Publication of Prospectus

RNS Number : 8565D

Aminex PLC

11 July 2016

 

NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") published by Aminex plc ("Aminex" or the "Company") today in connection with the admission of ordinary shares in the capital of the Company (the "Shares") to the Official Lists of the Irish Stock Exchange plc (Irish Stock Exchange") and the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange"), ("Admission"). A copy of the Prospectus will be available on the Company's website (www.aminex-plc.com). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever

11 July 2016

Aminex plc

("Aminex" or "the Company")

Publication of Prospectus

The Board of Aminex is pleased to advise that a prospectus in relation to the proposed Capital Raise (the "Prospectus") was approved today (11 July 2016) by the Central Bank of Ireland, as competent authority under the Prospectus Directive.  The Prospectus will be available today, free of charge, in electronic format to Qualifying Shareholders on the Company"s website at www.aminex-plc.com and in printed format until 3 August 2016 at the Company"s registered office at 6 Northbrook Road, Dublin 6, Ireland and at the offices of Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland and at the offices of Shore Capital, Bond Street House, 14 Clifford Street, London W1S 4JU, United Kingdom.

The Prospectus has been submitted to the national storage mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM and the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.  The documents incorporated by reference therein have already been submitted to the national storage mechanism and are available for inspection at: www.morningstar.co.uk/uk/NSM.

Application will be made to the Irish Stock Exchange and to the UK Listing Authority for up to 1,499,691,550 New Ordinary Shares to be admitted to listing on the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for admission for such New Ordinary Shares to trading on their respective regulated markets for listed securities.  It is expected that such Admission will become effective and that dealings will commence in respect of the Cornerstone Shares and the Placing Shares 3 August 2016 and the Open Offer Shares on 5 August 2016. The New Ordinary Shares will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the Ordinary Shares in issue at the date of this Prospectus, save that the Cornerstone Placing Shares and the Placing Shares do not carry an entitlement to participate in the Open Offer.

All capitalised/defined terms in this announcement have the same meaning as those contained in the Prospectus.

 

For further information:
Aminex
Jay Bhattacherjee, Chief Executive Officer	Tel: [phone]
Davy
Brian Garrahy / Matthew DeVere White	Tel: [phone]
Shore Capital
Jerry Keen / Stephane Auton	Tel: + 44 (0) 20 7408 4090
Camarco
Billy Clegg / Gordon Poole	Tel: [phone]

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This announcement has been issued by and is the sole responsibility of the Company.

J&E Davy ("Davy") (each of which is regulated in Ireland by the Central Bank of Ireland) and Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited (together "Shore Capital", which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the matters described herein and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Davy or Shore Capital respectively nor for providing advice in connection with this announcement. None of Davy, Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors have authorised the contents of, or any part of, this document.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of Davy or Shore Capital or any of their respective affiliates, their respective directors, officers, employees, agents, advisors or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Cornerstone Placing, the Placing, the Open Offer or Admission and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, to the extent permitted by law, no liability whatsoever (including whether arising in tort, contract or otherwise) is accepted by Shore Capital or Davy or any of such persons" directors, officers, employees, agents, advisors or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this document or such information or opinions contained herein or otherwise arising in connection herewith.

Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, Switzerland, New Zealand, South Africa or Japan or any other jurisdiction where it would be unlawful to do so.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the New Ordinary Shares to be issued or sold in connection with the Cornerstone Placing and/or Placing and/or Open Offer.

This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Cornerstone Placing, the Placing or the Open Offer. A Prospectus relating to the Open Offer will be prepared and made available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. Any decision to invest in Aminex under the Open Offer must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.

This announcement contains certain "forward‐looking statements" regarding the belief or current expectations of the Group, the Directors and other members of its senior management about the Company"s financial condition, results of operations and business and the transactions described in this announcement. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target". "goal", "would" or their negative variations or similar expressions identify forward‐looking statements.

Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions, speak only as at the date they are made and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the Company will generate a particular rate of return. Each of Davy and Shore and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The offer of securities in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, this announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein (the "Securities")  have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of Securities in the United States.

The New Ordinary Shares are only suitable for investors who understand the potential risks of capital loss and that there may be limited liquidity in the New Ordinary Shares and Existing Ordinary Shares and who fully understand and are willing to assume the risks involved. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Open Offer. The value of Ordinary Shares can decrease as well as increase. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, of the United Kingdom, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom.  Potential investors should consult a professional adviser as to the suitability of ordinary shares for the person concerned. Past performance is no guide to future performance.

The distribution of this announcement may be restricted by law and the persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 The contents of this announcement are not to be construed as legal, financial or tax advice.  Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

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