Last checked at 19 Mar 2015 07:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ACQUISITION AND FIRM PLACING AND PLACING AND OPEN OFFER (TOGETHER, THE "TRANSACTION"). COPIES OF THE COMBINED PROSPECTUS AND CIRCULAR ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND, SUBJECT TO APPLICABLE SECURITIES LAWS, ON THE COMPANY'S WEBSITE.
19 March 2015
Coalfield Resources plc ("Coalfield Resources" or the "Company")
Result of Firm Placing and Placing and Open Offer
On 3 March 2015, Coalfield Resources announced details of the acquisition of the 75.1 per cent. of Harworth Estates Property Group Limited that it does not already own and a proposed Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £115.0 million through the issue of, in aggregate, 1,586,566,912 new ordinary shares of 1p each ("Ordinary Share") at a price of 7.25 pence per share, with 1,500,073,129 New Ordinary Shares to be issued through the Firm Placing and 86,493,783 New Ordinary Shares to be issued through the Placing and Open Offer (together, the "Transaction"). The Firm Placed Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptances at 11.00 a.m. on 18 March 2015. The Company is pleased to announce that the Open Offer was taken up in full by Qualifying Shareholders. Accordingly, no Open Offer Shares have been allocated to the investors with whom they had been conditionally placed under the Placing.
The Transaction is conditional upon, amongst other things, the approval by Shareholders of the Resolutions at the General Meeting to be held on 23 March 2015 at 11.00 a.m. and upon Admission.
Applications have been made to the UK Listing Authority for the New Ordinary Shares to be admitted to listing on the standard segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and dealings commence in the New Ordinary Shares at 8.00 a.m. on 24 March 2015. Thereafter the Company will have a total of 2,922,697,857 Ordinary Shares in issue.
The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions (if any) declared, paid or made by Coalfield Resources after Admission.
Set out below is an expected timetable of principal events in relation to the completion of the Transaction:
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via the CREST system
| 11.00 a.m. on 21 March 2015 |
General Meeting
| 11.00 a.m. on 23 March 2015 |
Admission and commencement of dealings in the New Ordinary Shares and the Consideration Shares expected to commence
| 8.00 a.m. on 24 March 2015 |
CREST stock accounts expected to be credited for the New Ordinary Shares
| as soon as possible after 8.00 a.m. on 24 March 2015 |
Share certificates for New Ordinary Shares expected to be despatched | within 7 days of Admission |
Each of the times and dates in the above timetable is subject to change, in which event details of the new times and/or dates will be notified to the FCA and the London Stock Exchange and, where appropriate, Shareholders.
This announcement should be read in conjunction with the full text of the prospectus published by Coalfield Resources on 3 March 2015 (the "Prospectus"). The Prospectus is available for inspection, subject to applicable securities laws, in electronic form on the Company's website http://www.coalfieldresources.com/investors Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the Prospectus.
Enquiries:
Coalfield Resources plc Jonson Cox, Chairman Jeremy Hague, Finance Director | +44 (0) 1143 030 882 |
Investec Bank plc (Financial Adviser and Broker to Coalfield Resources) Jeremy Ellis, Chris Sim, David Anderson, Symmie Swil |
+44 (0) 20 7597 4000 |
Cardew Group (Media) |
+44 (0) 20 7930 0777 |
Anthony Cardew, Tom Horsman
|
Important Notices:
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction where the availability of the Firm Placing and Placing and Open Offer would breach any applicable law.
This announcement is an advertisement and not a prospectus or a prospectus equivalent document. Copies of the Prospectus are available from the Company's registered office and, subject to applicable securities laws, on the Company's website.
This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements should only be made on the basis of information contained in and incorporated by reference into the Prospectus. Nothing in this announcement should be interpreted as a term or condition of the Firm Placing and Placing and Open Offer.
This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, Japan or South Africa. The New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, may not be offered, sold, resold, taken up, delivered or distributed, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws.
This announcement does not constitute an offer of New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements to any person with a registered address in, or who is resident in, Australia, New Zealand, Canada, Japan or South Africa. None of the New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements has been or will be registered under the relevant laws of any state, province or territory of Australia, New Zealand, Canada, Japan or South Africa.
This announcement has been prepared for the purposes of complying with the applicable laws and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.