RESULTS OF PLACING

RNS Number : 6128R

Central Asia Metals PLC

22 September 2017

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

22 September 2017

CENTRAL ASIA METALS PLC

RESULTS OF PLACING

Central Asia Metals PLC (CAML or the Company) is pleased to announce the results of the underwritten conditional placing of new and existing ordinary shares of US$0.01 each in the Company (the Placing), announced earlier today.

A total of 49,150,000 new ordinary shares (the Company Placing Shares) and 10,605,875 existing ordinary shares (the Sale Shares and, together with the Company Placing Shares, the Placing Shares) of US$0.01 each in the Company have been conditionally placed by J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (J.P. Morgan Cazenove) and Peel Hunt LLP (Peel Hunt), acting as Joint Bookrunners, and Mirabaud Securities Limited (Mirabaud) acting as lead manager at a price of 230 pence per Placing Share (the Placing Price), raising total proceeds of approximately £137.4 million (approximately $186.6 million) (the Total Proceeds). The Total Proceeds consist of approximately £113.0 million (approximately $153.5 million) of primary proceeds for the Company (Company Proceeds), and approximately £24.4 million (approximately $33.1 million) of secondary proceeds to CBH Europe (Secondary Proceeds).

The Placing Price represents a discount of 9.6 per cent. to the closing price on 1 September 2017, being the last date before the Company's shares were suspended from trading and a discount of 7.8 per cent. taking into account the interim dividend of 6.5 pence which will be paid on 27 October 2017.

The Company Placing Shares represent approximately 43.9 per cent. of the Company's existing issued ordinary share capital. The Sale Shares represent 9.5 per cent. of the Company's existing issued ordinary share capital immediately prior to the issue of the Company Placing Shares. In aggregate, the Placing Shares that have been conditionally placed represent approximately 53.3 per cent. of the Company's existing issued ordinary share capital immediately before the Placing.

The Company Placing Shares will, upon issue, be credited as fully paid and will rank in full for all dividends and other distributions thereafter declared, made or paid and otherwise pari passu with the Existing Ordinary Shares but will not be entitled to the interim dividend declared on 22 September 2017 and to be paid on 27 October 2017. The Sale Shares are credited as fully paid and rank pari passu with the Existing Ordinary Shares although they will be transferred ex dividend of the interim dividend declared on 22 September 2017 and payable on 27 October 2017.

It is currently anticipated that the AIM Admission Document will be posted to shareholders, and trading of CAML's shares will recommence, on 25 September 2017.

Application will be made to the London Stock Exchange for the Company Placing Shares to be admitted to trading on AIM (Admission). It is currently expected that settlement of all of the Placing Shares and Admission will take place at 8.00 a.m. on or around 12 October 2017. The Placing is conditional upon, among other things, the approval of the Acquisition and the Placing by the Company's shareholders at the General Meeting, approval by the Kazakh government for the issue of the Company Placing Shares and the Consideration Shares and Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms. Following Admission the total number of shares in issue in the Company will be 161,219,738 including treasury shares.

The person responsible for arranging the release of this announcement on behalf of CAML is Louise Wrathall, Investor Relations.

All capitalised terms, unless otherwise defined, shall have the meanings ascribed to them in the Proposed Placing announcement released by the Company at 7:02am this morning. 

For further information, please contact:

Central Asia Metals Plc                                                                     [phone]

Nick Clarke, Executive Chairman

Nigel Robinson, Chief Financial Officer

Gavin Ferrar, Business Development Director

Louise Wrathall, Investor Relations 

J.P. Morgan Cazenove                                                                       [phone]

(Joint Bookrunner)

Nicholas Hall

Edward Jack

Edward Digby

Peel Hunt LLP                                                                                    [phone]

(Nominated Adviser and Joint Bookrunner)

Corporate:

Matthew Armitt

Ross Allister

Chris Burrows

ECM Syndicate:                                                                                 [phone]

Alastair Rae

Rory James Duff

Mirabaud Securities Limited                                                             [phone]

(Co Lead Manager)

Peter Krens

Important Notice

Members of the public are not eligible to take part in the Placing. This announcement (including the Appendix) is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such an offer or solicitation may lead to a breach of any applicable legal or regulatory requirements. Persons needing advice should consult with  an independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (FSMA), who specialises in advising on the acquisition of shares and other securities, if that person is in the United Kingdom, or any appropriately authorised person under applicable laws, if that person is located in any other jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

This announcement and the terms and conditions set out in this announcement are directed only at: (a) persons in member states of the European Economic Area (the EEA) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU) and including any relevant implementing directive measure in any member state of the EEA to the extent implemented in the relevant member state  (the Prospectus Directive) (Qualified Investors); (b) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as Relevant Persons). Any investment activity in connection with this announcement and the Placing is only available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. This "Important Notice" section does not itself constitute an offer for sale or subscription of any securities in the Company.

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 any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly to or within the United States or to any US Person, except pursuant to an applicable exemption from, or 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 in the United States. Any offering of the Placing Shares to be made outside the United States will be made in offshore transactions in accordance with Regulation S. 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 (the SEC), any state securities commission or any other regulatory authority in the United States, nor have any such 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.

