THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA (EXCEPT TO SOPHISTICATED INVESTORS AND PROFESSIONAL INVESTORS), JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
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 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Asiamet Resources Limited
("Asiamet" or the "Company")
Successful Placing of approximately US$3.3 Million
_____________________________________________________________________
29 November 2018 - Asiamet Resources Limited, (AIM: ARS) (the "Company"), is pleased to announce that following the announcement ("Placing Announcement") regarding the launch of a proposed placing (the "Placing"), it has successfully placed 60,748,462 new common shares of par value US$0.01 each in the Company (the "Placing Shares") at a price of 4.25 pence per share (the "Placing Price") raising gross proceeds of approximately US$3.3 million (approximately £2.6 million).
The Placing was oversubscribed and supported by existing as well as new shareholders. The Placing was conducted by way of an Accelerated Bookbuild process. Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") acted as sole bookrunner and joint broker, and Optiva Securities acted as joint broker in relation to the Placing.
The Placing is conditional upon, inter alia, admission of the Placing Shares to trading (which will be issued and settled in CREST to the extent possible) on AIM, which is expected to occur at 8.00 a.m. on 5 December 2018 ("Admission"), and the Placing Agreement not being terminated in accordance with its terms. Following Admission, the Company's issued share capital will comprise 998,773,721 common shares. From Admission, the figure of 998,773,721 may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Note: for the purposes of this Announcement figures have been calculated based on an exchange rate of US$1.2743=£1.00.
Director's Participation
Tony Manini, a Director and Executive Chairman of the Company, Peter Bird, a Director and CEO of the Company, and Dominic Heaton, a Non-Executive Director of the Company, are participating in the Placing and have agreed to subscribe for 705,882, 197,647 and 1,317,647 Placing Shares respectively at the Placing Price.
On Admission, the shareholdings of the Directors will be as follows:
Director |
Holding of Common Shares |
Percentage of Enlarged Share Capital |
Tony Manini |
32,110,977 |
3.22% |
Peter Bird |
379,456 |
0.04% |
Dominic Heaton |
1,317,647 |
0.13% |
Defined terms used in this Announcement will have the meaning (unless the context otherwise requires) as set out in the Placing Announcement released on 28 November 2018.
Enquiries:
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: [email protected]
Peter Bird
Director & CEO, Asiamet Resources Limited
Email: [email protected]
Sole Bookrunner & Joint Broker: Berenberg
Matthew Armitt, Sara MacGrath
Telephone: +44 20 3753 3142
Email: [email protected] / [email protected]
Joint Broker: Optiva Securities
Christian Dennis
Telephone: +44 20 3137 1903
Email: [email protected]
FlowComms Limited
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: [email protected]
Nominated Adviser: RFC Ambrian Limited
Andrew Thomson, Stephen Allen
Telephone: +61 8 9480 2500
Email: [email protected] / [email protected]
IMPORTANT INFORMATION
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 (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States of America nor will they qualify for distribution under any of the relevant securities laws of Australia (other than to "Sophisticated Investors" (as defined in Section 708(8) of the Australian Corporations Act 2001) or "Professional Investors" (as defined in Section 708(11) of the Australian Corporations Act 2001)), Canada, Japan or the Republic of South Africa, nor has any prospectus in connection with the securities been lodged with or registered by the Australian Securities and Investments Commission. The securities may not be offered or sold in the United States of America. This announcement is not for distribution directly or indirectly in or into the United States of America, Australia (other than to "Sophisticated Investors" (as defined in Section 708(8) of the Australian Corporations Act 2001) or "Professional Investors" (as defined in Section 708(11) of the Australian Corporations Act 2001)), Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful.
This Announcement, does not constitute a prospectus or prospectus equivalent document for the purposes of the prospectus rules and has not been, and will not be, approved by, or filed with, the Financial Conduct Authority ("FCA"). It 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 of or invitation to buy or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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.
This Announcement has been 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 Berenberg or by any of their affiliates or agents 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.
Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and is subject to limited regulation in the UK by the FCA. Berenberg is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Berenberg 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 and Berenberg to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised 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.
All times and dates in this Announcement may be subject to amendment. Berenberg shall notify the Placees and any person acting on behalf of the Placees of any changes.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
