TIDMZOX
RNS Number : 1480E
ZincOx Resources PLC
07 April 2014
7 April 2014
Not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States of
America, Canada, Australia, The Republic of South Africa, Japan,
New Zealand or Russia.
ZincOx Resources plc
("ZincOx" or the "Company")
Proposed Open Offer
to raise up to approximately GBP3.93 million
On 1 April 2014, the Company announced that it had raised
approximately GBP1.03 million through a placing of 10,346,672
Ordinary Shares at a price of 10 pence per share and proposals to
raise up to approximately a further GBP4 million by way of an Open
Offer (the "Placing Announcement").
The Company is today posting a circular to all Qualifying
Shareholders setting out details of the proposed Open Offer to
raise up to GBP3.93 million through the issuance of up to
39,288,120 shares in the Company (the "Circular").
As the Placing was carried out at a discount of 37.5 per cent.
to the closing mid-market price of an existing Ordinary Share of 16
pence on 31 March 2014, subject to the terms and conditions of the
Open Offer, the Company is enabling Qualifying Shareholders to
participate in the Open Offer at the same price as investors under
the Placing on the basis of 7 Open Offer Shares for every 26
existing Ordinary Shares registered in their name at the Record
Date, being 5:30 p.m. on 3 April 2014.
The Open Offer is conditional, inter alia, on the approval of
Shareholders at the General Meeting. The Circular therefore
contains a Notice of General Meeting to be held on 24 April 2014 at
the offices of Eversheds LLP, One Wood Street, London EC2V 7WS, at
which it is proposed that certain resolutions required to
facilitate the Open Offer be passed. An Application Form for use by
Qualifying Ordinary Shareholders in connection with the Open Offer
and a Form of Proxy for use in connection with the General Meeting
will accompany the Circular.
Instructions on how to participate in the Open Offer are set out
in the Circular and, where applicable, in the Application Form.
Qualifying Shareholders may apply for more or less Open Offer
Shares than they are entitled to under the Open Offer and
applications in excess of the Open Offer entitlements will be dealt
with through the Excess Application Facility, details of which are
set out in the Circular.
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. The Open Offer
Shares are expected to commence trading at 8:00 a.m. on 25 April
2014 and will rank pari passu in all respects with the existing
Ordinary Shares.
The proceeds of the Open Offer, assuming full subscription, will
be used to purchase equipment to complete the ramp-up of the
Company's first recycling plant, KRP, with the balance to be used
as working capital.
Capitalised terms and expressions used in this announcement are
defined in the Circular, unless stated otherwise.
Open Offer Statistics
Number of existing Ordinary Shares in issue as at the date of
this announcement 145,927,301
Issue Price 10 pence
Basis of Open Offer 7 Open Offer Shares for every 26
existing
Ordinary Shares
Maximum number of Open Offer Shares 39,288,120
Enlarged Issued Share Capital following completion of the Open
Offer(1)
185,215,421
Open Offer Shares as a percentage of the Enlarged Issued Share
Capital(1)
21.2%
Maximum gross proceeds of the Open Offer receivable by the
Company(2) GBP3,928,812
Estimated net proceeds of the Open Offer(2) GBP3.75 million
(1) Assuming full subscription under the Open Offer and no
exercise of any options or warrants prior to Admission.
(2) Assuming full subscription under the Open Offer.
Expected Timetable of Principal Events
The dates and times set out below are based on the Company's
current expectations and may be subject to change. References in
this announcement to times are to London times, unless otherwise
stated.
Record Date for entitlement under the 5:30 p.m. on 3
Open Offer April 2014
Announcement of the Open Offer 7:00 a.m. on 7
April 2014
Ex-entitlement date for the Open Offer 7 April 2014
Publication of the Circular, the Application 7 April 2014
Form and the Form of Proxy
Open Offer Entitlements credited to stock 8 April 2014
accounts of Qualifying CREST Holders
into CREST
Recommended latest time for requesting 4:30 p.m. on 15
withdrawal of Open Offer Entitlements April 2014
and Excess CREST Open Offer Entitlements
from CREST
Recommended latest time for depositing 3:00 p.m. on 16
Open Offer Entitlements and Excess CREST April 2014
Open Offer Entitlements into CREST
Recommended latest time and date for 3:00 p.m. on 17
splitting of Application Forms April 2014
Latest time and date for receipt of Forms 10:30 a.m. on
of Proxy 22 April 2014
Latest time and date for receipt of applications 11:00 a.m. on
by Qualifying Ordinary Shareholders and 23 April 2014
Qualifying CREST Holders under the Open
Offer
Announcement of the Results of the Open 24 April 2014
Offer
General Meeting 10:30 a.m. on
24 April 2014
Admission and commencement of dealings 8:00 a.m. on 25
in the Open Offer Shares April 2014
Expected date for crediting of the Open 25 April 2014
Offer Shares issued to CREST stock accounts
in uncertificated form
Expected date for despatch of definitive by 2 May 2014
share certificates (where applicable)
For further information, please visit www.zincox.com or
contact:
ZincOx Resources plc Tel: +44 (0) 127
645 0100
Andrew Woollett, Executive Chairman
Peel Hunt LLP (Nominated Adviser Tel: +44 (0) 207
and Broker) 418 8900
Richard Kauffer
Daniel Harris
Tavistock Communications (Financial Tel: +44 (0) 207
PR) 920 3150
Jessica Fontaine
Simon Hudson
A reference to "GBP" is to pounds sterling, the lawful currency
of the UK.
