TIDMMITH
RNS Number : 4090A
Mithril Capital Plc
22 December 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is an advertisement and not a prospectus. This
announcement is not an offer for sale, or a solicitation of an
offer to acquire, securities in any jurisdiction, including in or
into the United States, Canada, Australia, or Japan. Investors
should not subscribe for or purchase any transferable securities
referred to in this announcement except on the basis of information
in the prospectus (the "Prospectus") to be published by the Company
in due course in connection with the admission of its ordinary
shares (the "Ordinary Shares") to the Official List of the
Financial Conduct Authority (the "FCA") (by way of a standard
listing under Chapter 14 of the listing rules published by the UK
Listing Authority under section 73A of FSMA as amended from time to
time (the "Listing Rules")) and to trading on the London Stock
Exchange plc's (the "London Stock Exchange") main market for listed
securities (the "Admission"). Copies of the Prospectus will,
following publication, be available from the Company's registered
office: 6 New Street Square, London EC4A 3LX and at
http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following
publication, also be available on the Company's website
http://www.mithril-capital.com.
22 December 2014
MITHRIL CAPITAL PLC
(the"Company")
INITIAL PUBLIC OFFERING
Mithril Capital Plc (LSE: MITH), announces the results of its
successful placing of 106,750,000 Ordinary Shares (the "Placing")
to a list of professional investors and institutions and the
listing of its entire issued share capital, being 128,250,000
Ordinary Shares.
The Company has raised gross proceeds of GBP3,402,500 at a
placing price of GBP0.03 per New Ordinary Share.
The Company has been formed to undertake an acquisition of a
target company or business. The Company's efforts in identifying a
prospective target company or business will not be limited to a
particular sector or geographic region, but the board intend to
focus on the natural resources sector in seeking acquisition
targets. The Company expects to draw on the extensive experience of
the Company's founders and its board in sourcing and successfully
executing such transactions. The Company is targeting a significant
deal. Accordingly a listing on the Official List of the FCA, as
opposed to a junior market, matches the future ambitions of the
Company in terms of scale, quality and appreciation in shareholder
value.
It is expected that admission to a Standard Listing on the
Official List of the FCA will become effective and unconditional
dealings in the Ordinary Shares on the London Stock Exchange's main
market for listed securities will commence at 8.00 a.m. today under
the ticker symbol "MITH" in respect of the Ordinary Shares.
The Shareholders in the Company as at Admission holding 3% or
more are:
Name No. of Percentage
Shares (%)
Marlborough Fund Managers
Ltd (holding its shares
through HSBC Global Custody
Nominee (UK) Ltd) and Hargreave
Hale Nominees Limited, acting
1. in concert 15,000,000 11.70
2. Candy Ventures S.A.R.L 13,250,000 10.33
3. Courtney Investments Limited 9,000,000 7.02
Novum Securities Limited
(holding its shares through
4. Pershing Nominees Limited) 5,800,000 4.52
5. Robert Edward Proctor 5,250,000 4.09
6. Monecor (London) Limited 5,000,000 3.90
Ganesh Holdings International
7. Limited 5,000,000 3.90
8. Rodger Sargent 4,750,000 3.70
9. Barnard Nominees Limited 4,000,000 3.12
The shareholdings of the Directors as at Admission are as
follows:
Name No. of Percentage
Shares (%)
1. Rodger Sargent 4,750,000 3.70
2. Tom Pridmore 2,800,000 2.18
3. Peter Redmond 2,583,333 2.01
Peter Redmond, Chairman of the Company commented, "The response
to the heavily subscribed placing bodes very well for our future
success, given the number of well- known institutional and private
investors we have supporting us. The Company has bold ambitions and
I very much look forward to acquiring companies in the future that
our full list equity, market profile and cash will enable."
Enquiries
Mithril Capital plc www.mithril-capital.com
Rodger Sargent, Peter Redmond Tel: 020 7427 6538
& Tom Pridmore
Peter Redmond, Company
Secretary
Walbrook PR Ltd Tel: 020 7933 8787 or mithril@walbrookpr.com
Paul McManus Mob: 07980 541 893
Background
The Company has been formed to undertake an acquisition of a
target company or business. The Company does not have any specific
acquisition under consideration and does not expect to engage in
substantive negotiations with any target company or business until
after Admission. There is no specific expected target value for the
Acquisition and the Company expects that any funds not used for the
Acquisition will be used for future acquisitions, internal or
external growth and expansion, and working capital in relation to
the acquired company or business.
Following completion of the Acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
Shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the Acquisition. Following the Acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange or admission to
another stock exchange.
The Company's efforts in identifying a prospective target
company or business will be focused on the natural resources sector
but will not be limited to a particular industry or geographic
region. The Founders and the Board have extensive experience in
sourcing and executing transactions in numerous sectors. Generally
the Company would prefer to acquire a business with above average
growth prospects.
