TIDMPERE
RNS Number : 4446U
Pembridge Resources plc
25 November 2019
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU
MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the "FCA") and not a prospectus and not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire, securities
in any jurisdiction, including in or into the United States,
Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained in the
investor presentation referred to herein shall form the basis of,
or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not subscribe for
or purchase any ordinary shares of nominal value 1 pence each in
the capital of the Company (subject to a share consolidation on a
10:1 basis) ("Ordinary Shares") referred to in this announcement or
the investor presentation except on the basis of information
contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant) (the "Prospectus") that may
be published by Pembridge Resources plc (the "Company" or
"Pembridge", and together with its subsidiaries and subsidiary
undertakings from time to time, the "Group") in due course in
connection with the possible offer of Ordinary Shares (the "Placing
Shares"), utilising the Company's existing shareholder authorities,
and the re-admission of its Ordinary Shares to the standard listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") ("Re-admission"). A copy of any Prospectus
published by the Company will, if published, be available for
inspection from the Company's website at
www.pembridgeresources.com, subject to certain access
restrictions.
25 November 2019
Announcement of Roadshow for Proposed Placing
London, United Kingdom - Pembridge Resources plc (LSE:PERE), is
pleased to announce that, further to the announcement made on 30
September 2019, the Company will today commence a roadshow (the
"Roadshow") to raise gross proceeds of between GBP3 million and
GBP5 million by way of a proposed placing of Placing Shares (the
"Proposed Placing").
The Company has appointed Brandon Hill Capital Limited ("Brandon
Hill") as the bookrunner in connection with the Proposed Placing
and expects to close the book in the next two weeks following
completion of the Roadshow.
Work is progressing on the necessary documentation to complete
the Company's Re-admission, including the Prospectus.
The Proposed Placing will be conditional upon entry by the
Company, members of the Pembridge management team and board of
directors (the "Board") into a placing agreement in connection with
the Proposed Placing with Brandon Hill, the FCA's approval of the
Prospectus, the publication of the Prospectus by the Company and
Re-admission occurring.
Highlights
-- Pembridge is targeting a raise of gross proceeds of between
GBP3 million and GBP5 million by way of the Proposed Placing
-- Priced at 12.5 pence per Placing Share
-- Pembridge intends to use the net proceeds of the Proposed
Placing to finance an intercompany loan of GBP2.3 million to Minto
Explorations Limited ("Minto"), held in restricted cash for
collateral towards a surety bond, and the remainder will be
allocated towards general and administrative functions at its
office in London and to cover the costs of Re-admission
-- In addition to the recently committed GBP1.7 million,
provided in the form of a long term (more than 1 year) convertible
loan to the Company as announced on 30 October 2019, the Chief
Executive Officer and Chairman of the Board intends to invest a
further GBP1 million through participation in the Proposed
Placing
-- Non-Executive Directors Francis McAllister and Guy Le Bel
intend, in principle and subject to contract, to invest up to
GBP100,000 each in the Company through participation in the
Proposed Placing
-- An investor presentation will be made available on the Company's website (https://www.pembridgeresources.com/investors/presentations-reports), subject to certain access restrictions
-- Interested parties should contact Brandon Hill for more information
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board of Pembridge stated:
"Further to the Company's announcement on 30 September 2019, we
are delighted to commence our roadshow in connection with the
Proposed Placing. With my personal commitment of GBP2 million in
total (GBP1 million through participation in the Proposed Placing,
and up to GBP1.7 million in the form of an already committed long
term (more than 1 year) convertible loan to the Company), a further
GBP200,000 commitment in aggregate from the other members of the
Board and the recent restart of operations at the Minto mine, we
expect interest in the Proposed Placing to be strong."
S
The person who arranged for the release of this announcement on
behalf of the Company was Gati Al-Jebouri, Chief Executive Officer
and Chairman of the Board.
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is currently suspended from
listing on the standard segment of the Official List of the FCA and
trading on the main market for listed securities of the London
Stock Exchange. Minto, a subsidiary of Pembridge, is a British
Columbia incorporated business operating the Minto mine in Yukon,
Canada.
About Minto Explorations Limited
Minto operates the underground copper-gold-silver mine located
in central Yukon, approximately 240 kilometres north of the capital
Whitehorse along the Klondike Highway. In excess of US$350 million
of capital expenditure has been invested into Minto operations
since site construction began in 2006. The Minto mine was in
continuous production between 2007 and 2018, when the mine was
placed onto temporary care and maintenance. Pembridge acquired
Minto from Capstone Mining Corporation in June 2019 and restarted
operations in October 2019.
