Last checked at 22 Feb 2023 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 February 2023
Hummingbird Resources plc
("Hummingbird" or the "Company")
Strategic Investment and Placement Update & Notice of General Meeting
Further to the Company's announcement on 7 February 2023 of the strategic investment of US$15 million by CIG SA ("CIG") (the "CIG Investment"), Hummingbird (AIM: HUM) is pleased to confirm an additional conditional subscription of c.US$1.4 million (c.£1.2 million) (the "Subscription") from certain existing institutional shareholders (the "Subscribers"), and that it is also providing other shareholders in the Company with the opportunity to subscribe for new ordinary shares at the same price as CIG and the Subscribers through an open offer to raise up to c.US$2.4 million (£2 million) (the "Open Offer"). An interview with senior management on this release and the outlook for the Company will be released soon via VOX markets and also made available on the Company's website.
The CIG Investment, the Subscription and the Open Offer (together the "Placement"), assuming full take up under the Open Offer and all shareholder resolutions are passed to approve the Placement, would result in total gross proceeds for the Company of up to c.US$19 million.
The shareholder circular containing full details of the Placement, including details of how qualifying shareholders can participate in the Open Offer (the "Circular"), has been published today, together with a Notice of General Meeting to be held at 1pm on 13 March 2023, setting out the shareholder approvals required to complete the Placement, and instructions on how to vote. The Circular and Notice of General Meeting will be sent to Shareholders today and available on the Company's website shortly.
The Placement will be used to strengthen the Company's balance sheet and provide improved liquidity to ensure the Company brings its second gold mine, Kouroussa, into production as scheduled for first pour by the end of Q2 2023, and to fast-track further exploration at the asset.
Dan Betts, CEO of Hummingbird, commented:
"We are delighted to welcome CIG as a key strategic investor into the Company. CIG's investment endorses the Company's strategy for growth with a strategic partner to underpin that ambition - both in the West African region and beyond. Further, the Subscription and the Open Offer have been added to make sure our existing shareholders have the opportunity to participate alongside the CIG Investment. The Placement will strengthen the Company's balance sheet to ensure Kouroussa comes into production on schedule by the end of Q2 2023 to take the Company to be a +200,000 ounce gold producer and will also accelerate exploration at the asset where we see material upside potential in extending its life of mine.
With the operational performance improving at Yanfolila, and Kouroussa on track to commence production by the end of Q2 2023, the Company is at a pivotal juncture for significant growth, with expectations for improved cash flow generation, a stronger balance sheet and a solid platform for further growth in H2 2023 and beyond."
Highlights of the Strategic Investment and Placement Update & Notice of General Meeting
· CIG Investment, as previously announced, of US$15 million, made up of two investment tranches, the first of which has completed, with the second tranche of US$11.2 million being subject to shareholder approval. CIG currently holds 8.6% of the Company's issued share capital, and assuming the full take up under the Open Offer and completion of the Fundraise will hold 25.6% of the Company's enlarged share capital.
· A Subscription with certain larger existing institutional shareholders for an additional c.US$1.4 million (c.£1.2 million), also subject to shareholder approval. The Subscribers have undertaken not to participate in the Open Offer.
· An Open Offer to qualifying shareholders to raise up to an additional c.US$2.4 million (£2 million), also subject to shareholder approval.
· All new ordinary shares issued in connection with the Placement shares will be issued at a price of 7.79 pence per new Ordinary Share, which represents a c.2% premium to the 30-day VWAP ending on 5 February 2023, being the last practicable date prior to announcement of the CIG Investment.
· Shareholders, including directors, holding in aggregate c.16.8% of the existing ordinary shares in the Company, have indicated to the Company their intent to vote in favour of the resolutions to approve the Placement.
· The second tranche of the CIG Investment, the Subscription and the Open Offer are subject to approval by Shareholders at a General Meeting to be held at 1pm on 13 March 2023, the details of which are set out in the Circular, an extract from which is detailed below. The Subscription and the Open Offer are each conditional on the approval by shareholders of the second tranche of the CIG Investment.
All US$:£ amounts used in this announcement have been calculated based on an exchange rate of US$0.83:£1, being the rate on Bloomberg on the date prior to this announcement.