Business strategy and execution
The Directors have a large network of corporate finance and
investment brokers and have collectively sourced, initiated,
managed and floated a number of companies over a long period. They
have worked with the senior city institutions, investment bankers
and have been involved in reconstructions, mergers and acquisitions
and corporate transactions of various sizes in various industries.
They have global experience in sourcing deal flow. They intend to
use this experience in conjunction with their contacts and advisers
to target a suitable Acquisition candidate.
Cleeve Capital Plc
The Founders (as referred to below) are also founders of cash
shell, Cleeve Capital Plc, which was listed on Friday, 19 December
2014. Cleeve Capital will be focused on the TMT sector.
The Directors
Thomas Pridmore
Tom Pridmore began his career as a solicitor at Norton Rose,
specialising in corporate finance, where he acted on behalf of
institutional clients in relation to a variety of corporate finance
and M&A activities. Tom then joined Flextech/Telewest Plc as
Head of Corporate Strategy, where he was responsible for directing
investment into strategic Internet and interactive television
companies. In 2000, Tom co-founded the international fund manager
and investment adviser Development Capital Management Limited. In
this capacity he has set-up and managed real estate investment and
development operations in Turkey, India, North Africa, Eastern
Europe and the UK on behalf of both institutional and private
clients.
Peter Redmond
Peter Redmond is a corporate financier with some 30 years'
experience in corporate finance and venture capital. He has acted
on and assisted a wide range of companies to attain a listing over
many years, on the Unlisted Securities Market, the Full List and
AIM, whether by IPO or in many cases via reversals, across a wide
range of sectors, ranging from technology through financial
services to natural resources and, in recent years has done so as a
director of the companies concerned. Reverse transactions on which
he has acted include natural resources companies, Weatherly
International Plc and IGas Resources Plc, in both cases acting as
the principal operating director both before the reverse, and
remaining as a non-executive director thereafter.
Rodger Sargent
Rodger Sargent has been the founder and finance director of a
number of quoted and private companies over the past fifteen years,
including Sports Internet Group Plc, Hydrodec Group Plc, Audio Boom
Group Plc and Litebulb Group Limited. He previously ran the family
office of Betfair founder, Andrew Black. He qualified as a
chartered accountant with PriceWaterhouse Cooper, London in
1996.
The Founders
The founders of the Company are Rodger Sargent, Adrian Beeston,
Geoffrey Dart (through Chesterfield Capital Limited) and Peter
Redmond (through Catalyst Corporate Consultants Limited).
Adrian Richard Thorpe Beeston
Adrian founded Thorpe-Beeston Investments Ltd ("TBIL") in 2002.
TBIL specializes in the financing and structuring of small to
medium size businesses, and the floatation of these companies on
the American Stock Exchange, AIM Exchange and TSX Venture Exchange.
Previous to this, Adrian was at Altium Capital, a major
pan-European corporate finance house, where he focused primarily on
the raising of private equity. Adrian has worked extensively in
small to mid size businesses, financing and working with over 20
companies in the last 5 years. Other work has included
implementation of corporate structure, human resources planning,
corporate governance policies and providing finance once these
cornerstones of a business are in place.
Rodger Sargent
Rodger Sargent has been the founder and finance director of a
number of quoted and private companies over the past fifteen years,
including Sports Internet Group Plc, Hydrodec Group Plc, Audio Boom
Group Plc and Litebulb Group Limited. He previously ran the family
office of Betfair founder, Andrew Black. He qualified as a
chartered accountant with PriceWaterhouse Cooper, London in
1996.
Geoffrey Dart (through Chesterfield Capital Limited)
Geoffrey Dart is a merchant banker with over 35 years of
experience of fund raising and listing transactions. In 1990 he was
appointed to the board of Harrell Hospitality Inc, a hotel
management and development company, after he structured and
completed its reverse takeover by a US-listed shell company. In
2003, as chairman of Energy Technique Plc (a Main Market company)
Geoffrey oversaw the re-structuring and re-capitalisation of the
company. Also in 2003, as a founder and an executive director of
London and Boston Investments Plc (an AIM-listed company), Geoffrey
was responsible for M&A activity for the company. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist
pump manufacturer and after raising equity and debt funding,
completed the Main Market listing of the company and thereafter
took on particular responsibility for the group's Chinese
operations and completed a successful re-structuring of those
operations.
Peter Redmond (through Catalyst Corporate Consultants
Limited)
Peter Redmond is a corporate financier with some 30 years'
experience in corporate finance and venture capital. He has acted
on and assisted a wide range of companies to attain a listing over
many years, on the Unlisted Securities Market, the Full List and
AIM, whether by IPO or in many cases via reversals, across a wide
range of sectors, ranging from technology through financial
services to natural resources and, in recent years has done so as a
director of the companies concerned. Reverse transactions on which
he has acted include natural resources companies, Weatherly
International PLC and IGas Resources PLC.
