TIDMSXX
RNS Number : 0928Q
Sirius Minerals Plc
24 November 2016
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 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.
24 November 2016
Sirius Minerals Plc
Results of General Meeting
Sirius Minerals Plc (the "Company") previously announced on 3
November 2016 the publication of a Circular in connection with a
General Meeting of the Company, to be held at 11.00 am on 24
November 2016 at De Vere West One, 9-10 Portland Pl, Marylebone,
London W1B 1PR, United Kingdom.
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's announcement
of 2 November 2016.
The Company announces that the Resolutions as set out in the
notice of the General Meeting appended to the Circular were passed
at its General Meeting held today. A poll was conducted on each
Resolution proposed at the General Meeting and the number of votes
cast for and against each of the Resolutions, and the number of
votes withheld, are detailed below.
Russell Scrimshaw, Chairman, commented:
"Today's successful General Meeting concludes the Stage 1
Financing and delivers a major milestone for Sirius Minerals. The
financing has taken a huge amount of work and dedication from
everyone at the Company and also from those that support our
business. We are now focussed on the construction programme ahead
and the path to first production for our North Yorkshire polyhalite
project.
"I would like to thank our management team for their immense
efforts in putting in place a financing package that is the
second-largest UK mining equity issue on the London Stock Exchange
since 2012 and the largest convertible bond to be issued by an AIM
company.
"This has been an outstanding result for Sirius, but we believe
it only represents the end of the beginning. I would like to thank
all of our shareholders and supporters, old and new, in getting us
to this point and look forward to their ongoing support as we seek
to achieve further significant project development progress in the
months and years ahead."
Resolution For % Against % Withheld* Total Votes Cast
--- --------------------------------------- -------------- ------ ---------- ----- ---------- -----------------
To authorise the Directors to allot
shares and/or grant rights to
subscribe for, or convert
any security into, shares up to an
aggregate nominal amount of
GBP9,259,139 in connection
with the Firm Placing and Placing and
Open Offer, the Royalty Financing
Ordinary Shares in
connection with the Royalty Financing
and the issuance of the Convertible
Bonds and upon each
1 Convertible Bond Conversion. 1,101,962,827 99.59 4,483,853 0.41 130,013 1,106,576,693
--- --------------------------------------- -------------- ------ ---------- ----- ---------- -----------------
Resolution For % Against % Withheld* Total Votes Cast
------------------------------------------- -------------- ------ ---------- ----- ---------- -----------------
2 To authorise the Directors to allot 1,101,623,251 99.59 4,589,173 0.41 324,702 1,106,537,126
shares and dis-apply pre-emption
rights in connection
with the Firm Placing and Placing and
Open Offer, the Royalty Financing
Ordinary Shares in
connection with the Royalty Financing
and the issuance of the Convertible
Bonds and upon each
Convertible Bond Conversion up to an
aggregate nominal amount of
GBP9,259,139.**
--- --------------------------------------- -------------- ------ ---------- ----- ---------- -----------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.
** Passed as a special resolution.
The Firm Placing and Placing and Open Offer are conditional on
(i) the Resolutions being passed at the General Meeting and (ii)
the Placing and Open Offer Agreement otherwise becoming
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission. The conditions
contained in the Placing and Open Offer Agreement include, inter
alia, (i) the Royalty Financing Agreement (which comprises a US$250
million royalty purchase amount and a US$50 million equity
subscription) not having been terminated prior to Admission, (ii)
the Subscription Agreement in connection with the Convertible Bond
Offering having been entered into and not having been terminated
prior to Admission, and (iii) Admission becoming effective by not
later than 8.00 am on 29 November 2016 (or such later time and/or
date as the Company and the Joint Bookrunners may agree).
Application will be made to the London Stock Exchange for the
New Ordinary Shares issued in connection with the Firm Placing and
Placing and Open Offer to be admitted to trading on AIM. It is
expected that Admission will become effective, and that dealings in
the New Ordinary Shares will commence on AIM, at 8.00 am on 28
November 2016.
Copies of all the resolutions passed will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/nsm.
The total number of Ordinary Shares in issue at the record date
and time for voting is 2,313,619,115. Proxy appointments were
received from shareholders holding 1,105,942,160 and 1,105,902,593
Ordinary Shares for resolutions one and two respectively,
representing 47.80 and 47.79 per cent of the issued share
capital.
Next steps
Preparation works including further geotechnical studies on site
are due to begin immediately. Highways improvements are scheduled
to begin in the new year, with the detailed site preparation works
targeted for quarter two next year. There will be a gradual ramp up
of construction related activity and the Company intends to update
the market accordingly and at regular intervals in the future.
This announcement is released by Sirius Minerals Plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Firm Placing and Placing and Open Offer
and the Stage 1 Financing described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Tristan Pottas, Investor Relations
Manager.
For further information, please contact:
Sirius Minerals Plc Tristan Pottas Tel: +44 845
Investor Relations Email: ir@siriusminerals.com 524 0247
Manager
------------------------- ------------------------------- ----------------
Joint Bookrunner Tel: +44 20
J.P. Morgan Cazenove Ben Davies, Jamie 7742 4000
Riddell, Charlie
Joint Bookrunner and Pretzlik, James
NOMAD Deal Tel: +44 20
Liberum Capital Limited 3100 2222
Clayton Bush,
Neil Elliot,
Steve Tredget,
Jill Li
Co-Lead Managers
WH Ireland Adrian Hadden Tel: +44 20
Shore Capital Jerry Keen, Mark 7220 1666
Percy [Tel: +44
20 7468 7964]
------------------------- ------------------------------- ----------------
Media Enquiries Tel: +44 20
Tavistock Jos Simson, Mike 7920 3150
Bartlett,
Emily Fenton
------------------------- ------------------------------- ----------------
About Sirius Minerals Plc
Sirius Minerals Plc is a fertilizer development company focused
on the development of its North Yorkshire polyhalite project,
located in North Yorkshire, 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 Plc's shares are 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. None of
the Company, the Directors, the Joint Bookrunners or the Co-Lead
Managers 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 Excluded Territory 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 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 New
Ordinary Shares to or by anyone in any Excluded Territory or to any
person to whom it is unlawful to make such offer or invitation or
undertake such solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in any Excluded
Territory or to, or for the account or benefit of any national
resident or citizen of any Excluded Territory. This announcement
does not constitute an extension into the United States of the
offer mentioned in this announcement, nor does it constitute nor
form part of an offer to sell securities or the solicitation of an
offer to buy securities in the United States. The New 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 New 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
will be no public offer of the New Ordinary Shares in the United
States. The New 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 Joint
Bookrunners that would permit an offer of the New Ordinary Shares
or possession or distribution of this announcement in the Excluded
Territories or 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 in any
Excluded Territory or elsewhere.
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
Joint Bookrunners or the Co-Lead Managers or by any of their
respective 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 Cazenove, which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the FCA, and the PRA, and Liberum, Shore Capital and
W.H. Ireland, each of 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 Firm
Placing and Placing and Open Offer and Admission, and will not
regard any other person (whether or not a recipient of this
document) as a client in relation to the proposed Firm Placing and
Placing and Open Offer or 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 Firm Placing and Placing and Open Offer or
Admission or any other matter referred to in this announcement.
The New Ordinary Shares to be issued pursuant to the Firm
Placing and Placing and Open Offer will not be admitted to trading
on any stock exchange other than on AIM, a market operated by the
London Stock Exchange.
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
ROMLZLFLQFFXFBQ
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