Extract from the Circular - Part 1 - Letter from the Chairman (selected paragraphs)
INTRODUCTION
On 7 February 2023, the Company announced the execution of the CIG Subscription Agreement pursuant to which CIG has agreed to subscribe for the CIG Subscription Shares at the Issue Price by way of the CIG First Tranche Subscription and the CIG Second Tranche Subscription. The CIG First Tranche Shares have been issued and allotted and were admitted to trading on AIM on 10 February 2023. Issue and allotment of the CIG First Tranche Shares was made pursuant to the 2022 Authorities. As the Company does not have sufficient authority in place under the 2022 Authorities to issue and allot the CIG Second Tranche Shares, the CIG Second Tranche Subscription is conditional on Shareholder approval and the Company has called the General Meeting inter alia in order to put to Shareholders the resolutions required to grant such approval. If the Resolutions are not approved, the CIG Second Tranche Subscription will not take place and the Company will have to return the US$11.2 million subscription monies in respect thereof.
In addition, on 22 February 2023, the Company announced the Subscription by certain existing Shareholders for an additional £1,180,185, and an Open Offer to raise up to an additional £2 million. The Open Offer provides Qualifying Shareholders (other than those who have participated in the Subscription, and CIG) with an opportunity to participate in the proposed issue of the New Ordinary Shares at the Issue Price.
The Company considers it important that, where reasonably practicable, Shareholders have an opportunity to participate in its equity placements. To that end, the Board is providing Qualifying Shareholders with the opportunity to subscribe for the Open Offer Shares under the Open Offer at the Issue Price. In connection with the Open Offer, the Company will allot (at the Board's discretion and conditional on Admission) up to 25,673,941 Open Offer Shares and will make an announcement in due course once the total number of Open Offer Shares subscribed for is known. The aggregate maximum subscription under the Open Offer is capped at £2 million and so will be exempt from the requirement to publish a prospectus pursuant to the Prospectus Rules and/or the Prospectus Regulation Rules.
Information on the Placement more generally is set out in this Part 1 of this document.
ISSUE PRICE
The Issue Price per New Ordinary Share represents approximately a 2% premium to volume weighted average price of the Ordinary Shares for the 30 day period ending on 05 February 2023, being the last practicable day prior to the announcement of the CIG Subscription.
USE OF FUNDS
The proceeds of the Placement, assuming that the Open Offer is fully subscribed, will be £12,350,885 and will be used to strengthen the Company's balance sheet and provide improved liquidity to ensure that the Company brings its second gold mine, Kouroussa in Guinea, into production as scheduled for first gold pour by the end of Q2 2023 and to fast track exploration of the asset.
The New Ordinary Shares to be issued pursuant to the Placement will, when issued, rank pari passu in all respects with each other and the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
CIG SUBSCRIPTION
Pursuant to the CIG Subscription Agreement, CIG has subscribed for the CIG First Tranche Shares and agreed conditionally to subscribe for CIG Second Tranche Shares at the Issue Price.
In aggregate, the CIG Subscription will raise, assuming the CIG Resolutions are passed, US$15 million, of which US$3.8 million is attributable to the CIG First Tranche Subscription and US$11.2 million is attributable to the CIG Second Tranche Subscription. CIG has paid to the Company the full US$15 million, and the Company is holding the CIG Second Tranche Subscription proceeds (US$11.2 million) on deposit. In the event that the CIG Resolutions are not passed at the General Meeting, the CIG Second Subscription will not complete, and the Company will be obliged to return the US$11.2 million to CIG.
In addition, pursuant to the terms of the CIG Subscription Agreement:
· CIG has given an undertaking that it will not (save in limited circumstances) dispose of the CIG Subscription Shares for a period of 12 months from the date of admission to trading on AIM of the CIG First Tranche Shares (in the case of the CIG First Subscription) or 12 months from the date of admission to trading on AIM of the CIG Second Tranche Shares (in the case of the CIG Second Subscription); and
· The Company has granted CIG a pre-emption right in relation to further equity issues by the Company while CIG holds 20% or more of the Ordinary Shares in issue from time to time.
CIG has also entered into a relationship agreement with the Company and Strand Hanson Limited, the Company's nominated adviser, which imposes certain obligations on CIG in its position as a substantial shareholder (as defined under the AIM Rules) in the Company to ensure that the Company will at all times be capable of carrying on its business independently of CIG and the members of CIG's group. The relationship agreement remains in force for so long as CIG's holding does not drop to below 10%.
SUBSCRIPTION
Certain institutions have agreed to subscribe directly with the Company for the Subscription Shares at the Issue Price pursuant to subscription letters entered into individually with the respective Subscribers and the Company, pursuant to which the Subscribers have agreed that they will not take up their entitlement, to the extent that they are Qualifying Shareholders, under the Open Offer.
