TIDMKRPZ
RNS Number : 2917J
Kropz PLC
03 December 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR TRANSMITTED,
DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF
ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
3 December 2018
Kropz Plc
("Kropz" or the "Company")
Update on offer for Cominco Resources Limited ("Cominco"),
Issue of Shares and Total Voting Rights
Kropz Plc (AIM: KRPZ), an emerging African producer of plant
nutrient feed minerals, is pleased to announce that its offer for
Cominco had its Final Closing at 1pm (London time) on 30 November
2018 and that the Company has received in aggregate valid
acceptances in respect of 98.97 per cent. of the ordinary shares of
Cominco ("Cominco Shares").
As stated in the Admission Document, as Kropz has received
acceptances under the Offer in respect of 90 per cent. or more of
the Cominco Shares and the Offer has been declared unconditional in
all respects, Kropz intends to apply the provisions of section 176
of the BVI Business Companies Act 2004 to compulsorily redeem any
outstanding Cominco Shares held by the remaining Cominco
Shareholders.
The further acceptances of the Offer are in respect of
13,016,470 Cominco Shares for which a further 21,652,475 Ordinary
Shares of Kropz will be issued. Application will be made for these
additional 21,652,475 Ordinary Shares to be admitted to trading on
AIM with admission expected at 8am (London time) on 7 December
2018.
Following the issue of the further consideration shares, the
total number of Ordinary Shares will be 261,881,253. This figure
may be used by shareholders as the denominator for the calculations
by which they determine if they are required to notify their
interest in, or a change of their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
As a result of the further acceptances of the Offer, Teh Hong
Investment Holdings Limited will become a significant shareholder
of Kropz and the interests of all other significant shareholders
will be diluted. The following table sets out the resultant
significant shareholders of Kropz.
Name of Shareholder No. of Ordinary Shares % of enlarged share
capital
ARC Fund (1) (2) 125,103,064 47.8%
Kropz International
(1) (2) (3) 51,587,817 19.7%
Ackerman Group Holdings
Limited 18,073,368 6.9%
R & H Trust Co (Guernsey)
Limited as Trustees
of The Resource Securities
Trust 17,481,224 6.7%
Teh Hong Investment
Holdings Limited 15,637,012 (4) 6.0%
Macquarie Bank Limited 11,633,045 4.4%
(1) In the event that the ARC Fund falls below 50.5% as a result
of additional acceptances of the offer for Cominco, Kropz
International has undertaken to the ARC Fund to transfer to it such
number of Ordinary Shares for nil consideration as are needed to
ensure the ARC fund shareholding is above 50.5%. As a result of the
further acceptances, the holding of the ARC Fund in Kropz has
decreased to below 50.5 per cent. of the issued share capital. As a
consequence of this, under the arrangements between the ARC Fund
and Kropz International outlined in the Admission Document, Kropz
International has agreed not to vote 20,000,000 Ordinary Shares it
holds for a period of 12 months, due to the lock-ins provided by
Kropz International at Admission.
(2) Kropz International and the ARC Fund have entered into an arrangement pursuant to which Kropz International has granted to the ARC Fund a call option over 50 per cent. of its shareholdings. The call option over Kropz International's Ordinary Shares can be exercised by the ARC Fund if the value of the ARC Fund's shareholding on the second anniversary of Admission is 20 per cent. lower than its value at Admission. The call option has an alternative settlement of cash or assets, if the transfer of the Ordinary Shares would require the transferee to make a Rule 9 offer for the Company pursuant to the City Code.
(3) Mike Nunn, a director of Kropz, holds his beneficial
interest in Kropz through Kropz International.
(4) Of these, 7,755,958 Ordinary Shares held by Teh Hong
Investment Holdings Limited will be subject to a 12 month lock in
on the same terms as set out in Admission Document.
Meridian Investment Group PTE Ltd, a Cominco Shareholder, which
has accepted the Offer and has received 5,600,246 Ordinary Shares
in Kropz as consideration has agreed that 2,776,200 Ordinary Shares
will be subject to a 12 month lock in. Meridian Investment Group
PTE Ltd has also agreed to enter into an undertaking that for a
further period of 12 months thereafter, that they will only dispose
of such Ordinary Shares through H&P or Mirabaud (or the
Company's then retained broker) in order to maintain an orderly
market in the Ordinary Shares, save in certain circumstances.
Any defined terms in this announcement shall have the same
meaning as in the Admission Document unless otherwise
specified.
Chief Executive Officer, Ian Harebottle, commented:
"It is pleasing to see the additional acceptances that were
received following our admission to London's AIM Market on Friday
the 30(th) November. Kropz is now well positioned to develop this
suite of assets, with a pipeline of projects at various stages of
development and looks forward to bringing each of these on stream,
in time and within our targeted budgets.
