TIDMSXX
RNS Number : 9090A
Sirius Minerals Plc
29 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not a
prospectus and not an offer of securities for sale in any
jurisdiction, including in the United States, Australia, Canada,
Japan and South Africa.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
29 March 2017
Correction
The following amendment has been made to the "Proposed Move to
Main Market" announcement released on 28 March 2017 at 07:01 under
RNS No 6763A.
Due to an administrative error, the Company referenced its ISIN
number as GB00BD8GDH86, but the correct ISIN number is
GB00B0DG3H29.
All other details remain unchanged. The full amended text is
shown below.
Sirius Minerals Plc
Notification of proposed admission to the Official List and
cancellation of trading on AIM
In conjunction with the audited full year results for the year
ended 31 December 2016, Sirius Minerals Plc ("Sirius" or the
"Company") today announces its intention to apply for admission to
listing of its ordinary shares (the "Ordinary Shares") on the
premium listing segment of the Official List of the UK Listing
Authority (the "Official List") and admission to trading on the
London Stock Exchange plc's (the "London Stock Exchange") main
market (the "Main Market") for listed securities (together,
"Admission"). Pursuant to Rule 41 of the AIM Rules for Companies,
the Company hereby gives notice of the intended cancellation of
trading of its Ordinary Shares on the AIM market of the London
Stock Exchange ("AIM").
The Company directors believe that a premium listing will
support the long-term strategy of the Company by providing the
Company with a more appropriate platform for its growth and is in
keeping with the nationally significant nature of the Company's
North Yorkshire polyhalite project and its market capitalisation,
which as of the date of this announcement is in excess of GBP700
million. In addition, the Company directors believe that Admission
will raise the Company's global profile, increase its trading
liquidity and provide the Company with a greater range of potential
investors for its ordinary shares.
Chris Fraser, Managing Director and Chief Executive Officer,
said:
"It has been a long-stated intention of the Company to move to
the Main Market and we are delighted to be continuing to deliver on
our goals as we move forward with the timely delivery of our
Woodsmith Mine."
Admission will be through an introduction of the existing
Ordinary Shares. The Company will not be issuing new shares in
conjunction with the proposed Admission or the publication of the
related prospectus, and has no current intention to raise capital
through the issue of new shares in the UK or elsewhere.
It is expected that the Company will publish its prospectus in
connection with Admission on or around 25 April 2017 and that the
Ordinary Shares will be admitted to the Official List, commence
trading on the Main Market and simultaneously trading will be
cancelled on AIM at 8:00am on 28 April 2017 (being at least 20
business days after this announcement), subject to the receipt of
the necessary approvals from the UK Listing Authority and the
London Stock Exchange. The Company's shares will continue to be
registered with their existing ISIN number GB00B0DG3H29 and SEDOL
number B0DG3H2. The Company's ticker symbol will continue to be
SXX. The prospectus will, when issued, be made available on the
Company's website at www.siriusminerals.com.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, is acting as sponsor to
the Company in connection with Admission.
The Company's existing shareholders should consult their own tax
advisers as to the tax implications of the Company's proposed move
to the Main Market.
Further announcements will be made in due course.
For further information, please contact:
Sirius Minerals Plc Tristan Pottas
Investor Relations Email: ir@siriusminerals.com Tel: +44 845
Manager 524 0247
------------------------- ------------------------------ ---------------
Sponsor in relation
to Admission and Joint Ben Davies, Jamie
Broker Riddell, Andrew Tel: +44 20
J.P. Morgan Cazenove Coates, James 7742 4000
Summer
------------------------- ------------------------------ ---------------
Joint Brokers
Liberum Capital Limited Neil Elliot, Tel: +44 20
(NOMAD) Clayton Bush, 3100 2222
Jill Li
WH Ireland Adrian Hadden Tel: +44 20
7220 1666
------------------------- ------------------------------ ---------------
Media Enquiries Jos Simson, Mike Tel: +44 20
Tavistock Bartlett, 7920 3150
Emily Fenton
------------------------- ------------------------------ ---------------
About Sirius Minerals Plc
Sirius Minerals Plc is the fertilizer development company
focused on the construction and development of its North Yorkshire
polyhalite project in the United Kingdom. It believes the Project
represents the world's largest high-grade known deposit of
polyhalite, a multi-nutrient form of potash containing potassium,
sulphur, magnesium and calcium. Incorporated in 2003, Sirius
Minerals' shares are traded on the London Stock Exchange's AIM
market (AIM: SXX). Its shares are also traded in the United States
on the OTCQX through a sponsored ADR facility. Further information
on the Company can be found at: www.siriusminerals.com.
Important notice
Forward-looking statements
This announcement contains forward-looking statements. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future and therefore are based on current
beliefs and expectations about future events. Forward-looking
statements are not guarantees of future performance and the Group's
actual operating results 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. In addition, even if the
Group's operating results, financial condition and liquidity, and
the development of the industry in which the Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Accordingly,
prospective investors should not rely on these forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. None of the
Company, the Directors or the Sponsor undertake any obligation nor
do they intend to revise or update any document unless required to
do so by applicable law, the Prospectus Rules, the Disclosure
Requirements or the Transparency Rules.
This announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States") or any other jurisdiction where to do so might
constitute a violation of local securities laws or regulations. 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 U.S. Securities Act of 1933, as amended (the "Securities Act")
or the applicable laws of other jurisdictions.
This announcement is for information purposes only and does not
constitute an offer or invitation to sell or issue or the
solicitation of an offer to buy, acquire or subscribe for shares in
the Company. This announcement does not constitute nor form part of
an offer to sell securities or the solicitation of an offer to buy
securities in the United States. The Ordinary Shares have not been
and will not be registered under the Securities Act or under any
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States. The Ordinary
Shares may not be offered, sold, resold, taken up, transferred,
delivered or distributed, directly or indirectly, into or within
the United States absent registration under the Securities Act or
an available 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. There is no public offer
of the Ordinary Shares in the United States. The Ordinary Shares
may not be offered or sold to, or for the account or benefit of,
any ADR holder. Subject to certain exceptions, no action has been
taken by the Company or by the Sponsor that would permit an offer
of the Ordinary Shares or possession or distribution of this
announcement in any other jurisdiction where action for that
purpose is required, other than the United Kingdom. No public
offering of the shares referred to in this announcement is being
made.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Sponsor or by any of its affiliates or agents as to or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove), which is authorised by
the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the Financial Conduct Authority (the "FCA"),
and the PRA, and Liberum, which is authorised and regulated in the
United Kingdom by the FCA, are each acting exclusively for the
Company and no one else in connection with the proposed Admission,
and will not regard any other person (whether or not a recipient of
this document) as a client in relation to the proposed Admission,
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice, in relation to the proposed Admission or any
other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Sponsor by the Financial Service and Markets
Act 2000, as amended, or the regulatory regime established
thereunder, or by the London Stock Exchange or the AIM Rules, or
under the regulatory regime of any jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, the Sponsor, nor any of its affiliates,
directors, officers, employees or advisers accepts any
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this
announcement, including its accuracy or completeness, or for any
other statement made or purported to be made by it, or on behalf of
it, the Company, the Directors or any other person, in connection
with Admission, and nothing in this document should be relied upon
as a promise or representation in this respect, whether or not to
the past or future. The Sponsor and its affiliates, directors,
officers, employees and advisers accordingly disclaims to the
fullest extent permitted by law all and any responsibility or
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of this announcement or any such statement.
Statements contained in this announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future.
No statement in this announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares.
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
MSCEAFDNASSXEFF
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March 29, 2017 08:01 ET (12:01 GMT)
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