DETAILS OF THE OPEN OFFER
Open Offer Entitlement
In recognition of their continued support to the Company, the Company considers it important that, where reasonably practicable, Shareholders have an opportunity to participate in its equity placements.
The Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate maximum of 25,673,941 Open Offer Shares, raising gross proceeds of up to £2 million.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 17.752385 Existing Ordinary Shares
held by them and in their names rounded down to the nearest whole number of Ordinary Shares and in proportion for any number of Existing Ordinary Shares held on the Record Date up to their Open Offer Entitlement. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility.
For the avoidance of doubt, "Qualifying Shareholders" excludes CIG and those Shareholders who have participated in the Subscription.
Excess Entitlements
The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to the section entitled "Overseas Shareholders" below.
Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Qualifying Shareholders can apply for less or more than their Open Offer Entitlements but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares in whole or in part but reserves the right at its sole discretion not to satisfy, or to scale back, applications made in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST as soon as reasonably practicable after at 8.00 a.m. on 23 February 2023. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 09 March 2023.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of this document and on the accompanying Application Form. The Open Offer is conditional on, inter alia, completion of the Subscription and the CIG Subscription.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document or the Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part 3 of this document.
In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States of America and Canada), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.
GENERAL MEETING
The Notice of General Meeting is set out in Part 5 of this document.
CIG Resolutions
The CIG Resolutions are required in order to enable the Company to issue and allot the CIG Second Tranche Shares and are summarised below.
Resolution 1
Resolution 1, if passed will grant to the Directors a general authority to allot the CIG Second Tranche Shares and will be proposed as an ordinary resolution. To be passed an ordinary resolution requires a simple majority of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities.
Resolution 2
Resolution 2, if passed will grant to the Directors a authority to allot the CIG Second Tranche Shares on a non pre-emptive basis and will be proposed as a special resolution. To be passed a special resolution requires at least three quarters of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities.
In the event that the CIG Resolutions are not passed at the General Meeting:
(a) the CIG Second Tranche Subscription will not complete and the US$11.2 million held on deposit by the Company will have to be returned to CIG;
(b) the Subscription will not complete; and
(c) the Open Offer will not complete.
Subscriptions Resolutions
Resolution 3
Resolution 3, if passed will grant to the Directors a general authority to allot the Subscription Shares and will be proposed as an ordinary resolution. To be passed an ordinary resolution requires a simple majority of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities and the authority granted by Resolution 1.
Resolution 4
Resolution 4, if passed will grant to the Directors a authority to allot the Subscription Shares on a non pre-emptive basis and will be proposed as a special resolution. To be passed a special resolution requires at least three quarters of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities and the authority granted by Resolution 2.
The Subscription Resolutions are conditional on the passing of the CIG Resolutions. In the event that the Subscription Resolutions are not passed at the General Meeting, the Subscription will not complete.
Open Offer Resolutions
Resolution 5
Resolution 5, if passed will grant to the Directors a general authority to allot the Open Offer Shares and will be proposed as an ordinary resolution. To be passed an ordinary resolution requires a simple majority of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities and the authority granted by Resolution 1 and 3.
Resolution 6
Resolution 6, if passed will grant to the Directors an authority to allot the Open Offer Shares on a non pre-emptive basis and will be proposed as a special resolution. To be passed a special resolution requires at least three quarters of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on 31 March 2023 and will, unless the General Resolutions are passed, be in addition to the 2022 Authorities and the authority granted by Resolution 2 and 4.
The Open Offer Resolutions are conditional on the CIG Resolutions. In the event that the Open Offer Resolutions are not passed at the General Meeting, the Open Offer will not complete.
General Resolutions
In addition, at the General Meeting the General Resolutions will be proposed to refresh and replace the 2022 Authorities and are summarised below.
Resolution 7
Resolution 7, if passed, will grant to the Directors a general authority to allot:
(a) in relation to a pre-emptive rights issue only, equity securities (as defined by section 560 of the Act) up to a maximum nominal amount of £4,095,477, which represents approximately two thirds of the Enlarged Share Capital (assuming the full take up of the Open Offer). This maximum is reduced by the nominal amount of any Relevant Securities allotted under paragraph (b) below;
(b) in any other case, Relevant Securities up to a maximum nominal amount of £2,047,739 which represents approximately one third of the Enlarged Share Capital (assuming the full take up of the Open Offer). This maximum is reduced by the nominal amount of any equity securities allotted under paragraph (a) above in excess of £2,047,739.
