TIDMCAPD
RNS Number : 8663C
Capital Limited
23 June 2021
FOR IMMEDIATE RELEASE 23 June 2021
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR
OTHER SECURITIES OF CERES POWER HOLDINGS PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This announcement contains inside information as defined in
article 7 of the market abuse regulation no. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Capital Limited
("Capital", the "Group" or the "Company")
Result of placing of existing ordinary shares in Capital Limited
and PDMR Holding
Further to the announcement released earlier today, Brian Rudd,
a founder and Executive Director of Capital Limited, (the "Seller")
has sold, subject to completion, 3,000,000 ordinary shares in the
Company (the "Placing Shares") at a price of 77p per share (the
"Placing Price") (the "Placing"). The Placing Shares represent
approximately 1.6% of the Company's issued share capital.
Settlement of the Placing is expected to occur on or around 25
June 2021. The Company will not receive any proceeds from the
Placing.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Tamesis Partners LLP ("Tamesis") acted as Joint
Bookrunners in relation to the Placing which was conducted by way
of an accelerated bookbuild.
Subsequent to the Placing, the revised shareholding of Brian
Rudd, a PDMR, is 12,105,538 ordinary shares of the Company,
representing approximately 6.4% of the Company's issued share
capital. A copy of the corresponding PDMR notification form is set
out at the end of this announcement and has today been submitted to
the FCA in relation to this transaction.
The ordinary shares held by the Seller following completion of
the Placing will be subject to a 90 calendar day lock-up which is
subject to certain exceptions and may otherwise only be waived with
the consent of the Joint Bookrunners.
-S -
For further information, please visit Capital's website
www.capdrill.com or contact:
Capital Limited +230 464 3250
Jamie Boyton, Executive Chairman investor@capdrill.com
Giles Everist, Chief Financial Officer
Rick Robson, Executive - Corporate Development
Berenberg +44 20 3207 7800
Matthew Armitt
Varun Talwar
Alamgir Ahmed
Detlir Elezi
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
Buchanan +44 20 7466 5000
Bobby Morse capital@buchanan.uk.com
Kelsey Traynor
James Husband
About Capital Limited
Capital Limited is a leading mining services company providing a
complete range of drilling, mining, maintenance and geochemical
laboratory solutions to customers within the global minerals
industry, focusing on the African markets. The Company's services
include: exploration, delineation and production drilling; load and
haul services; mining equipment hire and maintenance; and
geochemical analysis. The Group's corporate headquarters are in
Mauritius and it has established operations in Burkina Faso,
Cameroon, Côte d'Ivoire, Egypt, Guinea, Mali, Mauritania, Nigeria,
Saudi Arabia and Tanzania.
Important Notice
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN 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
RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) 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 relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Berenberg, Tamesis, or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of U.S., Canadian,
Australian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, the Company,
Berenberg, Tamesis or any of their respective affiliates that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution
of this announcement or any other offering or publicity material
relating to the Placing Shares, in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required by Berenberg and Tamesis to inform
themselves about and to observe any applicable restrictions.
Berenberg, which is regulated by the Federal Financial
Supervisory Authority in Germany and subject to limited supervision
by the Financial Conduct Authority in the United Kingdom, is acting
only for the Seller in connection with the Placing and will not be
responsible to anyone other than the Seller for providing the
protections offered to the clients of Berenberg, nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Tamesis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting solely for the Seller
in connection with the Placing and will not be responsible to
anyone other than the Seller for providing the protections offered
to the clients of Tamesis, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
Notification of transactions by PDMRs
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Brian Rudd
-------------------------------- ------------------------------
2. Reason for the notification
----------------------------------------------------------------
a. Position/status Executive Director
-------------------------------- ------------------------------
b. Initial notification/Amendment Initial notification
-------------------------------- ------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a. Name Capital Limited
-------------------------------- ------------------------------
b. LEI 213800XG175G91JW8W37
-------------------------------- ------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------
a. Description of the Common shares of $0.0001 each
Financial instrument, BMG022411000
type of instrument
Identification code
-------------------------------- ------------------------------
b. Nature of the transaction Sale of ordinary shares
-------------------------------- ------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
77p 3,000,000
----------
-------------------------------- ------------------------------
d. Aggregated information See above
Aggregated volume
Price
-------------------------------- ------------------------------
e. Date of the transaction 23 June 2021
-------------------------------- ------------------------------
f. Place of the transaction London Stock Exchange
-------------------------------- ------------------------------
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