NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSE OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UNITED KINGDOM ("UK") DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). MARKET SOUNDINGS WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE PLACING AND THE SUBSCRIPTION. THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
21 November 2023
URA Holdings plc
("URA" or the "Company")
Result of Accelerated Bookbuild
Strong support from directors
Net proceeds to facilitate be used restart the Gravellotte Emerald Mine
URA is pleased to announce that, further to following yesterday's announcement of the launch of the placing via the bookbuild, it has successfully raised £1,000,000 (before expenses) through the placing and subscription (together the "Fundraise"), issuing in aggregate 80,000,000 new ordinary shares in the capital of the Company ("New Ordinary Shares") at an issue price of 1.25p per New Ordinary Share.
Closing of the Fundraise is conditional upon the publication of a new secondary prospectus and upon shareholder approval. A prospectus in connection with the Fundraise has been lodged with the FCA and will be published in due course. The Fundraise is also subject to a shareholder approval at a general meeting (further details of which are set out below).
The proceeds of the Fundraise will be used to restart the Gravellotte Emerald Mine and includes the purchase and installation of the remaining capital items, primarily relating to the proceesing plant and commissioning of the processing plant as well as general working capital. The restart of mining and processing operations and first emerald production is expected to occur in Q1 2024.
The issue price of 1.25p represents a discount of 24% to the mid market closing price of the ordinary shares on the London Stock Exchange plc at 4pm on 20 November 2023.
The following Directors participated in the Subscription:
Director Subscription Amount Number of New Ordinary Shares
Edward Nealon £58,333.32 4,666,666
Peter Redmond £45,000 3,600,000
Bernard Olivier £21,666.64 1,833,331
Sam Mulligan £12,500 1,000,000
As a further component of the Fundraise, the Company will issue a total of 3,184,000 warrants to the bookrunners each entitling the holder to subcribe for one new ordinary share at a price of 1.25 pence for a period of three years.
Ed Nealon, Chairman of URA Holdings Plc commented:
"We would like to welcome all our new investors including the new institutional investors as well as thank everybody for their support in completing this placement despite the unusually challenging market environment. Following the completion of the placement we can now focus on completing the mine and processing plant refurbishment and commissioning and restarting emerald mining and processing at Gravelotte."
Additional information
Posting of Circular
The issue of the New Ordinary Shares, as well as the authority to issue the shares into which the Warrants may covert, are conditional, inter alia, on the passing by the Company's shareholders of certain resolutions at a General Meeting. A circular containing a notice of general meeting (the "Circular") will be posted to shareholders later this week. A further announcement containing the details of the general meeting will be made upon publication of the Circular.
Applications for Admission
Applications will be made for the New Ordinary Shares to be admitted to the standard segment of the official list and to trading on the Main Market for listed securities of the London Stock Exchange plc. It is expected that admission will become effective on or about 12 December 2023 (subject to the satisfaction of the conditions described above). Any changes to the anticapted timeframe will be notified by RNS.
Rights of the New Orinary Shares
The New Ordinary Shares will, on admission, rank pari passu in all respects with the ordinary shares currently in issue and will rank in full for all dividends and other distributions hereafter declared, paid or made on the ordinary share capital of the Company.
Total Voting Rights
Following the issue of the New Ordinary Shares, which is expected to occur on or about 12 December 2023, the Company will have 252,345,590 ordinary shares in issue, each share carrying the right to one vote.
This figure of 252,345,590 ordinary shares may then 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
-Ends-
| URA Holdings plc CEO Bernard Olivier COO Director Peter Redmond | +44 (0)746 368 6497
|
| Peterhouse Capital Limited Corporate Broker Lucy Williams Duncan Vasey | +44 (0)20 7469 0930 |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Edward Nealon |
| 2 | Reason for the notification | |
| a) | Position/status | Chairman |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor | |
| a) | Name | URA Holdings plc |
| b) | LEI | 213800U6Z250COBY7781 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary Shares
ISIN: GB00BD2B4T80 |
| b) | Nature of the transaction | Subscription for ordinary shares |
| c) | Price(s) and volume(s) | 4,666,666 Ordinary Shares at £0.0125 per share |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 21 November 2023 |
| f) | Place of the transaction | Off Market |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Peter Redmond |
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor | |
| a) | Name | URA Holdings plc |
| b) | LEI | 213800U6Z250COBY7781 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary Shares
ISIN: GB00BD2B4T80 |
| b) | Nature of the transaction | Subscription for ordinary shares |
| c) | Price(s) and volume(s) | 3,600,000 Ordinary Shares at £0.0125 per share |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 21 November 2023 |
| f) | Place of the transaction | Off Market |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Bernard Olivier |
| 2 | Reason for the notification | |
| a) | Position/status | CEO |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor | |
| a) | Name | URA Holdings plc |
| b) | LEI | 213800U6Z250COBY7781 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary Shares
ISIN: GB00BD2B4T80 |
| b) | Nature of the transaction | Subscription for ordinary shares |
| c) | Price(s) and volume(s) | 1,833,331 Ordinary Shares at £0.0125 per share |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 21 November 2023 |
| f) | Place of the transaction | Off Market |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Sam Mulligan |
| 2 | Reason for the notification | |
| a) | Position/status | Director |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor | |
| a) | Name | URA Holdings plc |
| b) | LEI | 213800U6Z250COBY7781 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary Shares
ISIN: GB00BD2B4T80 |
| b) | Nature of the transaction | Subscription for ordinary shares |
| c) | Price(s) and volume(s) | 1,000,000 Ordinary Shares at £0.0125 per share |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 21 November 2023 |
| f) | Place of the transaction | Off Market |
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