BHRD.L Regulatory News (BHRD)

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 £3,402,500 at a placing price of £0.03 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:

The shareholdings of the Directors as at Admission are as follows:

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

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.