TIDMKP2
RNS Number : 2981C
Kore Potash PLC
14 June 2019
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 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 AMED 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
14 June 2019
Kore Potash Plc
("Kore Potash" or the "Company")
Results of Placing and Subscription
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
the Placing and Subscription (the "Fundraise") of approximately
US$13 million, as announced on 13 June 2019.
Canaccord Genuity Limited ("Canaccord") and Shore Capital
Stockbrokers ("Shore Capital") have acted as joint bookrunners to
the Company in the Fundraise.
Highlights
-- The Company has raised, in aggregate, approximately US$13
million at a price of 1.6p per new Ordinary Share (the "Placing
Price").
-- 381,098,890 new Ordinary Shares have been placed with new and
existing institutional investors at the Placing Price (the "Placing
Shares"). In addition, certain new and existing shareholders have
subscribed directly with the Company for a total of 265,815,364 new
Ordinary Shares at the Placing Price (the "Subscription Shares"). A
total of 646,914,254 new Ordinary Shares will therefore be issued
pursuant to the Fundraise representing 43 per cent. of the Enlarged
Share Capital.
-- Completion of the Fundraise is subject to, inter alia,
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.
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 Fundraise and
notice of a general meeting of the Company to, inter alia, pass the
resolutions required to enable the Company to implement the
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. Shareholder approval will be sought, amongst
other reasons, under ASX Listing Rules 7.1 and 10.11, as
applicable.
Normal trading in the Company's securities on the ASX is
expected to resume on 17 June 2019.
Substantial shareholders & related party transactions
On completion of the Placing and the Subscription, the following
are expected to be the shareholdings of the Company's existing
significant shareholders:
Total Number Percentage
of Ordinary of enlarged
Number of Number of Shares upon share capital
existing Ordinary new Ordinary completion upon completion
Shareholder Shares Shares of the Fundraise of the Fundraise
Princess Aurora
Company Pte
Ltd ("SGRF") 163,735,000 140,488,209 304,223,209 20.2%
------------------- -------------- ------------------ ------------------
Sociedad Quimica
y Minera ("SQM") 150,789,000 146,107,737* 296,896,737 19.7%
------------------- -------------- ------------------ ------------------
Harlequin
Investments
Ltd 103,500,000 - 103,500,000 6.9%
------------------- -------------- ------------------ ------------------
Dingyi Group
Investments 75,783,010 123,235,271 199,018,281 13.2%
------------------- -------------- ------------------ ------------------
* SQM's participation includes 19,421,879 new Ordinary Shares
issued to them in lieu of a payable outstanding from the Company of
US$364,000 under the previously disclosed Technical Services
agreement.
In addition, David Hathorn and Bradley Sampson, both directors
of the Company, have participated in the Fundraise with their
expected respective shareholdings on completion of the Fundraise
outlined below:
Total Number Percentage
of Ordinary of enlarged
Number of Number of Shares upon share capital
existing Ordinary new Ordinary completion upon completion
Director Shares Shares of the Fundraise of the Fundraise
David Hathorn* 23,186,355 19,717,643 42,903,998 2.8%
------------------- -------------- ------------------ ------------------
Bradley Sampson - 2,464,705 2,464,705 0.2%
------------------- -------------- ------------------ ------------------
*Mr Hathorn has participated in the Fundraise through a trust of
which he is a beneficiary.
By virtue of being substantial shareholders in the Company,
together with the number of new Ordinary Shares acquired, SQM and
SGRF, are deemed to be related parties for the purposes of AIM Rule
13. In addition, David Hathorn and Bradley Sampson, as directors of
the Company and participants in the Fundraise, are also deemed to
be related parties for the purposes of AIM Rule 13.
The independent directors of the Company, being Jonathan
Trollip, David Netherway and Leonard Math, having consulted with
the Company's nominated adviser, Canaccord Genuity, consider that
the terms of the aforementioned related party transactions are fair
and reasonable insofar as Shareholders are concerned.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of Shore
Capital as joint broker alongside its existing nominated adviser
and broker Canaccord Genuity.
Brad Sampson, CEO of Kore Potash, commented:
"We are very pleased with the results of the Fundraising and
delighted by the level of support we have received from both new
and existing shareholders.
"The Sintoukola basin has the potential to become one of the
world's preeminent potash production hubs, due to the large scale
and high grade of the deposits, and their close proximity to
surface and the coast.
"Within the Republic of Congo, Sintoukola is ideally placed to
supply potash to the African and South American agricultural
markets that will need increased fertiliser use to meet the world's
rising food needs in the coming decades, as the yield requirements
for arable land rise.
"This fundraise will allow Kore to rapidly progress the
pre-feasibility study of the Dougou Extension project and optimise
the Kola project, preserving optionality for the Company in its
asset development schedule, and so help make the Company a producer
as soon as possible for the benefit of all shareholders, local
communities and in-country stakeholders."
Enquiries:
Kore Potash Tel: +27 11 469 9140
Brad Sampson - CEO
Canaccord Genuity - Nomad and Joint Broker Tel: +44 (0) 20 7523
4600
Henry Fitzgerald-O'Connor
James Asensio
Sam Lucas (ECM)
Shore Capital - Joint Broker Tel: +44 (0) 20 7408
4050
Jerry Keen
Toby Gibbs
Mark Percy
Tavistock - Financial PR & IR Tel: +44 (0) 20 7920
3150
Jos Simson
Edward Lee
Emily Fenton +44 (0) 77 8855 4035
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
Placing 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 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 Placing 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 Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing 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 Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing 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 Placing Shares. The price of
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIUSVNRKVANARR
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June 14, 2019 02:58 ET (06:58 GMT)
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