Last checked at 13 Dec 2021 17:57
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TRIDENT ROYALTIES PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)
13th December 2021
Trident Royalties plc
("Trident" or the "Company")
PrimaryBid Offer
Trident Royalties plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, is pleased to announce an offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 1p each in the Company ("New Ordinary Shares") at an issue price of 36 pence per New Ordinary Share (the "Issue Price"), being a discount of approximately 5.3% per cent to the closing mid-price on 10th December 2021. The Company is also procuring subscribers and conducting a firm placing (the "Firm Placing") and a conditional placing (the "Conditional Placing", and together with the Firm Placing, the "Placing") of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process lead-managed by Tamesis Partners LLP, Ashanti Capital Pty Ltd and Stifel Nicolaus Europe Limited as announced earlier today. The PrimaryBid Offer, Placing and the subscriptions are together hereafter collectively referred to as the "Fundraising".
The PrimaryBid Offer and the Firm Placing are conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Firm Placing being admitted to trading on 20th December 2021 ("Admission"). Admission is expected to be take place at 8.00 a.m. on or around 20th December 2021. The PrimaryBid Offer will not be completed without the Firm Placing also being completed.
As separately announced today, the Company is pleased to announce the proposed acquisition of a portfolio of producing gold offtake streams (the "Portfolio") from funds managed by Orion Resource Partners ("Orion") for a total consideration of US$69.75 million (the "Acquisition"). Details of the Acquisition are contained in that announcement.
As of 30 November 2021, the Company had cash at bank and on hand of approximately US$14.2 million.
The proceeds of the Fundraising of approximately US$35.0 million, before expenses, will be utilised to partly fund the cash component of the Acquisition consideration, for future royalty and streaming asset acquisitions, and for general corporate purposes.
Following the completion of the Fundraising and the Acquisition, the Company is expected to have pro forma cash of approximately US$19.2 million before expenses.
The successful completion of the Placing will therefore enable the Company to complete the Acquisition while maintaining a strong balance sheet and cash on hand for future royalty and stream acquisitions.
PrimaryBid Offer
The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, is open to individual and institutional investors now and will close at or before 8 p.m. on 13th December 2021. The PrimaryBid Offer may close early if it is oversubscribed.
Subscriptions under the PrimaryBid Offer will be considered by the Company at the company's discretion, subject to conditions (which are available to view on PrimaryBid.com).
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid.com at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
Trident Royalties Plc Adam Davidson | www.tridentroyalties.com +1 (757) 208-5171 |
Grant Thornton (Nominated Adviser) Colin Aaronson / Samantha Harrison | www.grantthornton.co.uk +44 020 7383 5100 |
PrimaryBid Limited James Deal / Charles Spencer
| enquiries@primarybid.com |
Details of the Offer
The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.
The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
There is a minimum subscription of £250 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com.
For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.