Kropz PLC

Update on offer for Cominco Resources

RNS Number : 2917J
Kropz PLC
03 December 2018



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)



Kropz International (1) (2) (3)



Ackerman Group Holdings Limited



R & H Trust Co (Guernsey) Limited as Trustees of The Resource Securities Trust



Teh Hong Investment Holdings Limited

15,637,012 (4)


Macquarie Bank Limited



(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 30th 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 or contact:

Kropz Plc


Ian Harebottle (CEO)

Michelle Lawrence



+27 (0) 21 930 0927

Nominated Adviser

Grant Thornton UK LLP

Richard Tonthat

Samantha Harrison

Ben Roberts

+44 (0) 20 7383 5100


Joint Broker


Hannam & Partners


Andrew Chubb

Ernest Bell


 +44 (0)20 7907 8500

Joint Broker

Mirabaud Securities Ltd


Rory Scott

Edward Haig-Thomas

+44 (0)20 3167 7221


Financial Public Relations & Investor Relations (UK)



Emily Fenton

Gareth Tredway

Jos Simson

+44 (0) 207 920 3150

[email protected].uk


Public Relations (South Africa)

Russell & Associates

Charmane Russell

James Duncan

+27 (0)11 880 3924

[email protected]


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.





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