TIDMSXX
RNS Number : 1746H
Sirius Minerals Plc
11 March 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO
11 March 2015
Sirius Minerals Plc
Results of Placing
The Directors of Sirius Minerals Plc ("Sirius" or the "Company")
announce the successful completion of the placing (the "Placing")
announced earlier today.
A total of 225,978,103 new ordinary shares in the Company (the
"Placing Shares") have been placed by Liberum Capital Limited and
Macquarie Capital (Europe) Limited (together the "Joint
Bookrunners") and WH Ireland Limited (together with the Joint
Bookrunners, the "Managers") at a price of 7 pence per Placing
Share (the "Placing Price"). Based on the Placing Price, the net
proceeds of the Placing will be approximately GBP15.0 million
(approximately US$22.5 million). The Placing Shares being issued in
the Placing represent approximately 11.8 per cent of the Company's
issued ordinary share capital prior to the Placing. The Placing is
not underwritten.
Chris Fraser, Managing Director and CEO of Sirius,
commented:
"We are pleased to announce the result of today's significantly
oversubscribed placing and acknowledge the significant support
shown by both new and existing shareholders. The proceeds raised
not only strengthen the balance sheet but also allow us to maintain
the development momentum at our flagship York Potash Project."
The Placing Price represents a discount of approximately 8.5 per
cent to the closing middle market price per Ordinary Share on 10
March 2015 on the AIM Market of the London Stock Exchange plc
("AIM").
Conditional on the Placing, Scrimshaw Nominees Pty Limited as
trustee for the Scrimshaw Superannuation Fund, of which Russell
Scrimshaw is a beneficiary, has agreed to subscribe for 714,286 new
ordinary shares in the Company at the Placing Price (the
"Chairman's Subscription"). Conditional on the Placing, Lord Hutton
of Furness has agreed to subscribe for 28,571 new ordinary shares
in the Company at the Placing Price (together with the Chairman's
Subscription, the "Directors' Subscriptions").
Following the Directors' Subscriptions, Russell Scrimshaw will
have a beneficial interest in 40,133,504 ordinary shares in the
Company which will represent 1.88 per cent of the Company's total
voting rights after completion of the Placing and Lord Hutton of
Furness will have a beneficial interest in 28,571 ordinary shares
in the Company.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of Sirius, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Application has been made for admission of the Placing Shares
(including the new ordinary shares to be issued pursuant to the
Directors' Subscriptions) to trading on AIM ("Admission"). It is
expected that Admission will take place and that trading will
commence on AIM at 8.00 a.m. on 16 March 2015 (the "Closing Date")
and in any event no later than 26 March 2015.
For the purposes of the Disclosure and Transparency Rules, the
Company's total issued share capital following completion of the
Placing will comprise 2,136,261,436 ordinary shares with one voting
right per share. The Company has no shares in treasury. The above
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.
For further information please contact:
In relation to the Placing:
NOMAD / Joint Joint Global Co-ordinator Co-Bookrunner
Global / / Joint Broker
Co-ordinator Joint Bookrunner
/ Joint Bookrunner / Joint Broker
/ Joint Broker
Macquarie Capital Liberum Capital WH Ireland Limited
(Europe) Limited Limited
Ken Fleming, Fergus Clayton Bush, Adrian Hadden
Marcroft, Nick Jill Li
Stamp
Tel: +44 20 3037 Tel: +44 20 3100 Tel: +44 20 7220
2000 2222 1666
-------------------- -------------------------- -------------------
Media and General Enquiries:
Investor Relations Media Enquiries - Tavistock
Email: ir@siriusminerals.com Jos Simson, Mike Bartlett,
Emily Fenton
Tel: +44 8455 240 247 Tel: +44 20 7920 3150
----------------------------- ----------------------------
About Sirius Minerals Plc
Sirius Minerals is a potash development company with properties
in the United Kingdom (North Yorkshire) and the United States
(North Dakota). Its primary focus is the development of the York
Potash Project which 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' shares are traded on the London Stock Exchange's
AIM market. 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
Risk Statement
This Announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or the Republic of
South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in the United States, Australia,
Canada, Japan or the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such
jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. The Placing
Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended ("Securities Act"), and
may not be offered, sold or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. Any offering to be made in the
United States will be made to a limited number of "qualified
institutional buyers" ("QIBs") within the meaning of Rule 144A
under the Securities Act pursuant to an exemption from registration
under the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act ("Regulation S"). No public offering of the Placing Shares is
being made in the United States, United Kingdom 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
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.
Macquarie Capital (Europe) Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company in connection with the Placing and no one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Macquarie Capital (Europe)
Limited nor for providing advice in relation to the Placing or any
other matter referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting for the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
WH Ireland Limited, which is authorised and regulated by the
Financial Conduct Authority, is acting for the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of WH Ireland Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Managers 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. Persons into whose possession this
Announcement comes are required by the Company and the Managers to
inform themselves about, and to observe, any such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Company's intention, beliefs and current
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking 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. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the
development of the Company's operations, markets and the industry
in which it operates, may differ materially from those described
in, or suggested by, the forward-looking statements contained in
this Announcement. A number of factors could cause developments to
differ materially from those expressed or implied by the
forward-looking statements including, without limitation, general
economic and business conditions, industry trends, competition,
changes in regulation or government, changes in business strategy,
political and economic uncertainty and other factors.
The information contained in this Announcement is subject to
change without notice and, except as required by applicable law or
the AIM Rules for Companies, the Company does not assume any
responsibility or obligation to update publicly or review any of
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement. No statement in this Announcement
is or is intended to be a profit forecast 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. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to AIM.
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 Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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