NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Broker Option Fully Exercised
Ironveld plc ("Ironveld" of "the Company"), announces that it has raised £150,000 (before expenses) pursuant to a Broker Option following the conditional Placing announced on 26 November 2020.
The Company granted an option to Turner Pope Investments Limited ("Turner Pope") under the Placing Agreement to enable them to deal with additional demand under the UK Placing in the event that requests to participate in the UK Placing from qualifying investors were received during the period from the time of the announcement of the UK Placing to 8.00 a.m. today up to a maximum of £150,000. Turner Pope has exercised the Broker Option to the maximum extent in respect of 50,000,000 Broker Option Shares at the same price as the UK Placing.
Accordingly, the total number of New Ordinary Shares to be issued by the Company pursuant to the conditional Placing and the Broker Option is 383,333,333. The aggregate gross proceeds of the UK Placing and the Broker Option is £1.15 million. Aggregate proceeds, net of expenses, are expected to be £1.07 million.
Under the fee arrangements in place with Turner Pope, the Company will issue Turner Pope, conditional on Admission, a total of 95,833,333 Warrants to subscribe for new ordinary shares at the Placing Price for a period of 36 months from Admission,
The Placing and issue of all Transaction Shares are conditional, inter alia, on the approval of the resolutions effecting a sub-division at a General Meeting.
The Placing Price is less than the current nominal value of 1 pence per share of the Company's existing ordinary shares. The UK Companies Act 2006 (as amended) prohibits the Company from issuing ordinary shares at a price below the nominal value. Accordingly, it will be necessary for the Company to carry out a subdivision of the existing ordinary shares whereby each existing ordinary share of £0.01 (1 pence) each will be subdivided into one new ordinary share of £0.001 (0.1 pence) each and nine deferred shares of £0.001 (0.1 pence) each to enable the Placing to become unconditional. The New Ordinary Shares will continue to carry the same rights as attached to the existing ordinary shares, save for the reduction in nominal value.
The General Meeting will be held at 10.00am at the offices of Kuit Steinart Levy LLP, 7th Floor, Blackfriars House, The Parsonage, Manchester M3 2JA on 14 December 2020.
Once issued, the rights of New Ordinary Shares will rank pari passu with the Company's existing ordinary shares. Application will be made for the New Ordinary Shares to be admitted to trading on AIM ("Admission").
The maximum aggregate number of Transaction Shares that may be issued is 848,141,628.
Settlement and dealings
Application will be made for the New Ordinary Shares and the Transaction Shares to be admitted to trading on AIM in due course. Dealings in the New Ordinary Shares on AIM are expected to commence at 8:00am on or around 15 December 2020 and the Company will make a further announcement in due course.
Capitalised terms used in this announcement have the meanings given to them in the announcement of the conditional Placing on 26 November 2020.
For further information, please contact:
Giles Clarke, Chairman
Martin Eales, Chief Executive Officer
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+44 20 7138 3204
finnCap (Nomad and Joint Broker)
Christopher Raggett / Charlie Beeson
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+44 20 7220 0500
Turner Pope (Joint Broker)
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+44 20 3657 0050
Tim Blythe / Megan Ray
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+44 20 7138 3204