voting Rights
The Placing is conditional, among other things, upon Admission
becoming effective. Following Admission, the Company's issued
ordinary share capital will consist of 125,956,617 ordinary shares,
with the right to one vote each. The Company does not hold any
ordinary shares in treasury. Therefore, the total number of
ordinary shares and voting rights in the Company will be
125,956,617. With effect from Admission, this figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interests in, or a change to their interest in, the share capital
of the Company under the Company's Articles of Association.
Unless otherwise defined, the terms used in this announcement
have the meanings set out in the Company's announcement issued
yesterday.
For further information please contact:
Atlantis Resources Limited Via FTI Consulting
Tim Cornelius, Chief Executive
Simon Counsell, Finance Director
Peel Hunt LLP (Nominated Adviser and Joint Bookrunner) +44(0)20 7418 8900
Adrian Trimmings
Jock Maxwell Macdonald
Macquarie Capital (Europe) Limited (Joint Bookrunner) +44(0)20 30372 2000
Raj Khatri
Nick Stamp
FTI Consulting +44(0)20 3727 1000
Ben Brewerton
Alex Beagley
James Styles
IMPORTANT NOTICE
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, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions"). The Placing Shares have not been
and will not be registered under the United States Securities Act
1933, as amended (the "Securities Act") or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or
indirectly, in or into the United States absent registration except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the 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. 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 possession or distribution of this announcement or any
other publicity material relating to such Placing 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.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and: (A) if in a member state of the
European Economic Area persons who are (unless otherwise agreed
with the Joint Bookrunners) "qualified investors", as defined in
article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC),
as amended, (B) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO") or fall within the
definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
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 Company's businesses 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 UK Financial Conduct
Authority ("FCA"), 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
Atlantis 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.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Peel Hunt is acting solely as
nominated adviser, joint broker and joint bookrunner exclusively
for the Company and no one else in connection with the contents of
this announcement and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the contents of this announcement nor will it be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Peel Hunt by FSMA or
the regulatory regime established thereunder, Peel Hunt accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. Peel Hunt accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
Macquarie is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Macquarie is acting solely as
joint broker and joint bookrunner exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Macquarie by FSMA or the regulatory
regime established thereunder, Macquarie accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the contents of this announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this announcement, whether as to the past or the
future. Macquarie accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
In connection with the Placing, each of 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 each of the Joint Bookrunners and any of their
respective affiliates acting as investors for their own accounts.
In addition, each of the Joint Bookrunners or their respective
affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Each of the Joint
Bookrunners has 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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May 24, 2017 02:00 ET (06:00 GMT)
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