TIDMKRPZ
RNS Number : 7160D
Kropz PLC
27 June 2019
The information contained 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.
27 June 2019
Kropz Plc
("Kropz" or the "Company")
Placing for 19,364,659 Ordinary Shares at a price of 17.6 per
share to raise USD 4.34 million
Kropz Plc (AIM: KRPZ), an emerging African producer of plant
nutrient feed minerals, is pleased to announce that it has
conditionally raised USD 4.34 million (GBP3.41 million) before
expenses by way of a placing (the "Placing") for ordinary shares of
0.1 pence each ("Ordinary Shares") at a price (the "Issue Price")
of 17.6 per Ordinary Share (the "Placing Shares").
The net proceeds of the Placing, which has the full support of
its major shareholders, will be used to provide additional working
capital and more specifically to further advance the programme of
works being carried out at its Hinda and Aflao projects.
The Issue Price represents a discount of approximately 5 per
cent. to the closing price of 18.5 pence on 21 June 2019. The
Placing is not being underwritten and is conditional on admission
of the Placing Shares to trading on AIM. The Placing Shares
represent approximately 6.8 per cent. of the Company's issued share
capital as enlarged by the Placing Shares (the "Enlarged Share
Capital").
The ARC Fund has an existing holding of 125,103,064 Ordinary
Shares, representing 47.4 per cent. of the Company's issued share
capital and, as such, is a substantial shareholder as defined in
the AIM Rules for Companies ("AIM Rules"). The ARC Fund has agreed
to subscribe for 14,497,848 new Ordinary Shares in the Placing,
bringing its aggregate holding to 139,600,912 Ordinary Shares
(representing 49.3 per cent. of so enlarged issued share
capital).
Kropz International S.a.r.l ("Kropz International") has an
existing holding of 51,587,817 Ordinary Shares, representing 19.5
per cent. of the Company's issued share capital and, as such, is a
substantial shareholder as defined in the AIM Rules. Kropz
International has agreed to subscribe for 3,345,657 new Ordinary
Shares in the Placing, bringing its aggregate holding to 54,933,474
Ordinary Shares (representing 19.4 per cent. of so enlarged issued
share capital).
Consequently, the subscriptions of the ARC Fund and Kropz
International are related party transactions ("Transactions")
pursuant to Rule 13 of the AIM Rules. Mike Nunn, a director of the
Company, is the beneficial owner of Kropz International and Machiel
Reyneke, a director of the Company, is the representative of the
ARC Fund. Accordingly, neither has been involved in the approval of
the Transactions by the Company's board.
The directors of the Company who are considered independent for
the purposes of the Transactions, having consulted with the
Company's nominated adviser, consider the terms of the Transactions
to be fair and reasonable insofar as the Company's shareholders are
concerned.
Further, as noted in the Company's AIM admission document, ARC
Fund and Kropz International are treated as acting in concert for
the purposes of the City Code on Takeovers and Mergers (the "Code")
and have individual and aggregate interests in the Ordinary Shares
as set out in the table below. It is noted that, both before and
after the Placing, on an aggregate basis, ARC Fund and Kropz
International will continue to hold more than 50 per cent. of the
voting rights in the Company. As set out in footnote 2 to the table
below, Kropz International has agreed not to vote 20,000,000
Ordinary Shares it holds for a period of 12 months following
Kropz's admission to trading on AIM on 30 November 2018, due to the
lock-ins provided by Kropz International at that time and ARC Fund
will therefore retain more than 50 per cent. of the voting
rights.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission") and
it is expected that such Admission will occur at 8am on 3 July
2019. The Placing Shares will be issued as fully paid and will rank
in full for all dividends and other distributions declared, made or
paid after the admission of the Placing Shares, respectively and
will otherwise be identical to and rank on Admission pari passu in
all respects with the existing Ordinary Shares. The Placing Shares
are not being made available to the public and are not being
offered or sold into any jurisdiction where it would be unlawful to
do so.
Following Admission, the Company will have 283,406,307 Ordinary
Shares in issue, none of which will be held in treasury. 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.
Interests in Shares and Voting Rights
Existing Ordinary
Ordinary Shares following
Shares Placing Shares the Placing
No. % No. %
ARC Fund (1) (2) 125,103,064 47.4 14,497,848 139,600,912 49.3
Kropz International
S.a.r.l (1)(3) 51,587,817 19.5 3,345,657 54,933,474 19.4
Concert Party 176,690,881 66.9 17,843,505 194,534,386 68.6
(1) The ARC Fund and Kropz International are deemed to be acting
in concert as defined in the Code.
(2) 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 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 following Kropz's
admission to trading on AIM on 30 November 2018, due to the
lock-ins provided by Kropz International at that time.
(3) 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 on IPO on 30 November 2018. 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.
For further information visit www.kropz.com or contact:
Kropz Plc
Ian Harebottle (CEO) +44 (0) 1892 516 232
Grant Thornton UK LLP Nominated Adviser
Richard Tonthat
Samantha Harrison
Ben Roberts +44 (0) 20 7383 5100
Hannam & Partners Joint Broker
Andrew Chubb
Ernest Bell +44 (0)20 7907 8500
Mirabaud Securities Ltd Joint Broker
Rory Scott +44 (0)20 3167 7220
Edward Haig-Thomas +44 (0)20 3167 7222
Tavistock Financial PR & IR (UK)
Emily Fenton +44 (0) 207 920 3150
Jos Simson kropz@tavistock.co.uk
Oliver Lamb
Russell & Associates PR (South Africa)
Charmane Russell +27 (0)11 880 3924
James Duncan charmane@rair.co.za
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 ("RoC") 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.
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END
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