Publication of Prospectus

RNS Number : 4609F

Beowulf Mining PLC

16 November 2020

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

The information contained 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.

16 November 2020

Beowulf Mining plc

("Beowulf" or the "Company")

Publication of Prospectus

Beowulf (AIM: BEM; Spotlight: BEO) announces, further to the announcement of 6 November 2020, that the Prospectus in respect of the Capital Raising (the "Prospectus") has been approved by the Financial Conduct Authority and has been published by the Company.

The Prospectus will shortly be available to view on the Beowulf website at https://beowulfmining.com/investors/capital-raising-2020/ . The Prospectus will also be made available to view on the Sedermera Fondkommission and Spotlight Stock Market web pages at www.sedermera.se and www.spotlightstockmarket.com .

A copy of the Prospectus has also been submitted to the National Storage Mechanism and will be available in due course at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .  

The Company has requested that the Financial Conduct Authority passports the Prospectus into Sweden pursuant to the Prospectus Regulation (EU) No 2017/1129.

The Company expects to post the Prospectus to Qualifying Shareholders on 17 November 2020.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the announcement titled "Beowulf launches a partially secured capital raise" made by the Company on 6 November 2020.

Enquiries:

Beowulf Mining plc
Kurt Budge, Chief Executive Officer	Tel: [phone]
SP Angel (UK Financial Adviser, Nominated Adviser & Broker)
Ewan Leggat / Stuart Gledhill	Tel: [phone]
Sedermera Fondkommission	Tel:  [phone]
Swedish Financial Adviser and Broker
Bird & Bird
Legal adviser to the Company as to Swedish law	Tel:  [phone]
Blytheweigh
Tim Blythe / Megan Ray	Tel: [phone]

Further information

This announcement is not intended to, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for or buy, or an invitation to subscribe for or to purchase any securities, or an offer to acquire via tender offer or otherwise any securities, or the solicitation of any vote, in any jurisdiction.

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 SP Angel Corporate Finance LLP ("SP Angel") or Sedermera Fondkommission or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

A copy of the Prospectus is available on the Company's website at  https://beowulfmining.com/investors/capital-raising-2020/   provided that the Prospectus is not available (whether through the website or, subject to certain exceptions, otherwise) to persons in a Restricted Jurisdiction or, until it is passported into Sweden, to persons in Sweden.

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. The Prospectus provides further details of the New Ordinary Shares and the New SDRs being offered pursuant to the Capital Raising and is available on the Company's website. This announcement is not a prospectus (or a prospectus equivalent document) but comprises an advertisement for the purposes of paragraph 3.3.1 of the Prospectus Regulation Rules made under Part VI of the Financial Services and Markets Act 2000 ("FSMA"), as amended and has been prepared solely in connection with the Capital Raising. Investors should not acquire any New Ordinary Shares or New SDRs referred to in this announcement except on the basis of the information contained in the Prospectus. This announcement is for informational purposes only and does not purport to be complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

SP Angel, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and financial adviser exclusively for the Company and no-one else in connection with the Capital Raising, this announcement and AIM Admission and will not regard any other person (whether or not a recipient of this announcement) as a client of SP Angel in relation to the Capital Raising, this announcement or AIM Admission or any arrangement referred to in, or information contained in, this announcement and will not be responsible for providing the protections afforded to SP Angel's clients nor for giving advice in relation to the Capital Raising, this announcement or AIM Admission, or any arrangement referred to or information contained in this announcement.

Sedermera Fondkommission is acting as the financial adviser to, and is providing issuing services for, the Company in relation to the SDR Rights Issue. Sedermera Fondkommission is a secondary business name of ATS Finans AB. Sedermera Fondkommission has assisted the Company in the preparation of this announcement. The Directors are responsible for the contents of this announcement and Sedermera Fondkommission and ATS Finans AB disclaim all responsibility in relation to Shareholders and SDR Holders and for other direct or indirect consequences as a result of investment decisions or other decisions based on the information in this announcement.

The Company, SP Angel and Sedermera Fondkommission and any of their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where required to do so under applicable law.

The Swedish Subscription Rights, the Paid Subscribed SDRs, the New Ordinary Shares and the New SDRs have not been and will not be registered under the US Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States or any other Restricted Jurisdiction.

The Swedish Subscription Rights, the Paid Subscribed SDRs, the New Ordinary Shares and the New SDRs have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Swedish Subscription Rights, the Paid Subscribed SDRs, the New Ordinary Shares and the New SDRs or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the Swedish Subscription Rights, the Paid Subscribed SDRs, the New Ordinary Shares and the New SDRs in the United States.

 

END

 

 

PDIFFSFDMESSEDF