Therefore, the maximum nominal amount of Relevant Securities (including equity securities) which may be allotted under this resolution is £4,095,477. Resolution 7 will be proposed as an ordinary resolution. To be passed an ordinary resolution requires a simple majority of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on the date which is 18 months after the date on which it is passed or, if earlier, the date of the next annual general meeting of the Company and will, be in substitution for 2022 Authorities, but will be in addition to the authority granted by Resolutions 1, 3 and 5.
The Directors currently intend only to make use of this authority:
(a) in connection with the grant of any options to the directors of the Company and employees of the Company's group; and
(b) as may be necessary to manage the Company's capital resources.
Resolution 7 is conditional on the passing of the CIG Resolutions.
Resolution 8
Resolution 8, if passed, will give the Directors power, pursuant to the authority to allot granted by Resolution 7 to allot equity securities (as defined by section 560 of the Act) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of £614,322 which represents approximately 10 per cent. of the Enlarged Share Capital (assuming the full take up of the Open Offer).
Resolution 8 will be proposed as a special resolution. To be passed a special resolution requires at least three quarters of the votes cast at the General Meeting (by Shareholders present in person or by proxy) to be cast in favour of it.
The directors have no immediate plans to make use of this authority other than in those circumstances which are referred to in the explanation relating to Resolution 7.
This authority, if granted by Shareholders, will expire and will expire on the date which is 18 months after the date on which it is passed or, if earlier, the date of the next annual general meeting of the Company and will, be in substitution for 2022 Authorities, but will be in addition to the authority granted by Resolutions 2, 4 and 6.
Resolution 8 is conditional on the passing of the CIG Resolutions and Resolution 7.
IRREVOCABLE UNDERTAKINGS AND RECOMMENDATION
The Directors consider that the Resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings.
Certain shareholders, including the Directors, holding, in aggregate, between them approximately 9.8% of the Existing Ordinary Shares, have undertaken to vote in favour of the Resolutions in respect of their respective holdings of Ordinary Shares in the Company.
In addition, certain shareholders, holding, in aggregate, between them approximately 7% of the Existing Ordinary Shares, have indicated, without having signed an undertaking, that they intend to vote in favour of the Resolutions.
The CIG Subscription is conditional on the passing of the CIG Resolutions. The Subscription is conditional on the passing of the CIG Resolutions and the Subscription Resolutions. The Open Offer is conditional on the passing of the CIG Resolutions and the Open Offer Resolutions.
Extract from the Circular - Definitions
2022 AGM | the last annual general meeting of the Company held on 23 June 2022 |
2022 Authorities | the shareholder authorities granted by resolutions 6 and 7 as set out in the notice of the 2022 AGM |
Act | the Companies Act 2006 (as amended) |
Admission | admission to trading on AIM of the New Ordinary Shares becoming effective in accordance with the AIM Rules |
AIM | the AIM market operated by the London Stock Exchange |
AIM Rules | the AIM Rules for Companies published by the London Stock Exchange from time to time |
Application Form | the application form enclosed with this document on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer |
Articles | the articles of association of the Company as at the date of this document |
Board or Directors | the board of directors of the Company from time to time |
certificated or in certificated form | an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST) |
Chairman | the Chairman of the Board from time to time |
CIG | CIG SA, an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606, and which is controlled by the same principal as the Company's primary lending bank |
CIG Announcement | RNS Number 1708P released by the Company on 7 February 2023 relating to, inter alia, the CIG Subscription |
CIG First Tranche Shares | 39,360,800 of the CIG Subscription Shares |
CIG First Tranche Subscription | the unconditional subscription for the CIG First Tranche Shares at the Issue Price |
CIG Resolutions | those Resolutions numbered 1 and 2 in the Notice of General Meeting |
CIG Second Tranche Shares | 117,724,008 of the CIG Subscription Shares |
CIG Second Tranche Subscription | the conditional subscription for the CIG Second Tranche Shares at the Issue Price |
CIG Subscription | the subscription by CIG for the CIG Subscription Shares at the Issue Price pursuant to the CIG Subscription Agreement |
CIG Subscription Agreement | the agreement dated 6 February 2023 between the Company (1) and CIG (2) in respect of the CIG Subscription |
CIG Subscription Shares | up to 157,084,808 new Ordinary Shares |
Company | Hummingbird Resources plc, a company registered in England and Wales with Company number 05467327 |
