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Kore Potash PLC (KP2)

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Wednesday 26 August, 2020

Kore Potash PLC

Results of Proposed Fundraise

RNS Number : 1911X
Kore Potash PLC
26 August 2020
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 2012.

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.

 

THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE AUSTRALIAN SECURITIES EXCHANGE.

 

For immediate release

 

26 August 2020

Kore Potash Plc

("Kore Potash" or the "Company")

Results of Proposed Fundraise

 

Kore Potash plc, the potash exploration and development company whose flagship asset is the 97%-owned Sintoukola Potash Project ("Kola" or the "Kola Project"), located within the Republic of Congo ("RoC"), is pleased to announce the successful completion of theconditional Proposed Fundraise. A total of 946,106,3751 new Ordinary Shares will be issued at the Placing Price of 0.65p for a total value of approximately US$8 million 1 .

 

Canaccord Genuity Limited ("Canaccord") and Shore Capital Stockbrokers ("Shore Capital") have acted as Joint Bookrunners to the Company in the Proposed Fundraise. Rencap Securities (Pty) Limited acted as the Company's settlement agent and JSE sponsor in South Africa.

 

Highlights

 

· The Company has conditionally raised, in aggregate, approximately US$8 million1 at a price of 0.65p per new Ordinary Share (the "Placing Price").

· 589,661,8651 new Ordinary Shares have been conditionally placed with new and existing institutional investors at the Placing Price (the "PlacingShares").

· In addition, certain new and existing shareholders have subscribed directly with the Company for a total of 293,027,011 new Ordinary Shares at the Placing Price (the "Subscription Shares").

· The Company also intends to issue, within 8 months of the Technical Services Agreement being entered into and becoming unconditional, 63,417,499 new Ordinary Shares at the Placing Price to Sociedad Quimica y Minera de Chile S.A. ("SQM") in lieu of the fees payable under the Technical Services Agreement (the "Deferred Technical Services Shares").  The Technical Services Agreement can only be entered into when the Company is out of the "closed period".

· Certain Substantial Shareholders (as defined under the AIM Rules) and the Company's Chairman have indicated their participating in the Proposed Fundraise for a total of 584,753,846 new Ordinary Shares and a total value of approximately US$5 million. Such participation is to be confirmed once the Company has released its interim results for the half year period ended 30 June 2020 (expected to be released on or around 10 September 2020) and is therefore out of the "closed period" for trading.

· Conditionally, in aggregate, a total of 946,106,3751 new Ordinary Shares will therefore be issued pursuant to the Proposed Fundraise representing 37.8% per cent. of the Enlarged Share capital.

Completion of the Proposed Fundraise is subject to, inter alia, a minimum fundraise of US$7 million, the Company's interim results for the half year period ended 30 June 2020 being released on or around 10 September 2020 and Shareholder approval of certain resolutions to authorise the issue of new Ordinary Shares which will be sought at a general meeting of the Company, details of which can be found below. 

 

1 Assumes the completion of the subscription by the Company's Substantial Shareholders (as defined under the AIM Rules) and the Company's Chairman as referred to above

Capitalised terms used in this announcement have the meanings given to them in the announcement made -yesterday regarding the Fundraising (the "Fundraising Announcement"), unless the context provides otherwise.

 

Circular and notice of general meeting

 

A circular containing further details of the Proposed Fundraise and notice of a general meeting of the Company to, inter alia, pass the resolutions required to enable the Company to implement the Proposed Fundraise, is expected to be published and despatched to Shareholders as soon as practicable. Following its publication, the circular will be available on the Company's website at www.korepotash.com .

 

Normal trading in the Company's securities on the ASX is expected to resume following the release of this announcement to ASX.

 

Directors and related parties' intention to participate

 

Subject to the publication of the Company's interim results, the passing of the Shareholder resolutions and on completion of the Placing and the Subscription, as well as the issue of the Deferred Technical Services Shares, the following are expected to be the shareholdings of the Company's existing significant shareholders:

 

Shareholder

Number of existing Ordinary Shares

Number of New Ordinary Shares

Total Number of Ordinary Shares upon completion of the Proposed Fundraise

Percentage of enlarged share capital

Princess Aurora Company Pte Ltd ("SGRF")

304,223,209

265,435,349

569,658,558

22.76%

Sociedad Quimica y Minera ("SQM")1

296,896,737

260,598,591

557,495,328

22.28%

David Stevens

109,100,000

-

109,100,000

4.36%

Harlequin Investments Ltd

103,500,000

199,075,161

302,575,161

12.09%

David Hathorn

54,457,146

58,719,906

113,177,052

4.52%

Note: 1) SQM's total number of ordinary shares upon completion of the Proposed Fundraise includes the Deferred Technical Services Agreement Shares. The full allotment of the Deferred Technical Services Agreement Shares is conditional on the completion of works pursuant to the Technical Services Agreement.

