TIDMSAE
RNS Number : 3414V
SIMEC Atlantis Energy Limited
06 August 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF SIMEC ATLANTIS ENERGY LIMITED IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE
LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
6 August 2020
SIMEC Atlantis Energy Limited
(the "Company") (AIM: SAE)
PrimaryBid.com Offer
SIMEC Atlantis Energy Limited is delighted to announce a
conditional offer for subscription for new ordinary Shares at an
issue price of 12 pence per new ordinary Share (the "Placing
Price"), being a discount of 34.25 per cent. to the closing
mid-price on 5 August 2020, through PrimaryBid Limited (the
"PrimaryBid Offer"). The Company is also conducting a placing of
new ordinary Shares at the Placing Price by way of an accelerated
bookbuild process by Investec Bank PLC and Arden Partners plc (the
"Placing") as announced at 7:00 a.m. on 6 August 2020.
The PrimaryBid Offer and the Placing are conditional on the new
ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on AIM ("Admission").
Admission is expected to be take place at 8.00 a.m. on 11 August
2020. The PrimaryBid Offer will not be completed without the
Placing also being completed.
The net proceeds of the Placing will be used to fund the
Company's working capital requirements, in order that the Company's
auditors are able to give a clean going concern opinion in respect
of the Company's financial statements for the period ended 31
December 2019. The net proceeds of the Placing, and the proceeds of
the PrimaryBid Offer, will also be used in connection with the
proposed investment by the Company in a fuel supply joint venture
with N+P. Specifically, of the net proceeds raised, c. GBP3 million
would be used for the former and c. GBP2.5 million for the latter.
If the proposed investment does not proceed or the proceeds are
greater than what is required for the proposed investment then the
net proceeds of the Placing and the PrimaryBid Offer will be used
for the Group's general corporate purposes to the extent that the
proceeds exceed the amount used to fund the Group's working capital
requirements.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the www.PrimaryBid.com platform and the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does
not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be
open to individual and institutional investors from 7:00 a.m. on 6
August 2020. The PrimaryBid Offer may close early if it is
oversubscribed. A further announcement will be made, following the
closure of the PrimaryBid Offer which will contain details of the
results of the Placing and PrimaryBid Offer.
Subscriptions under the PrimaryBid Offer will be considered by
the Company on a "first come, first served" basis, subject to
conditions (which are available to view on PrimaryBid.com) with any
investment request over GBP50,000 first requiring consultation with
the Company.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for new ordinary Shares
pursuant to the PrimaryBid Offer has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or call PrimaryBid.com on +44 20 3026 4750.
The new ordinary Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing ordinary Shares, including the
Placing Shares.
Defined terms in this announcement shall have the same meaning
as in the Company's announcement of 7:00 a.m. on 6 August 2020,
save as provided otherwise in this announcement.
Enquiries
PrimaryBid Limited +44 (0) 20 3026 4750
James Deal
Fahim Chowdhury
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser, Broker and Joint Bookrunner to the
Company)
Jeremy Ellis
Sara Hale
Ben Griffiths
Arden Partners plc +44 (0) 20 7614 5900
(Joint Bookrunner to the Company)
Ciaran Walsh
Ruari McGirr
Benjamin Cryer
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the PrimaryBid Offer. The Company is therefore
making the PrimaryBid Offer available exclusively through
PrimaryBid.com.
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for publication of a prospectus pursuant to the
Prospectus Rules, or for the approval of the same by the Financial
Conduct Authority in its capacity as the UK Listing Authority. The
PrimaryBid Offer is not being made into any Restricted Jurisdiction
or any other jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the PrimaryBid Offer which is open to existing
shareholders and other investors subscribing via PrimaryBid.com.
This allocation will be filled on a "first come first served"
basis.
Any investment request in excess of GBP50,000 will require the
Company's consent and may be subject to scale back.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the
PrimaryBid Offer is made and on which any investor shall
participate in the PrimaryBid Offer, including the procedure for
application and payment for new ordinary Shares, is available to
all persons who register with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new ordinary Shares
pursuant to the PrimaryBid Offer and investment in the Company
carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com before making a decision to
subscribe for new ordinary Shares. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the new ordinary Shares if they
are in any doubt.
The person responsible for arranging for the release of this
announcement on behalf of SIMEC Atlantis Energy is Tim Cornelius,
Chief Executive Officer of SIMEC Atlantis Energy Limited.
For the avoidance of any doubt, Investec Bank PLC and Arden
Partners plc are acting for the Company solely in connection with
the Placing and not the PrimaryBid Offer. Accordingly, no
responsibility or liability is or will be accepted by Investec Bank
PLC, Arden Partners plc or any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers) for the contents of the information contained in this
Announcement or otherwise in connection with the PrimaryBid
Offer.
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
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