TIDMSAE
RNS Number : 2967N
SIMEC Atlantis Energy Limited
29 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED ("MAR").
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, 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RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL
OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES 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.
29 September 2021
SIMEC Atlantis Energy Limited
("SAE", the "Company" and, together with its subsidiaries, the
"Group")
Results of Placing
On 28 September 2021, the Company announced the launch of a
fundraising comprising a placing by way of an accelerated bookbuild
process by Arden at a price of 2.5 pence per share (the
"Fundraising"). The Placing was over-subscribed and has now
closed.
The Company is pleased to announce that the Placing has
conditionally raised gross proceeds of GBP2.6 million through the
issue of 104,000,000 new Ordinary Shares at 2.5 pence per
share.
The Placing is subject to the conditions set out in the
Company's announcement on 28 September 2021, including admission of
the Placing Shares to trading on AIM.
Application has been made for the Placing Shares to be admitted
to trading on AIM and it is expected that Admission will become
effective and that dealings in the Placing Shares will commence on
or around 1 October 2021.
The trade date for the Placing is 29 September 2021 and
settlement is expected to occur on 1 October 2021.
The Placing Shares will represent approximately 16.0 per cent of
the Company's enlarged share capital following the issue of the
Placing Shares. Following Admission, the Placing Shares will be
issued and allotted credited as fully paid and will rank pari passu
with the Company's existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of issue.
Unless otherwise defined, the terms used in this announcement
have the meanings set out in the Company's announcement issued on
28 September 2021 at 5.22 p.m.
Total Voting Rights
Following Admission, the Company will have 651,273,874 Ordinary
Shares in issue (none of which are held in treasury). The total
voting rights in the Company is therefore 651,273,874 and
Shareholders may use this figure as the denominator by which they
are required to notify their interest in, or change to their
interest in, the Company under the Disclosure Guidance and
Transparency Rules.
Graham Reid, CEO of SIMEC Atlantis Energy Limited commented:
"This is another important milestone for SAE and I would like to
thank all those that continue to believe in my team and our
projects. Our focus is the delivery of our projects, which are key
in the fight against climate change, in creating a more resilient
energy system and delivering value for all our shareholders."
Enquiries:
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser and Joint Broker to the Company)
Jeremy Ellis
Ben Griffiths
Arden Partners plc +44 (0) 20 7614 5900
(Sole Bookrunner and Joint Broker to the Company)
Ruari McGirr
Richard Johnson
Simon Johnson
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Notes to Editors
SIMEC Atlantis Energy
SAE is a global developer, owner and operator of sustainable
energy projects with a diverse portfolio in various stages of
development. This includes a 77 per cent. stake in the world's
largest tidal stream power project, MeyGen, 100 per cent. of the
220MW Uskmouth Power Station conversion project and 100 per cent.
of Green Highland Renewables, a leading developer of mini-hydro
projects.
https://www.simecatlantis.com/
Market Abuse Regulation
The information contained within this announcement is inside
information as stipulated under MAR. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain. The person responsible for arranging for the
release of this announcement on behalf of SIMEC Atlantis Energy is
Graham Reid, Chief Executive Officer of SIMEC Atlantis Energy.
Important Notice
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement and the information contained herein, 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, Canada, Australia, Japan or the Republic of South
Africa or in or into or from any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction. The Placing Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), or under any applicable securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, resold or transferred or delivered, directly or
indirectly, in or into or from the United States absent
registration under the US Securities Act or except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act. Persons receiving
this announcement (including custodians, nominees and trustees)
must not forward, distribute, mail or otherwise transmit it in or
into the United States or use the United States mails, directly or
indirectly, in connection with the Placing. This announcement does
not constitute or form part of an offer to sell or issue or a
solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in which
such offer or solicitation would be unlawful. This announcement and
the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Sole Bookrunner or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group will operate to differ materially from the
impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
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.
Arden, which is authorised and regulated in the United Kingdom
by the FCA, is acting as the sole bookrunner to the Company in
respect of the Placing. Arden is acting exclusively for the Company
and for no-one else in connection with the Placing and the matters
referred to herein, and will not be treating any other person as
its client, in relation thereto and will not be responsible for
providing the regulatory protections afforded to its customers nor
for providing advice in connection with the Placing or any other
matters referred to herein. Arden is not making any representation
or warranty, express or implied, as to the contents of this
announcement. Arden has not authorised the contents of, or any part
of, this announcement, and no liability whatsoever is accepted by
Arden for the accuracy of any information or opinions contained in
this announcement or for the omission of any material
information.
In connection with the Placing, the Sole Bookrunner and any of
its affiliates, acting as investors for their own accounts, may
subscribe for or purchase Ordinary Shares in the Company and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Ordinary Shares being offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any offer to, or
subscription, acquisition, placing or dealing by the Sole
Bookrunner and any of its affiliates acting as investors for their
own accounts. In addition, the Sole Bookrunner or its affiliates
may enter into financing arrangements and swaps in connection with
which it or its affiliates may from time to time acquire, hold or
dispose of Ordinary Shares. The Sole Bookrunner has no intention to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
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END
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