CREST | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations) |
CREST Manual | the rules governing the operation of CREST, as published by Euroclear |
CREST member | a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
CREST participant | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) |
CREST member account ID | the identification code or number attached to a member account in CREST |
CREST participant ID | shall have the meaning given in the CREST Manual |
CREST payment | shall have the meaning given in the CREST Manual |
CREST Regulations | the Uncertificated Securities Regulations 2001 (S.I. 2001 No, 3755) (as amended) |
CREST sponsor | a CREST participant admitted to CREST as a CREST sponsor |
CREST sponsored member | a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members) |
Enlarged Share Capital | the 614,321,643 Ordinary Shares in issue following the issue allotment and admission to trading of the New Ordinary Shares, assuming full subscription for the Open Offer Shares |
Euroclear | Euroclear UK & Ireland, the operator of CREST |
Excess Application Facility | the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer |
Excess CREST Open Offer Entitlement | in respect of each Qualifying CREST Shareholder, their entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full |
Excess Entitlement | Open Offer Shares in excess of the basic Open Offer Entitlement (but not in excess of the total number of Open Offer Shares) |
Excess Shares | Ordinary Shares applied for by Qualifying Shareholders under the Excess Application Facility |
Ex-entitlement Date | the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 8.00 a.m. on 22 February 2023 |
Existing Ordinary Shares | 455,773,694 Ordinary Shares in issue as at the date of this agreement |
FCA | the Financial Conduct Authority |
Financial Promotion Order | the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) |
Form of Proxy | the form of proxy for use in connection with the General Meeting |
FSMA | the Financial Services and Markets Act 2000 (as amended) |
| |
General Meeting | the general meeting of the Company to be held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AN at 1.00 p.m. on 13 March 2023, or any adjournment thereof, notice of which is set out at the end of this document |
General Resolutions | those Resolutions numbered 7 and 8 in the Notice of General Meeting |
Group | together the Company and its subsidiary undertakings |
ISIN | International Securities Identification Number |
Issue Price | 7.79 pence per New Ordinary Share |
New Ordinary Shares | the Subscription Shares, the CIG Second Tranche Shares and the Open Offer Shares |
Notice of General Meeting | the notice of the General Meeting set out at the end of this document |
Open Offer | the conditional invitation made to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part 3 (Terms and Conditions of the Open Offer) of this document and, where relevant, in the Application Form |
Open Offer Entitlement | the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to subscribe for 1 Open Offer Share for every 17.752385 Existing Ordinary Shares registered in their name as at the Record Date |
Open Offer Shares | up to 25,673,941 new Ordinary Shares conditionally offered to Qualifying Shareholders pursuant to the Open Offer |
Official List | the Official List of the FCA |
Ordinary Shares | ordinary shares of £0.01 each in the capital of the Company |
Overseas Shareholders | Shareholders with registered addresses, or who are citizens or residents of, or incorporated in, countries outside of the United Kingdom |
Placement | together the Subscription, the CIG Second Tranche Subscription and the Open Offer |
Qualifying CREST Shareholders | Qualifying Shareholders holding Existing Ordinary Shares in a CREST account |
Qualifying Non-CREST Shareholders | Qualifying Shareholders holding Existing Ordinary Shares in certificated form |
Qualifying Shareholders | subject to any restrictions imposed on Overseas Shareholders, holders of Existing Ordinary Shares whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in this document and the Application Form and for the avoidance of doubt the Open Offer is not being made to (i) persons in Restricted Jurisdictions; or (ii) Shareholders who have participated in the Subscription; or (iii) CIG |
Prospectus Rules | the prospectus rules published by the FCA pursuant to section 73A of FSMA (as amended from time to time) |
Prospectus Regulation | EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018) on the requirements for a prospectus to be published when securities are offered to the public or admitted to trading |
Registrars | Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL |
Receiving Agents | Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL |
Record Date | 6.00 p.m. on 21 February 2023, being the record date for the purposes of the Open Offer |
Relevant Securities | (a) shares in the Company other than shares allotted pursuant to:
(i) an employee share scheme (as defined by section 1166 of the Act); or
(ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
(iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security.
