TIDMZNWD
RNS Number : 9151T
Zinnwald Lithium PLC
22 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION.
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)
Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector:
Mining
22 March 2023
Zinnwald Lithium plc ("Zinnwald Lithium" or the "Company")
Retail Offer via PrimaryBid
-- Zinnwald Lithium announces a retail offer via PrimaryBid;
-- The Issue Price for the Retail Shares is 10.41 p per Retail
Share, representing a premium of 25.4 per cent to the closing price
on 21 March 2023;
-- Investors can access the PrimaryBid Offer by visiting
PrimaryBid and downloading the PrimaryBid mobile app;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms. Subscriptions through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs);
-- There is a minimum subscription of GBP250 per investor in the PrimaryBid Offer;
-- No commission is charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Zinnwald Lithium plc, the German focused lithium development
company, is pleased to announce a retail offer for subscription via
PrimaryBid of new ordinary shares of GBP0.01 each in the Company
(the "Retail Shares") at a price of 10.41 pence per share (the
"Retail Offer") representing a premium of 25.4 per cent to the
closing price on 21 March 2023 .
As separately announced today, the Company has secured its first
industrial cornerstone investor, AMG Advanced Metallurgical Group
N.V ("AMG"), which will be subscribing for a 25% shareholding in
the Company (the "AMG Subscription"). The AMG Subscription shall be
via the issue of new ordinary shares of GBP0.01 each in the Company
("New Ordinary Shares") at a price of 10.41 pence per New Ordinary
Share (the "Placing Price"). Existing substantial shareholders
Henry Maxey and Mark Tindall will also be subscribing for new
ordinary shares at the Placing Price to maintain their pre-existing
shareholdings ("Substantial Shareholders Subscriptions").
Alongside these subscriptions, the Company is also conducting a
non-pre-emptive Placing of new ordinary shares to new and existing
eligible institutional and professional investors, as well as two
Directors of the Company (the "Placing Shares"). The Placing will
be conducted via an accelerated bookbuild (the "Bookbuild"). The
AMG Subscription, the Substantial Shareholders Subscription, the
Placing, and the Retail Offer (together the "Fundraising") are
anticipated to raise gross proceeds of a minimum of GBP14
million.
The net proceeds from the Fundraising (the "Fundraising
Proceeds") will be used to advance the Company's wholly owned
Zinnwald Lithium Project in Germany (the "Project") towards a value
optimised bankable feasibility study ("BFS") for lithium hydroxide
("LiOH") and continue to explore the potential to expand the size
and scope of the Project.
Application will be made to the London Stock Exchange plc for
the admission of the Retail Shares and the Placing Shares to
trading on AIM.
Settlement for the Retail Shares and Admission is expected to
take place on or around 8.00 a.m. on 29 March 2023. The Retail
Offer will not be completed without the AMG Subscription, the
Substantial Shareholders Subscription and the Placing also being
completed. The Retail Offer is conditional, among other things, on
Admission becoming effective and the Placing Agreement entered into
by the Company not being terminated in accordance with its terms
prior to Admission.
The Retail Offer
Whilst the Placing has been structured as a non-pre-emptive
offer, the Company values its retail investor base and recognises
the importance of pre-emption rights in the UK listed company
environment and is therefore pleased to provide retail investors
the opportunity to participate in the Company's equity fundraising
alongside the Placing. The Company will prioritise existing
shareholders in the Company when finalising the Retail Offer to the
extent it is able.
Investors may participate in the Retail Offer by applying
through the PrimaryBid mobile app available on the Apple App Store
and Google Play. Investors may also be able to subscribe to the
PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their
retail broker, wealth manager or investment platform. PrimaryBid
does not charge investors any commission for these services.
Brokers wishing to offer their customers access to the Retail
Offer, and future PrimaryBid transactions, should contact
partners@primarybid.com.
The Retail Offer will be open to retail investors with immediate
effect following release of this Announcement. The Retail Offer is
expected to close at 8 p.m. on 22 March 2023. The Retail Offer may
close early if it is oversubscribed.