IMPORTANT NOTICE:
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction, including the United States,
Australia, Canada or Japan. The securities referred to herein have
not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws
of any state or other jurisdiction of the United States or under
applicable securities laws of Australia, Canada or Japan and may
not be offered or sold within, into or in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws or to or for the account or benefit of
persons in the United States, Australia, Canada or Japan or any
other jurisdiction where such offer or sale would violate the
relevant securities laws of such jurisdiction. The Company is not
and does not intend to become an "investment company" within the
meaning of the U.S. Investment Company Act of 1940, as amended (the
"U.S. Investment Company Act"), and is not engaged and does not
propose to engage in the business of investing, reinvesting,
owning, holding or trading in securities. Accordingly, the Company
is not and will not be registered under the U.S. Investment Company
Act and Investors will not be entitled to the benefits of that
Act.
This announcement is an advertisement and does not constitute or
form part of, and should not be construed as, an offer to sell or
issue, or a solicitation of any offer to buy or subscribe for, any
securities, nor should it or any part of it form the basis of, or
be relied on in connection with, any contract or commitment
whatsoever. This announcement is not a prospectus. Investors should
not subscribe for or purchase any securities referred to in this
announcement except on the basis of information in the Prospectus
to be issued in due course by the Company in connection with the
admission of the Ordinary Shares to a standard listing on the
Official List of the FCA and to trading on the London Stock
Exchange plc's main market for listed securities. Copies of the
Prospectus will, following publication, be available from the
Company's registered office: 6 New Street Square, London EC4A 3LX
and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will,
following publication, also be available on the Company's website
http://www.mithril-capital.com.
In the event of any discrepancy between this announcement and
the Prospectus in its final form, the Prospectus will prevail. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects.
This announcement is directed only at Qualified Investors (i)
who have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (ii) who are high net worth
bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005; or (iii) to whom it may otherwise lawfully be communicated
(all such persons in (i) to (iii) inclusive together being referred
to as "Relevant Persons"). Under no circumstances should persons of
any other description rely or act upon the contents of this
announcement.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission. Securities to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering an
investment in such securities should consult an authorised person
specialising in advising on such securities. This announcement does
not constitute a recommendation concerning the Placing. The value
of shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the person concerned. Past performance is not a guide
to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law 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.
FORWARD LOOKING STATEMENTS
This Document includes statements that are, or may be deemed to
be, "forward-looking statements". In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "targets",
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will", "should" or, in each case, their negative or other
variations or comparable terminology. They appear in a number of
places throughout the Document and include statements regarding the
intentions, beliefs or current expectations of the Company and the
Board of Directors concerning, among other things: (i) the
Company's objective, acquisition and financing strategies, results
of operations, financial condition, capital resources, prospects,
capital appreciation of the Ordinary Shares and dividends; and (ii)
future deal flow and implementation of active management
strategies, including with regard to the Acquisition. 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. The Company's actual performance,
results of operations, financial condition, distributions to
shareholders and the development of its financing strategies may
differ materially from the forward-looking statements contained in
this Document. In addition, even if the Company's actual
performance, results of operations, financial condition,
distributions to shareholders and the development of its financing
strategies are consistent with the forward-looking statements
contained in this Document, those results or developments may not
be indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to:
-- the Company's ability to identify suitable acquisition
opportunities or the Company's success in completing an
Acquisition;
-- the Company's ability to ascertain the merits or risks of the
operations of a target company or business;
-- the Company's ability to deploy the Net Proceeds on a timely basis;
-- the availability and cost of equity or debt capital for future transactions;
-- currency exchange rate fluctuations, as well as the success
of the Company's hedging strategies in relation to such
fluctuations (if such strategies are in fact used); and
-- legislative and/or regulatory changes, including changes in taxation regimes.
Prospective Investors should carefully review the "Risk Factors"
section of this Document for a discussion of additional factors
that could cause the Company's actual results to differ materially,
before making an investment decision. For the avoidance of doubt,
nothing in this paragraph constitutes a qualification of the
working capital statement contained in "Part IX -Additional
Information".
Forward-looking statements contained in this Document apply only
as at the date of this Document. Subject to any obligations under
the Listing Rules, the Disclosure and Transparency Rules and the
Prospectus Rules, the Company undertakes no obligation publicly to
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEQKDDBKBDBKBB
Mithril Cap (LSE:MITH)
Historical Stock Chart
From May 2024 to Jun 2024
Mithril Cap (LSE:MITH)
Historical Stock Chart
From Jun 2023 to Jun 2024