(b) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Act). References to the allotment of Relevant Securities include the grant of such rights. |
Resolutions | the resolutions set out in the Notice of General Meeting |
Restricted Jurisdictions | the United States of America, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law |
Shareholders | holders of Ordinary Shares |
Subscription | the direct subscription with the Company by certain subscribers for the Subscription Shares at the Issue Price to raise approximately £1,180,185 |
Subscription Shares | 15,150,000 new Ordinary Shares |
Voting Record Time | the time and date on which Shareholders must be on the Company's register of members in order to be able to attend and vote at the General Meeting, being 6:00 p.m. on 09 March 2023 |
£ and p and GBP and pence | the legal tender of the United Kingdom from time to time |
US$ or $ | US dollars being the legal tender of the United States from time to time |
Extract from the Circular - Statistics of the Placement
Issue Price | 7.79 pence |
Number of Existing Ordinary Shares in issue as at the date of this document | 455,773,694 |
Percentage of Existing Ordinary Shares represented by the CIG First Tranche Shares | 8.636% |
Number of Subscription Shares | 15,150,000 |
Number of CIG Second Tranche Shares | 117,724,008 |
Maximum number of Open Offer Shares being offered pursuant to the Open Offer | 25,673,941 |
Enlarged Share Capital* | 614,321,643 |
Market capitalisation at the Issue Price* | £47,855,656 |
Percentage of the Enlarged Share Capital represented by the CIG Subscription Shares** | 25.57% |
Percentage of the Enlarged Share Capital represented by the New Ordinary Shares** | 25.81% |
Estimated gross proceeds of the Placement* | £12,350,885 |
Maximum proceeds of the Open Offer | £2 million |
ISIN of the Existing Ordinary Shares | GB00B60BWY28 |
ISIN of the Open Offer Shares: Open Offer Entitlement | GB00BN452721 |
ISIN of the Open Offer Shares: Excess CREST Open Offer Entitlement | GB00BN452838 |
* Assuming that the Open Offer is fully subscribed
** Assuming that the Resolutions are passed at the General Meeting
The exchange rate used throughout this document for converting US dollars to pounds sterling is 0.83
Extract from the Circular - Expected Timetable of Principal Events
Each of the times and dates in the below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to shareholders by announcement through a Regulatory Information Service.
2023 | |
Record Date for entitlements under the Open Offer | 6:00 p.m. on 21 February |
Record Date attendance and voting at the General Meeting | 6:00 p.m. on 09 March |
Publication of this Circular and (to Qualifying Non-CREST Shareholders only) the Application Form | 22 February |
Ex-entitlement Date for the Open Offer | 8:00 a.m. on 22 February |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST | As soon as practical after 8:00 pm on 23 February |
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4:30 p.m. on 03 March |
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 06 March |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 07 March |
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system | 1.00 p.m. on 09 March |
Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction | 11.00 a.m. on 09 March |
Announcement of result of Open Offer | 10 March |
General Meeting | 1.00 p.m. on 13 March |
Announcement of result of General Meeting | 13 March |
Admission and commencement of dealings in the New Ordinary Shares on AIM | from 8:00 a.m. on 14 March |
CREST accounts expected to be credited for the New Ordinary Shares | from 8:00 a.m. on 14 March |
Latest date for posting of share certificates for the New Ordinary Shares in certificated form (if applicable) | by 21 March |
Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.
All references to time and dates in this document are to time and dates in London.
**ENDS**
Notes to Editors:
Hummingbird Resources plc (AIM: HUM) is a leading multi-asset, multi-jurisdiction gold production, development and exploration Company, member of the World Gold Council and founding member of Single Mine Origin (www.singlemineorigin.com). The Company currently has two core gold projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa Gold Mine in Guinea, which will more than double current gold production when production, scheduled for first gold pour end of Q2 2023. Further, the Company has a controlling interest in the Dugbe Gold Project in Liberia that is being developed by Pasofino Gold Limited through an earn-in agreement. The final feasibility results on Dugbe showcase 2.76Moz in Reserves and strong economics such as a 3.5-year capex payback period once in production, and a 14-year life of mine at a low AISC profile. Our vision is to continue to grow our asset base, producing profitable ounces, while central to all we do being our Environmental, Social & Governance ("ESG") policies and practices.
For further information, please visit hummingbirdresources.co.uk or contact:
Daniel Betts, CEO Thomas Hill, FD Edward Montgomery, CSO & ESG | Hummingbird Resources plc | Tel: +44 (0) 20 7409 6660 |
James Spinney Ritchie Balmer
| Strand Hanson Limited Nominated Adviser | Tel: +44 (0) 20 7409 3494 |
James Asensio Thomas Diehl | Canaccord Genuity Limited Broker | Tel: +44 (0) 20 7523 8000 |
Bobby Morse Oonagh Reidy George Cleary | Buchanan Financial PR/IR | Tel: +44 (0) 20 7466 5000 Email: HUM@buchanan.uk.com |