Issue of Equity
August 02 2010 - 3:00AM
UK Regulatory
TIDMARCL
RNS Number : 3314Q
Altus Resource Capital Limited
02 August 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA OR TO US PERSONS
ALTUS RESOURCE CAPITAL LIMITED
2 August 2010
RESULT OF PLACING
Altus Resource Capital Limited (LSE:ARCL) (the "Company"), a Guernsey
registered, closed-ended investment company, is pleased to announce that
applications have been received pursuant to a placing (the "Placing") of new
ordinary shares (the "Shares") with an aggregate value of approximately GBP3.8
million.
Under the structure of the Placing, 2,722,336 Shares will be issued at an Issue
Price of 140.28p per Share. The newly issued Shares will rank pari passu with
the existing Shares with the result that the Company will have 39,719,569 Shares
in issue.
As a result of the Placing, the Company will have aggregate net assets of
approximately GBP53 million. Application has been made for the new Shares to be
admitted to trading on the London Stock Exchange plc's Specialist Fund Market.
Application has also been made for the new Shares to be admitted to listing and
trading on the Official List of the Channel Islands Stock Exchange. Trading in
the Shares of the Company on the Specialist Fund Market is expected to commence
at 8.00 a.m. on Monday 2 August 2010 and on the Channel Islands Stock Exchange
8.00 a.m. on Tuesday 3 August 2010.
Nimrod Capital LLP acted as Placing Agent to the Company.
Investor Information
The latest available information on the Company can be accessed via its website
at: www.altrescap.com.
By order of the Board
Altus Resource Capital Limited
Administrative Enquiries:
Shareholder Enquiries:
Anson Fund Managers Limited Nimrod
Capital LLP
Tel: +44 (0) 1481 722260 Tel: +44
(0) 20 3355 6855
DISCLAIMER
THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE RESPONSIBILITY OF ALTUS
RESOURCE CAPITAL LIMITED (THE "COMPANY").
NO PROSPECTUS IS REQUIRED TO BE PUBLISHED IN CONNECTION WITH THE PLACING. THIS
ANNOUNCEMENT IS NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR SOLICITATION OF
ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL,
PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES OR SOLICITATION OF SUCH AN
OFFER IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION. THE COMPANY HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY
ACT OF 1940, AS AMENDED, AND HOLDERS OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT WILL NOT BE ENTITLED TO THE BENEFITS OF THE ACT. THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMENDED, AND WILL NOT BE OFFERED OR
SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATIONS OF THE SECURITIES ACT OF
1933 AS AMENDED).
ANY OFFERING WILL ONLY BE MADE IN ANY JURISDICTION IN COMPLIANCE WITH LOCAL
LAWS. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS (I)
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR WHO FALL WITHIN ARTICLE 49(2)
(A) TO (D) OF THE ORDER, OR (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO "RELEVANT PERSONS").
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT INTO CERTAIN
JURISDICTIONS OTHER THAN THE UK MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS
IN SUCH JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR
DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. NO
ACTION HAS BEEN TAKEN BY THE COMPANY OR NIMROD CAPITAL LLP 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. ANY FAILURE TO COMPLY
WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR
REGULATION OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT INCLUDES FORWARD-LOOKING STATEMENTS THAT ARE PREDICTIONS OF OR
INDICATE FUTURE EVENTS AND FUTURE TRENDS. THESE FORWARD-LOOKING STATEMENTS
INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. UNDUE RELIANCE SHOULD NOT BE
PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT ARE IN MANY CASES BEYOND THE
COMPANY'S CONTROL. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT MAY
OR MAY NOT OCCUR IN THE FUTURE.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND THE
COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND
THE DEVELOPMENT OF THE INDUSTRY IN WHICH IT OPERATES MAY DIFFER MATERIALLY FROM
THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THE CAUTIONARY STATEMENTS SET FORTH ABOVE SHOULD BE CONSIDERED IN
CONNECTION WITH ANY SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT
THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, MAY ISSUE. THESE FORWARD-LOOKING
STATEMENTS ARE MADE AS OF THE DATE OF THIS ANNOUNCEMENT AND ARE NOT INTENDED TO
GIVE ANY ASSURANCES AS TO FUTURE RESULTS. SAVE AS REQUIRED BY LAW OR REGULATION,
THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS,
AND WILL NOT PUBLICLY RELEASE ANY REVISIONS IT MAY MAKE TO THESE FORWARD-LOOKING
STATEMENTS THAT MAY RESULT FROM EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE
OF THIS ANNOUNCEMENT.
NIMROD CAPITAL LLP, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY
THE FINANCIAL SERVICES AUTHORITY, IS ACTING FOR THE COMPANY AND FOR 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 CLIENTS OF NIMROD CAPITAL LLP OR FOR AFFORDING ADVICE IN RELATION TO
THE CONTENTS OF THIS ANNOUNCEMENT OR ON ANY MATTERS REFERRED TO HEREIN.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO US PERSONS. NO PUBLIC OFFERING
OF SECURITIES WILL BE MADE IN THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR
TO US PERSONS.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE
(DIRECTIVE 2003/71/EC) (THE "PROSPECTUS DIRECTIVE"). ANY PERSON IN THE EEA WHO
ACQUIRES ANY SECURITIES IN THE PLACING OR TO WHOM ANY OFFER OF SECURITIES IS
MADE WILL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT THEY ARE SUCH A
QUALIFIED INVESTOR.
IN THE CASE OF ANY SECURITIES ACQUIRED BY A FINANCIAL INTERMEDIARY AS THAT TERM
IS USED IN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, SUCH FINANCIAL INTERMEDIARY
WILL ALSO BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE SECURITIES
ACQUIRED BY IT IN THE PLACING HAVE NOT BEEN ACQUIRED ON A NON-DISCRETIONARY
BASIS ON BEHALF OF, NOR HAVE THEY HAVE BEEN ACQUIRED WITH A VIEW TO THEIR OFFER
OR RESALE TO, PERSONS IN CIRCUMSTANCES WHICH MAY GIVE RISE TO AN OFFER OF
SECURITIES TO THE PUBLIC OTHER THAN AN OFFER OR RESALE IN A MEMBER STATE OF THE
EEA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE TO QUALIFIED INVESTORS OR IN
CIRCUMSTANCES IN WHICH THE PRIOR CONSENT OF NIMROD CAPIAL LLP HAS BEEN GIVEN TO
EACH SUCH PROPOSED OFFER OR RESALE.
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, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY NIMROD CAPITAL
LLP OR BY ANY OF ITS AFFILIATES OR AGENTS 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.
E&OE - In Transmission
END OF ANNOUNCEMENT
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END
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