TIDMSXX
RNS Number : 2741D
Sirius Minerals Plc
25 April 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, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH
THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement 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.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Any offer to acquire
shares pursuant to the admission of the Company's shares to the
premium listing segment of the Official List of the FCA and to
trading on the London Stock Exchange's main market for listed
securities will be made, and any investor should make his
investment decision, solely on the basis of the information that is
contained in the Prospectus published by the Company in connection
with the admission of the Company's shares to the premium listing
segment of the Official List of the FCA and to trading on the
London Stock Exchange's main market for listed securities.
25 April 2017
Sirius Minerals Plc
Publication of Prospectus & appointment of Senior
Independent Director
Further to the announcement by Sirius Minerals Plc (the
"Company") on 28 March 2017, the Company is pleased to announce
that the UK Listing Authority has approved the Prospectus in
relation to the admission of the Company's shares to the premium
listing segment of the Official List of the FCA and admission to
trading on its Main Market for listed securities ("Admission"). In
addition, the Company today announces the appointment of Noel
Harwerth as Senior Independent Director of the Company with
immediate effect.
It is expected that Admission will become effective and that
dealings will commence at 8.00 am on 28 April 2017. Trading in the
Company's shares on AIM will be cancelled simultaneously with
Admission.
The Company is not raising any funds or issuing any new shares
in connection with Admission. The Company's TIDM code on the London
Stock Exchange will continue to be SXX and its ISIN will remain
GB00B0DG3H29 and its SEDOL number B0DG3H2. On Admission, the
Company's issued share capital will be 4,164,514,405 shares.
The Prospectus will be made available in electronic form on the
Company's website at www.siriusminerals.com, and will be available
for inspection at the Company's registered office at 3rd Floor,
Greener House, 68 Haymarket, London SW1Y 4RF, United Kingdom
between the hours of 9.30 am and 5.30 pm on any Business Day. The
Prospectus will also be submitted to the National Storage
Mechanism, where it will be available for inspection at
www.morningstar.co.uk/uk/nsm.
Expected timetable
Publication of Prospectus 25 April 2017
Last day of trading of the Shares 27 April 2017
on AIM
Expected delisting of the Shares 8.00 am on 28
from AIM April 2017
Expected admission of the Shares 8.00 am on 28
to the Official List April 2017
Expected commencement of dealings 8.00 am on 28
of the Shares on the Main Market April 2017
The times and dates set out in the expected timetable of
principal events above and mentioned in this document, and in any
other document issued in connection with Admission are subject to
change by the Company, in which event details of the new times and
dates will be notified to the UKLA, the London Stock Exchange and,
where appropriate, shareholders.
Senior Independent Director appointment
The Company is pleased to announce the appointment of Noel
Harwerth as Senior Independent Director of the Company with
immediate effect. Noel joined the Board as an independent
non-executive director in July 2015 and is a member of the
Company's Audit Committee and Nominations Committee.
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 development of its North Yorkshire polyhalite
project in the United Kingdom. It has the world's largest and
highest grade deposit of polyhalite, a multi-nutrient form of
potash containing potassium, sulphur, magnesium and calcium.
Incorporated in 2003, Sirius Minerals Plc's shares will, until 28
April 2017, be traded on the London Stock Exchange's AIM market.
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, neither 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
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April 25, 2017 08:10 ET (12:10 GMT)
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