 

By virtue of SQM and SGRF being Substantial Shareholders and David Hathorn being a director of the Company their indicated participation in the Proposed Fundraise, once confirmed, would be deemed to be a related party transaction for the purposes of AIM Rule 13.

 

The directors of the Company, other than David Hathorn, Timothy Keating and Jose Antonio Merino who are not deemed independent, having consulted with the Company's nominated adviser, Canaccord Genuity, consider that the terms of the aforementioned potential related party transactions are fair and reasonable insofar as Shareholders are concerned.

 

In addition, the Company's intention to enter into the Technical Services Agreement with SQM for SQM to provide certain services to the Company (as described in the announcement on 25 August 2020) would be considered a related party transaction for the purposes of AIM Rule 13 once the agreement is entered into.

 

The directors of the Company, other than Jose Antonio Merino who is not deemed independent, having consulted with the Company's nominated adviser, Canaccord Genuity, consider that the terms of the Technical Services Agreement are fair and reasonable insofar as Shareholders are concerned.

 

Brad Sampson, CEO of Kore Potash, commented:

 

"This fundraise will allow the Company to deliver the first phase of the DFS for DX, and so further demonstrate the extremely high quality of the asset.

 

"The location of DX, very close to both the coast and the surface, and the high grade of the mineral resource mean that DX will be one of the very lowest cost producers of potash anywhere in the world.

 

"The results of the first phase of the DFS will catalyse value for shareholders, as improved understanding of the asset de-risks the project and the Company gets closer to first production.

 

"We are committed to delivering the best possible results for our shareholders, local communities, and all of our stakeholders."

 

 

Enquiries :

 

Kore Potash

Tel: +27 11 469 9140

Brad Sampson - CEO

 

 

Canaccord Genuity - Nomad, Broker and Joint Bookrunner

 

Tel: +44 (0) 20 7523 4600

Henry Fitzgerald-O'Connor

James Asensio

A ngelos Vlatakis

 

 

Shore Capital - Joint Broker and Bookrunner

Tel: +44 (0) 20 7408 4050

Jerry Keen

Toby Gibbs

James Thomas

 

 

Tavistock Communications

 

Tel: +44 (0) 20 7920 3150

Jos Simson

Edward Lee

 

 

 

Market Abuse Regulation

This announcement is released by Kore Potash plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of Kore Potash plc was Brad Sampson, Chief Executive Officer.

Important Notices

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The distribution of this announcement and the offering of the new Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord or Shore Capital 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. Persons into whose possession this announcement comes are required by the Company, Canaccord and Shore Capital to inform themselves about, and to observe such restrictions.

This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy any Ordinary Shares or other securities of the Company to any person in Australia. This announcement is not, and does not purport to be a document containing disclosures to investors for the purposes of Part 6D.2 of the Australian Corporations Act 2001 (Cth) and will not be filed with and has not been reviewed or approved by the Australian Securities and Investments Commission.

This announcement contains no "offer to the public" and does not constitute a "registered prospectus" as such expressions are defined in Chapter 4 of the South African Companies Act, 2008. This announcement does not constitute a pre-listing statement prepared in accordance with the Johannesburg Stock Exchange Listings Requirements.

This announcement is being 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 Canaccord, Shore Capital, nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any of Canaccord, Shore Capital or any of their respective affiliates in connection with the Company or the Proposed Fundraise and any responsibility therefor is expressly disclaimed. 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 any of Canaccord, Shore Capital, or any of their respective affiliates, agents, directors, officers or employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Forward-looking statements

Certain statements, beliefs and opinions in this announcement are forward-looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events.  By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.  These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.  Forward-looking statements contained in this announcement regarding 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 applicable law or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.

Target Market Assessment

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended from time to time ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; (b) the new Ordinary Shares offer no guaranteed income and no capital protection; and (c) an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Canaccord and Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

Further notices

Canaccord is regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Canaccord or for providing advice in relation to the matters described in this announcement.

Shore Capital is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Shore Capital or for providing advice in relation to the matters described in this announcement.

No statement in this announcement is intended to be a profit forecast or estimate, 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.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new Ordinary Shares. Any investment decision to buy new Ordinary Shares in the Placing must be made on the basis of the terms and conditions set out in the Appendix to this announcement. The price of Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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.

 

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