In Australia, this announcement is directed only at persons to whom an offer of securities can be made without disclosure under Part 6D.2 of the Australian Corporations Act 2001(Cth) ("Australian Corporations Act") because they are either a 'Sophisticated Investor' or 'Professional Investor' for the purposes of sections 708(8) or 708(11) (as applicable) of the Act.  Accordingly: (i) this offer is made solely to the recipient in their capacity as a Sophisticated or Professional Investor; (ii) this offer can only be accepted by the recipient if they are a Sophisticated or Professional Investor; (iii) this announcement does not and is not intended to constitute a disclosure document for the purposes of the Australian Corporations Act; and (iv) neither this announcement nor the offer contained herein can be partially or wholly distributed, published, reproduced, transmitted or otherwise made available or disclosed by recipients to any other person in Australia.

In South Africa, only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act, 2008 (the "SA Companies Act") and/or selected persons who subscribe for Placing Shares at a total contemplated acquisition cost equal to or greater than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the SA Companies Act) and to whom the offer of Placing Shares is specifically addressed, are entitled to participate in the Placing and this announcement should not be distributed, published, reproduced, transmitted or otherwise made available in whole or in part or disclosed by recipients to any person in South Africa who does not fall within the aforementioned categories. Accordingly, (i) the Placing is not an offer to the public as contemplated in the SA Companies Act; and (ii) no prospectus has been filed with the Companies and Intellectual Property Commission in respect of the offer of the Placing Shares. Any acquisition by a South African resident of Shares shall be subject  the Exchange Control Regulations, 1961, as amended, issued in terms of section 9 of the South African Currency and Exchanges Act, 1933 (the Regulations), and South African residents who wish to acquire shares shall be responsible for compliance with the Regulations and for obtaining any approvals that may be required in terms of the Regulations.

The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Selling Shareholder, Peel Hunt, Mirabaud or J.P. Morgan Cazenove 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, other than the United Kingdom. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholder, Peel Hunt, Mirabaud and J.P. Morgan Cazenove to inform themselves about, and to observe, such restrictions. The information contained in this announcement may not be distributed, published, reproduced, transmitted or otherwise made available in whole or in part or disclosed by recipients to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this announcement in whole or in part is unauthorised. Failure to comply with these restrictions may constitute a violation of the Securities Act or the applicable laws of other jurisdictions. Subject to certain exemptions, the securities referred to in this announcement may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or certain other jurisdictions or for the account or benefit of any national resident or citizen of certain jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.

No undertaking, representation or warranty or other assurance express or implied, is or will be made as to, or in relation to, and, aside from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder or any other applicable regulatory regime, no responsibility or liability is or will be accepted by the Company, the Selling Shareholder Peel Hunt, Mirabaud or J.P. Morgan or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, proposed directors, officers, partners or employees or any other person as to or in relation to, the accuracy, completeness, sufficiency or fairness of the information or opinions contained in announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Placing, and any responsibility or liability therefore is expressly disclaimed. In addition, no duty of care or otherwise is owed by any such person to recipients of this document or any other person in relation to this announcement.

Peel Hunt and Mirabaud which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA) and J.P. Morgan which is authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and FCA are acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt, Mirabaud or  J.P. Morgan Cazenove, respectively, nor for providing advice in relation to the Placing. None of Peel Hunt, Mirabaud or J.P. Morgan Cazenove nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt, Mirabaud or J.P. Morgan Cazenove, respectively, in connection with the Placing, any statements in this announcement or otherwise. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Peel Hunt, Mirabaud or J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.

Certain statements contained in this announcement or incorporated by reference into it constitute, or may be deemed to constitute, "forward-looking statements" with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Group and, upon completion of the Acquisition, the Enlarged Group and certain plans and objectives of the directors of the Company with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use forward-looking terminology including words such as "anticipate", "target", "expect", "estimate", "intend", "aim", "plan", "predict", "projects", "continue", "assume", "goal", "believe", "will", "may", "should", "would", "could" or, in each case, their negative, or other variations thereon or words of similar meaning, which  identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. In particular, any statements regarding the Company's strategy, plans, objectives, goals and other future events or prospects are forward-looking statements.

An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

New factors may emerge from time to time that could cause the Group's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties. the Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations 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 and/or information incorporated by reference into it.

Each forward-looking statement speaks only as of the date it was made and is not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by the FSMA, the AIM Rules and/or the Disclosure Guidance and Transparency Rules of the FCA (the Disclosure Guidance and Transparency Rules), none of the Company, the Selling Shareholder, J.P. Morgan Cazenove, Mirabaud or Peel Hunt undertakes any obligation to update or revise these forward-looking statements, and will not publicly release any revisions it may make to these forward- looking statements that may result from new information, events or circumstances arising after the date of this announcement. The Company will comply with its obligations to publish updated information as required by the FSMA, the AIM Rules and/or the Disclosure Guidance and Transparency Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of the Placing 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 Placing Shares.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM Market of 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.

 

END

 

 

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