Enquiries:
Pembridge Resources plc: +44 (0)20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board
Paul Fenby, Chief Financial Officer
Thomas Horton, Vice President Corporate Development
Brandon Hill Capital - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans
SI Capital - United Kingdom: +44 (0)14 8341 3500
Nick Emerson
Tavistock Communications - United Kingdom: +44 (0)20 7920 3150
Charles Vivian
Gareth Tredway
Important legal information:
Any securities referred to herein have not been, and will not
be, registered under the U.S. 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 or delivered in or into the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
securities laws of any state or other jurisdiction of the United
States. Any securities referred to herein have not been and will
not be registered under the applicable securities laws of
Australia, Canada, South Africa or Japan and, subject to certain
exceptions, may not be offered or sold within Australia, Canada,
South Africa or Japan or to any national, resident or citizen of
Australia, Canada, South Africa or Japan. Neither this announcement
nor any copy of it may be taken or transmitted, directly or
indirectly, into the United States (including its territories and
possessions), Australia, Canada, South Africa or Japan or to any
persons in any of those jurisdictions or any other jurisdictions
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction.
Any failure to comply with the foregoing restrictions may
constitute a violation of United States, Australian, Canadian,
South African or Japanese securities laws. The publication or
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession any document or
other information referred to herein comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Any offer, if made subsequently, is and will be only addressed
to and directed at persons in member states of the European
Economic Area (the "EEA") ("EEA Member States") who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129), as amended (including any
relevant implementation measures in EEA Member States) ("Qualified
Investors"). In addition, in the United Kingdom, and any offer, if
made subsequently, is and will be only directed at, and should only
be relied upon by, Qualified Investors who are persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), are
persons who are high net worth entities, unincorporated
associations and other persons falling within Article 49(2)(a) to
(d) of the Order or are persons to whom it may otherwise be lawful
to communicate it to (all such persons being referred to as
"Relevant Persons"). Any investment or investment activity to which
this announcement relates will be available only to Relevant
Persons in the United Kingdom and Qualified Investors in any EEA
Member States other than the United Kingdom and will be engaged in
only with such persons.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of Financial Services and
Markets Act 2000, as amended ("FSMA") by, a person authorised under
FSMA. This announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
This announcement does not constitute an offer or invitation for
the sale, issuance or subscription for any securities in any
jurisdiction, nor does it purport to give legal, tax or financial
advice. Nothing contained herein shall form the basis of or be
relied upon in connection with, or act as an inducement to enter
into, any investment activity. The information, statements and
opinions contained in this announcement do not constitute a public
offer under any applicable legislation or an offer to sell, or a
solicitation of an offer to purchase, any securities in and are not
for release, publication or distribution (directly or indirectly)
in or into the United States, Canada, Japan, Australia, South
Africa or any other jurisdiction where such distribution or offer
is unlawful.
Neither this announcement, nor the investor presentation
referred to herein, constitutes a recommendation concerning any
offer. Potential investors should consult a professional advisor as
to the suitability of any offer for the person concerned. You
should not base your financial decision on this announcement. The
Company may decide not to go ahead with the Proposed Placing and
there is therefore no guarantee that Re-admission will occur.
Neither the Company, the Group nor any of their respective
parent or subsidiary undertakings, or the subsidiary undertakings
of any such parent undertakings, or any of such persons' respective
partners, directors, officers, employees, agents, affiliates,
advisers or agents accepts any responsibility, obligation or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to, and no reliance should be placed on, the
fairness, truth, fullness, accuracy, completeness or correctness
of, the information in this announcement or whether any information
has been omitted from the announcement or as to any other
information relating to the Company or the Group, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement, its contents or otherwise arising in connection
therewith.
Any subscription or purchase of Placing Shares in the Proposed
Placing should be made solely on the basis of information contained
in the Prospectus which may be issued by the Company in connection
with the Proposed Placing. The information in this announcement is
subject to change. Before subscribing for or purchasing any Placing
Shares, persons viewing this announcement should ensure that they
fully understand and accept the risks which will be set out in the
Prospectus if published. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy
or completeness. Neither this announcement, nor anything contained
in the investor presentation referred to herein, shall form the
basis of or constitute any offer or invitation to sell or issue, or
any solicitation of any offer to purchase or subscribe for any
Shares or any other 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, any contract therefor.
The Company may decide not to go ahead with the Proposed Placing
and there is therefore no guarantee that Re-admission will occur.
You should not base your financial decision on this announcement.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
Neither this announcement, nor the investor presentation referred
to herein, constitutes a recommendation concerning a possible
offer. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and does not form
part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
November 25, 2019 02:00 ET (07:00 GMT)
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