Last checked at 29 May 2015 17:05
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of EMED Mining Public Limited or other evaluation of any securities of EMED Mining Public Limited or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
29 May 2015
EMED Mining Public Limited
("EMED" or the "Company")
Posting of Circular, Notice of EGM, Details of Open Offer
EMED Mining Public Limited, the Europe-based minerals development and exploration company, is pleased to announce that following the announcement on 28 May 2015 regarding the Capital Raising to raise approximately £64.9 million (US$95.1 million), the Circular convening the EGM and setting out further details of the Proposals including the Open Offer, as well as the accompanying proxy form/form of instruction and application form, is today being posted to Shareholders. The Circular will also be available shortly for download on EMED's website at www.emed-mining.com.
The Open Offer will be made at the Issue Price of 4.75 pence per share and on the basis that Qualifying Shareholders may subscribe for 1 Open Offer Share for every 20 existing Ordinary Shares held on the Record Date of 28 May 2015. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an Excess Application Facility.
The EGM is to be held at 11.00 a.m. (London Time) on 23 June 2015 at the offices of Field Fisher Waterhouse LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom. At this meeting, Shareholders will be asked, inter alia, to approve the Resolutions necessary for the Company to effect the Proposals.
The Independent Directors consider that the Resolutions to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolutions. Urion Holdings (Malta) Limited, Orion Mine Finance (Master) Fund LLP and Yanggu Xiangguang Copper Co. Ltd (together with its subsidiary Hong Kong Xiangguang International Holdings Limited) have each undertaken to vote in favour of all Resolutions at the EGM in relation to their shareholdings, being 692,414,965 Existing Ordinary Shares, in aggregate, representing 48.09 per cent. of the current issued ordinary share capital.
Capitalised terms in this Announcement, unless otherwise defined, have the same meaning given to them in the announcement issued the Company on 28 May 2015.
Expected timetable
| 2015 |
Open Offer Record Date | close of business on 28 May |
Announcement of the Proposals | 28 May |
Publication and dispatch of this document, Forms of Proxy and, to Qualifying Certificated Shareholders only, the Application Forms | 29 May |
Ex-entitlement Date | 1 June |
Open Offer Entitlements credited to CREST stock accounts of Qualifying Depositary Interest Holders | 1 June |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. (BST) on 15 June |
Latest time for depositing Open Offer Entitlements into CREST | 3.00 p.m. (BST) on 16 June |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) | 3.00 p.m. (BST) on 17 June |
Latest time and date for receipt of CREST Voting Instruction in respect of Depositary Interests | 11.00 a.m. (BST) on 18 June |
Latest time and date for settlement of relevant CREST instruction in respect of Depositary Interests | 11.00 a.m. (BST) on 19 June |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer | 11.00 a.m. (BST) on 19 June |
Latest time and date for receipt of Forms of Proxy | 11.00 a.m. (BST) on 21 June |
Extraordinary General Meeting | 11.00 a.m. (BST) on 23 June |
Expected time and date of announcement of results of the Placing and Open Offer | by 4.30 p.m. (BST) on 23 June |
Admission of New Ordinary Shares to trading on AIM | 8.00 a.m. (BST) on 24 June |
Admission of New Ordinary Shares to listing on TSX | 24 June |
CREST member accounts expected to be credited with New Ordinary Shares in Depositary Interest form | 24 June |
Dispatch of share certificates for New Ordinary Shares in certificated form | by 8 July |
Notes:
1. References to times in this document are to London time (unless otherwise stated).
2. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a RIS.
3. The timing of the events in the above timetable and in the rest of this document is indicative only.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
Enquiries
EMED | Roger Davey/Alberto Lavandeira | +34 959 59 28 50
|
Canaccord Genuity Limited (Corporate Broking)
| Henry Fitzgerald-O'Connor/Chris Fincken | +44 207 523 8000 |
Canaccord Genuity Limited (ECM)
| Kit Stephenson | +44 207 523 8000 |
Brandon Hill Capital | Oliver Stansfield | +44 203 463 5061
|
Walbrook PR | Nick Rome | +44 207 933 8783 |
For further information on the Company's activities, visit www.emed-mining.com.
IMPORTANT NOTICES
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 either of the Joint Bookrunners or by any of their respective affiliates or agents or brokers, 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.
Canaccord Genuity is acting for the Company and for no-one else in connection with the Bookbuild and the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord Genuity nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. Canaccord Genuity is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA").
Brandon Hill is acting for the Company and for no-one else in connection with the Bookbuild and the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Brandon Hill nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. Brandon Hill is authorised and regulated in the United Kingdom by the FCA.
The distribution of this Announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord Genuity or Brandon Hill that would permit the Placing
or possession or distribution of this announcement or any other offering or publicity material relating to the Placing in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement becomes available are required by the Company, Canaccord Genuity and Brandon Hill to inform themselves about, and to observe, such restrictions.
The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM and the TSX. 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.
The Placing Shares have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Placing Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Placing Shares issued to Canadian residents pursuant to the Placing will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the date of the closing of the Placing. Subject to applicable securities laws, the Placing Shares issued to residents of countries other than Canada pursuant to the Placing may not be sold, transferred or otherwise disposed of on the TSX or, except pursuant to an exemption from the prospectus requirements under Canadian securities laws, to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of the closing of the Placing.