Last checked at 6 Nov 2023 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR") AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 19 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
6 November 2023
Kore Potash Plc
("Kore Potash" or the "Company")
Notice of General Meeting
Further to its announcement (the "Fundraising Announcement"), at 7.00am (UK time) on 31 October 2023 regarding the outcome of a share subscription to raise US$2.5 million through the issue of 336,575,000 new ordinary shares in the Company ("Unconditional Subscription Shares") to certain eligible existing shareholders at a price of 0.38 pence per share (the "Subscription Price") and conditional on the approval of shareholders at a general meeting of the Company, 205,675,000 new ordinary shares placed with existing shareholders at the Subscription Price ("Conditional Subscription Shares") (the "Fundraise"), Kore Potash, the potash exploration and development company whose flagship asset is the 97%-owned Sintoukola Potash Project located within the Republic of Congo, today announces that it will be holding a general meeting of shareholders (the "General Meeting") on 7 December 2023 at 10am UK time. A circular containing the formal notice of meeting is being dispatched to the Company's shareholders (the "Circular").
Full details of the General Meeting and each of the resolutions to be put before the meeting can be found in the Circular which will be available at www.korepotash.com or via the following link:
http://www.rns-pdf.londonstockexchange.com/rns/4725S_1-2023-11-6.pdf.
As explained in the Fundraising Announcement, completion of the Fundraise is subject to the Company's shareholders approving certain resolutions (including for the purposes of ASX Listing Rules 7.1 and 10.11) to authorise the issue of new ordinary shares ("New Shares").
David Hathorn, Chairman of the Company participated in the Fundraise via two separate trusts of US$0.375 million each, which, if approved at the General Meeting, will result in the issue of 162,375,000 new ordinary shares of US$0.001 each in the Company.
The General Meeting is being held to seek approval of the shares to be issued to both trusts which are associated with David Hathorn.
Accordingly, the General Meeting is being held to seek shareholder approval of, amongst other matters, the issue of the 162,375,000 New Shares at an issue price of 0.0.38p (0.72 Australian cents) per New Share as described above for Mr Hathorn.
The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise is as follows:
Event | Date |
Record date to determine which Shareholders on the JSE are entitled to receive this Circular | 27 October 2023 |
Announcement of Fundraise | 31 October2023 |
Circular made available on the Company's website | 6 November 2023 |
Admission of Unconditional Subscription Shares to trading on AIM | 7 November 2023 |
Admission of Unconditional Subscription Shares to trading on JSE | 7 November 2023 |
Quotation of Unconditional Subscription Shares on ASX | 7 November 2023 |
Publication of this Circular | 8 November 2023 |
Last day to trade on the JSE in order to be eligible to attend and vote at the General Meeting | 28 November 2023 |
Latest time and date for receipt of CDI Voting | 5 pm (Perth time) on 1 December 2023 |
Record date to determine which Shareholders on the JSE are entitled to attend and vote at the General Meeting | 1 December 2023 |
Record date to determine which Shareholders on AIM are entitled to attend and vote at the General Meeting | 1 December 2023 |
Latest time and date for receipt of Forms of Proxy | 10 am (UK time), on 5 December 2023 12 pm (South African time) on 5 December 2023 |
Time and date of the General Meeting | 10 am (UK time) / 12 pm (South African time) / 6pm (Perth time) on 7 December 2023 |
Announcement of the results of the General Meeting | on or around 7 December 2023 |
Allotment and issue of the Conditional Subscription Shares | 14 December 2023 |
Admission to trading on AIM of the Conditional Subscription Shares | 8:00 a.m. (London time) on 14 December 2023 |
Admission to trading on the JSE of the Conditional Subscription Shares | 9:00 a.m. (South African time) on 14 December 2023 |
Quotation of the Conditional Subscription Shares on ASX | 8:00 a.m. (Perth time) on 14 December 2023 |
Each of the times and dates in the above expected timetable may be subject to change, in which event details of the new times and dates will be notified, where appropriate, by means of an announcement through a Regulatory Information Service.
Full details of the General Meeting and each of the resolutions to be put before the meeting can be found in the Circular which will be available at www.korepotash.com.
The General Meeting will be held at the offices of our solicitors, RBG Legal Services Limited, trading as Memery Crystal, 165 Fleet Street, London EC4A 2DYand in order to reduce travel costs, it is likely that a limited number of Directors, if any, will be present at the venue, although most will dial-in to the Meeting via an electronic audio webcast. The Company is therefore also offering Shareholders the option to participate in the Meeting remotely via the electronic audio webcast:
To access the General Meeting remotely, please register via the link below, which will then provide dial-in options:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=4850586&linkSecurityString=ce0846904
Please pre-register at least 10 minutes before the beginning of the meeting.
If you have no internet access, the following numbers can also be used to dial in:
South Africa - 011 535 3600
UK - 0 3333 001 418
Australia - 1 800 350 100
Other countries - +27 11 535 3600
Please dial in at least 5 minutes before the beginning of the meeting to allow for registration on the phone.
The Company strongly encourages all Shareholders to submit a proxy vote in advance of the General Meeting, appointing the Chairman of the General Meeting as their proxy rather than a named person.
This announcement has been authorised for release by the Board of Directors.
ENDS
For further information, please visit www.korepotash.com or contact:
Kore Potash Brad Sampson - CEO | Tel: +27 84 603 6238 |
Tavistock Communications Nick Elwes Adam Baynes |
Tel: +44 (0) 20 7920 3150 |
SP Angel Corporate Finance - Nomad and Broker Ewan Leggat Charlie Bouverat | Tel: +44 (0) 20 7470 0470 |
Shore Capital - Joint Broker Toby Gibbs James Thomas | Tel: +44 (0) 20 7408 4050 |
Questco Corporate Advisory - JSE Sponsor Doné Hattingh | Tel: +27 (11) 011 9205 |
Market Abuse Regulation
Market Abuse Regulation (MAR) Disclosure - The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
Important Notices
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe such restrictions.
This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy any ordinary shares or other securities of the Company to any person in Australia. This announcement is not, and does not purport to be, a document containing disclosures to investors for the purposes of Part 6D.2 of the Australian Corporations Act 2001 (Cth) and will not be filed with and has not been reviewed or approved by the Australian Securities and Investments Commission.
This announcement contains no "offer to the public" and does not constitute a "registered prospectus" as such expressions are defined in Chapter 4 of the South African Companies Act. This announcement does not constitute a pre-listing statement prepared in accordance with the Johannesburg Stock Exchange Listings Requirements.
This announcement is being issued by and is the sole responsibility of the Company. 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 SP Angel Corporate Finance LLP, nor any of their affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of SP Angel Corporate Finance LLP or any of their affiliates in connection with the Company or the Fundraise and any responsibility therefor is expressly disclaimed. 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 SP Angel Corporate Finance LLP or any of their affiliates, agents, directors, officers or employees 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.
Further notices
SP Angel Corporate Finance LLP is regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company as its nominated adviser for the purpose of the AIM Rules and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of SP Angel Corporate Finance LLP or for providing advice in relation to the matters described in this announcement.
No statement in this announcement is intended to be a profit forecast or estimate, 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.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new ordinary shares. Any investment decision to buy new ordinary shares in the Placing must be made on the basis of the terms and conditions set out in the Appendix to this announcement. The price of ordinary shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
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.