Proposed Placing of Existing Common Shares

Capital Limited

23 June 2023

 

FOR IMMEDIATE RELEASE

23 June 2023

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 CAPITAL LIMITED 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")

Proposed placing of existing common shares in Capital Limited

Capital (LSE: CAPD), a leading mining services company, announces that Jamie Boyton, Chairman of the Company, and Brian Rudd, a founder and Executive Director of Capital Limited (the "Sellers"), have indicated their intention to sell up to a combined 5,000,000 common shares in the Company (the "Placing Shares") (the "Placing") at a placing price of 98.5 pence per Placing Share (the "Placing Price"). The Placing Shares represent approximately 2.6% of the Company's issued share capital.

The Placing is to be conducted by way of an accelerated bookbuild offering to institutional investors. The Company will not receive any proceeds from the Placing. Settlement of the Placing is expected to occur on a T+2 basis, on or around 27 June 2023.

Following completion of the Placing, Jamie Boyton and Brian Rudd will continue to be substantial shareholders in the Company and will remain fully aligned with its success.

Tamesis Partners LLP ("Tamesis") is acting as Bookrunner in relation to the Placing. Bookbuilding will commence immediately and the right is reserved to close the books at any time. The final size of the Placing will be determined after the books have closed. A further announcement will be made following completion of the bookbuild.

The common shares held by the Sellers 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 Bookrunner.

-ENDS-

For further information, please visit Capital's website www.capdrill.com or contact:

Capital Limited	[e-mail]
Peter Stokes, Chief Executive Officer
Rick Robson, Chief Financial Officer
Conor Rowley, Corporate Development & Investor Relations
Tamesis Partners LLP	[phone]
Charlie Bendon	[phone]
Richard Greenfield	[phone]
Buchanan	[phone]
Bobby Morse	[e-mail]
George Pope

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:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO: (A) (I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); AND (B) ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE UK PROSPECTUS REGULATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IN THE EEA, THIS ANNOUNCEMENT IS ADDRESSED ONLY TO AND DIRECTED ONLY AT, PERSONS IN MEMBER STATES WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO: (I) IN THE UNITED KINGDOM, RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH 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 Tamesis or any of its 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, 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 Tamesis to inform themselves about and to observe any applicable restrictions.

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.

 

END