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 Retail Offer without
giving any reason for such rejection.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Shares
has been made and accepted via PrimaryBid, that application is
irrevocable and cannot be withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
email PrimaryBid on enquiries@primarybid.com.
The Retail Shares, will be issued free of all liens, charges and
encumbrances and will, when issued, be fully paid and will rank
pari passu in all respects with the Company's existing ordinary
shares, including, without limitation, the right to receive
dividends and other distributions declared, made or paid after the
date of issue.
For further information contact:
Anton du Plessis Zinnwald Lithium plc info@zinnwaldlithium.com
Cherif Rifaat
John Depasquale Allenby Capital Limited
Dan Dearden-Williams (Nominated Adviser) +44 (0) 20 3328 5656
------------------------- ----------------------------
Fahim Chowdhury PrimaryBid Limited enquiries@primarybid.com
James Deal
------------------------- ----------------------------
Isabel de Salis St Brides Partners info@stbridespartners.co.uk
Paul Dulieu Ltd
(Financial PR)
------------------------- ----------------------------
Details of the Retail 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 Retail Offer. The Company is therefore making
the Retail Offer available through PrimaryBid.
It is a term of the Retail Offer that the total value of Retail
Shares available for subscription at the Placing Price does not
exceed EUR8 million or equivalent. Accordingly, the Company is not
required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption
set out in section 86(1)(e) and 86(4) of the Financial Services and
Markets Act 2000.
The Retail Offer is not being made into any jurisdiction where
it would be unlawful to do so. In particular, the Retail Offer is
being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S ("Regulation S")
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the
offer through PrimaryBid or subscribe for Retail Shares .
There is a minimum subscription of GBP250 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via PrimaryBid.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail Shares, is available to all persons who register with
PrimaryBid.
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 Retail Shares and any
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 Retail Shares. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in
any doubt.
IMPORTANT NOTICES
This announcement (the Announcement) has been issued by and is
the sole responsibility of the Company.
No action has been taken by the Company, PrimaryBid or any of
their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Retail Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail 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.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into the United
States of America, its territories and possessions, any state of
the United States or the district of Columbia (collectively, the
"United States"), Australia, Canada, Japan, the Republic of South
Africa, Singapore or any other jurisdiction in which such
publication, release or distribution would be unlawful. Further,
this Announcement is for information purposes only and is not an
offer of securities in any jurisdiction. This Announcement has
not been approved by the London Stock Exchange, nor is it intended that it will be so approved.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. This Announcement is for information
purposes only and shall not constitute or form part of any offer to
issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia,
Canada, Japan, the Republic of South Africa, Singapore or any other
jurisdiction in which the same would be unlawful. Any failure to
comply with this restriction may constitute a violation of the
securities laws of such jurisdictions. No public offering of the
Retail Shares is being made in any such jurisdiction.
The Retail Shares have not been and will not be registered under
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 resold, directly or indirectly, 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 in compliance with any applicable securities laws of any State
or any other jurisdiction of the United States. The Retail Shares
are being offered and sold only outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S.
All potential subscribers to the Retail Shares (the "Subscribers")
and all prospective beneficial owners of the Retail Shares must,
now and at the time the Retail Shares are subscribed for, be
outside the United States and subscribing for the Retail Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of the COVID-19 pandemic, economic and business cycles, geopolitical developments, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industry. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its Directors, their respective affiliates and any person acting on their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Market
Abuse Regulation, the rules of the London Stock Exchange or the FCA.
This Announcement does not constitute a recommendation
concerning any Subscriber's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and Subscribers may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each Subscriber or prospective Subscriber should consult his, her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Retail Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
The Company has taken all reasonable care to ensure that the
facts stated in this Announcement are true and accurate in all
material respects, and that there are no other facts the omission
of which would make misleading any statement in the document,
whether of facts or of opinion. The Company accepts responsibility
accordingly.
It should be remembered that the price of securities and the
income from them can go down as well as up.
END
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END
MSCKZGZFVZFGFZM
(END) Dow Jones Newswires
March 22, 2023 13:02 ET (17:02 GMT)
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