A reference to "United States Dollars" or "US$" is to United
States dollars, the lawful currency of the United States of
America.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company as nominated adviser and broker and no one else
(including the recipients of this Announcement) in connection with
the Placing described in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Peel Hunt LLP or for advising
any other person in connection with the matters described in this
Announcement. Peel Hunt LLP makes no representation, express or
implied, with respect to the accuracy or completeness of any
information contained in this Announcement and accepts no
responsibility for, nor does it authorise, the contents of, or the
issue of this Announcement, or any other statement made or
purported to be made by the Company, or on its behalf, in
connection with the Company or any of the other matters described
in this Announcement and, accordingly, to the fullest extent
permitted by law disclaims all and any liability whatsoever whether
arising out of tort, contract or otherwise which it might otherwise
have in respect of this Announcement or any other statement.
Important information
The distribution of this Announcement outside the UK may be
restricted by law. Persons outside the UK who come into possession
of this Announcement should inform themselves about and observe any
such restrictions. Failure to comply with such restrictions may
constitute a violation of the securities laws of such
jurisdictions. This Announcement does not constitute an offer to
sell or an invitation to subscribe for, or solicitation of an offer
to subscribe or buy, the Placing Shares to any person in any
Restricted Jurisdiction. In particular, this Announcement is not
for distribution in or into the United States of America, Canada,
Australia, The Republic of South Africa, Japan, New Zealand or
Russia. Accordingly, the Placing Shares may not, subject to certain
exceptions, be offered directly or indirectly in or into the United
States of America, Canada, Australia, The Republic of South Africa,
Japan, New Zealand or Russia. The Placing Shares have not been and
will not be registered under the United States Securities Act of
1933 (as amended) or under the securities legislation of any state
of the United States of America, Canada, Australia, the Republic of
South Africa, Japan, New Zealand or Russia and they may not be
offered or sold directly or indirectly within those Restricted
Jurisdictions or to or for the account or benefit of any national,
citizen or resident of such jurisdictions.
This Announcement is being distributed in the United Kingdom
only and is directed at persons who are (i) investment
professionalswithin the meaning of paragraph (5) of Article 19 or
high net worth companies or unincorporated associations within the
meaning of paragraph (2) of Article 49, of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (S1
2005/1529); and (ii) qualified investors within the meaning of
section 86(7) of theFinancial Services and Markets Act 2000 (all
such persons together being referred to as "relevant persons"). Any
person who is not a relevant person should not act or rely on this
Announcement or any of its contents.
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the United Kingdom Listing
Authority. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation
with an independent financial adviser. Neither the London Stock
Exchange nor the UK Listing Authority have examined or approved the
contents of this Announcement. The AIM Rules are less demanding
than those of the Official List of the UK Listing Authority.
The total consideration under the Open Offer shall be less than
EUR5,000,000 (or an equivalent amount) in aggregate. Therefore, in
accordance with section 85 and Schedule 11A of the Financial
Services and Markets Act 2000, a prospectus is not required to be
produced in connection with the Open Offer for the purposes of the
ProspectusRules published by the Financial Conduct Authority.
The directors of the Company accept responsibility for the
information contained in this Announcement. To the best of the
knowledge and belief of the directors (who have taken reasonable
care to ensure that such is the case), the information contained in
this Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Forward-looking statements
Certain statements contained in this Announcement are or may
constitute "forward-looking statements". These statements may be
identified by words such as "expects", "looks forward to",
"anticipates", "targets", "aims", "may", "would", "could",
"intends", "plans", "believes", "seeks", "estimates", "will",
"project" or words of similar meaning. They include all matters
that are not historical facts. Such statements are based on the
current expectations and certain assumptions of the Directors, and
are, therefore, subject to certain risks and uncertainties.
Forward-looking statements are not guarantees of future performance
and a number of factors could cause actual results and developments
to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements in this
Announcement speak only as of the date of this Announcement. Except
as required by law, the Company disclaims any obligation to update
any such forward-looking statements to reflect future events or
developments.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEIIMFTMBJMBAI
Zincox (LSE:ZOX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Zincox (LSE:ZOX)
Historical Stock Chart
From Jul 2023 to Jul 2024