"Gaining this additional level of control of Cominco, and its
underlying Hinda phosphate project, will allow us to direct more of
our attention towards this asset and should certainly assist in the
process of developing it in to a world class operating mine.
"I'd like to welcome our new shareholders on board at the listed
company level, as they join us on this exciting journey."
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information visit www.kropz.com or contact:
Kropz Plc
Ian Harebottle (CEO) +27 (0) 21 930
Michelle Lawrence 0927
Nominated Adviser
Grant Thornton UK LLP
Richard Tonthat
Samantha Harrison +44 (0) 20 7383
Ben Roberts 5100
Joint Broker
Hannam & Partners
Andrew Chubb +44 (0)20 7907
Ernest Bell 8500
Joint Broker
Mirabaud Securities
Ltd
Rory Scott +44 (0)20 3167
Edward Haig-Thomas 7221
Financial Public Relations & Investor
Relations (UK)
Tavistock
Emily Fenton +44 (0) 207 920
Gareth Tredway 3150
Jos Simson kropz@tavistock.co.uk
Public Relations (South Africa)
Russell & Associates
Charmane Russell +27 (0)11 880 3924
James Duncan charmane@rair.co.za
About Kropz Plc
Kropz is an emerging plant nutrient producer with an advanced
stage phosphate mining project in South Africa, a phosphate project
in the Republic of Congo and an exploration asset in Ghana. The
vision of the Group is to become a leading independent phosphate
rock producer and to develop into an integrated, mine-to-market
plant nutrient company focusing on sub-Saharan Africa.
Kropz's Elandsfontein Phosphate Project is a near-term producing
asset in South Africa's Western Cape Province, close to export
infrastructure and primed to take advantage of a recovery in
phosphate prices.
The Company's medium-term development asset is the Hinda
Phosphate Project in the RoC.
The Company has also secured a prospecting right in Ghana, to
undertake further exploration work on the Aflao Project, the
potential extension of the well-known, high grade and historically
exploited Hahotoe-Kpogame-Kpeme deposit in Togo.
Important information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Offer will be made solely by means of the
Offer Document or any document by which the Offer is made which
will contain the full terms and conditions of the Offer, including
details of how to vote in respect of the acquisition.
Neither this announcement, nor the information contained within
it, is for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia) (collectively, the "United States"),
Australia, Canada, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement or the
information contained within it may be restricted by law in certain
jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the shares
referred to herein to any person in any jurisdiction, including the
United States, Australia, Canada, or Japan or in any jurisdiction
to whom or in which such offer or solicitation is unlawful.
The information in this announcement does not constitute or form
part of any offer or an invitation or solicitation or advertisement
to purchase and/or subscribe for securities in South Africa,
including an offer to the public for the sale of, or subscription
for, or an invitation or the solicitation of an offer to buy and/or
subscribe for, securities as defined in the South African Companies
Act, No 71 of 2008 (as amended) ("Companies Act") or otherwise and
will not be distributed to any person in South Africa in any manner
that could be construed as an offer to the public as contemplated
in the Companies Act. The information in this announcement is only
addressed to and directed at persons in South Africa who fall
within one of the categories listed in section 96(1)(a) of the
South African Companies Act ("South Africa Relevant Persons").
Furthermore, the information in this announcement does not
constitute a prospectus registered and/or issued in terms of the
Companies Act.
The shares referred to herein may not be offered or sold,
transferred or delivered directly or indirectly, in the United
States unless registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or offered in a transaction
exempt from, or not subject to, the registration requirements of
the US Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. The shares referred to herein have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, the Republic of South Africa
or Japan. There will be no public offer of the shares in the United
States, Australia, Canada, the Republic of South Africa or Japan.
The shares referred to herein may not be offered or sold in
Australia, Canada, the Republic of South Africa or Japan or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada, the Republic of South Africa or Japan.
Each of GT, H&P and Mirabaud, which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
are acting exclusively for the Company and no-one else in
connection with Admission. They will not regard any other person as
their respective clients in relation to Admission and will not be
responsible to anyone other than the Company for providing the
regulatory protections afforded to their respective clients, nor
for providing advice in relation to the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
None of GT, H&P or Mirabaud have authorised or approved the
contents of, or any part of, this announcement. No reliance may be
placed, for any purpose whatsoever, on the information or opinions
contained in this announcement or on its completeness. To the
fullest extent permitted by applicable law or regulation, no
representation or warranty, express or implied, is made by GT,
H&P and/or Mirabaud, nor any of their respective parent or
subsidiary undertakings or the subsidiary undertakings of any such
parent undertakings or partners, directors, officers, employees,
advisers or agents, as to any of the contents of this announcement,
including its accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
ENDS
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBLBDDUUGBGIX
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December 03, 2018 12:02 ET (17:02 GMT)
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