REG - Alkemy Capital Invs. - Completion of Director Subscription
29/09/2023 18:30
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RNS Number : 2531O Alkemy Capital Investments PLC 29 September 2023
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 SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
29 September 2023
Alkemy Capital Investments Plc
Completion of Director Equity Participation at £1.40 per Share
Further to its announcement on 31 May 2023 in relation to its £1.35m
fundraise and director participation (the "May Fundraise"), Alkemy Capital
Investments plc ("Alkemy" or the "Company") (ALK:LSE) (JV2:FRA) announces that
on or around 5 October 2023 it will issue 657,711 new ordinary shares to Paul
Atherley in full repayment of the interest free stock loan that was provided
to the Company by Mr Atherley in order to facilitate the May Fundraise (the
"Stock Loan Repayment Shares").
In addition, on the same date, the Company will repay in full the £330,000
unsecured, interest free loan provided to the Company by Mr Atherley and the
£100,000 unsecured, interest free loan provided to the Company by Sam Quinn
at the time of the May Fundraise (noting Mr Atherley and Mr Quinn were unable
to participate directly in the May Fundraise as doing so would have triggered
a mandatory offer for the Company under the City Code on Takeovers and
Mergers).
As agreed at the time, Mr Atherley and Mr Quinn will apply such amounts to be
repaid to them to subscribe for 235,714 new ordinary shares to be issued by
the Company in the case of Mr Atherley and 71,428 new ordinary shares to be
issued by the Company in the case of Mr Quinn, in each case at a price of
£1.40, being the placing price of the May Fundraise (the "IFL Repayment
Shares" and together with the Stock Loan Repayment Shares, the "New Shares").
The Company will apply for admission of all such New Shares to listing on the
standard segment of the Official List of the Financial Conduct Authority (the
"FCA") and to trading on the Main Market of the London Stock Exchange
("Admission"). Admission is expected to occur at 8.00 a.m. on or around 5
October 2023.
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that following Admission, the Company's enlarged issued
ordinary share capital will comprise 8,164,851 ordinary shares each with a
right to vote and with no shares held in treasury. Therefore, following
Admission, the above figure may be used by shareholders in the Company as the
denominator for the calculations to determine if they are required to notify
their interest in, or a change to their interest in the Company, under the
FCA's Disclosure Guidance and Transparency Rules.
Further information
For further information, please visit the Company's website:
www.alkemycapital.co.uk (http://www.alkemycapital.co.uk) or
www.teesvalleylithium.co.uk (http://www.teesvalleylithium.co.uk)
-Ends-
Alkemy Capital Investments Plc Tel: 0207 317 0636
info@alkemycapital.co.uk
SI Capital Limited Tel: 0148 341 3500
VSA Capital Limited Tel: 0203 005 5000
NOTES TO EDITORS
Alkemy is seeking to establish the world's leading independent and sustainable
lithium hydroxide production by developing state-of-the-art lithium sulphate
and lithium hydroxide facilities in Australia and the UK.
Alkemy, through its wholly owned UK subsidiary Tees Valley Lithium, has
secured a 9.6 ha brownfields site with full planning permission at the Wilton
International Chemicals Park in Teesside, a major UK Freeport, to build the
UK's first and Europe's largest lithium hydroxide processing facility. Tees
Valley Lithium has completed a Class 4 Feasibility Study for its proposed
lithium hydroxide refinery which will process feedstock imported from
various sources to produce 96,000 tonnes of premium, low-carbon lithium
hydroxide annually, representing around 15% of Europe's projected demand.
Alkemy, through its wholly owned Australian subsidiary Port Hedland Lithium,
has secured a 43.7 ha site near Port Hedland, Western Australia to build a
world-class sustainable lithium sulphate refinery that will provide reliable
feedstock for Tees Valley Lithium's refinery. Port Hedland Lithium has
completed a Class 4 Feasibility Study for its proposed lithium sulphate
refinery, each train of which will process spodumene concentrate to produce
40,000 tonnes of lithium sulphate annually.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING 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 OR SOUTH AFRICA
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 or any part of it does 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, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful.
No action has been taken by the Company or any of its affiliates, or any
person acting on its behalf that would permit an offer of the New Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such New 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, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018) 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.
The New Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred, 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 the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the New Shares are being
offered and sold only outside of the United States in "offshore transactions"
(as such term is defined in Regulation S under the Securities Act ("Regulation
S")) pursuant to Regulation S and otherwise in accordance with applicable
laws. No public offering of the New Shares will be made in the United States
or elsewhere.
This Announcement has not been approved by the FCA, the London Stock Exchange,
BaFin or the Frankfurt Stock Exchange.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, affiliates and any
person acting on its or 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 FCA, the London Stock
Exchange, BaFin or the Frankfurt Stock Exchange.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the ordinary shares. Any
indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in any ordinary shares. The contents of this Announcement are not
to be construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
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.
Notification of PDMR Dealings
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Paul Atherley
2 Reason for Notification
a) Position/status Chairman
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Alkemy Capital Investments Plc
b) LEI 213800NW5GVIRMXSRL48
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 Ordinary shares
Identification code GB00BMD6C023
b) Nature of the transaction Repayment of stock loan
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 657,711
d) Aggregated information
- Aggregated volume 657,711
- Price N/A
e) Date of the transaction 29 September 2023
f) Place of the transaction Outside a trading venue
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 Ordinary shares
Identification code GB00BMD6C023
b) Nature of the transaction Subscription for shares
c) Price(s) and volume(s) Price(s) Volume(s)
1.40 235,714
d) Aggregated information
- Aggregated volume 235,714
- Price £330,000
e) Date of the transaction 29 September 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
657,711
- Price
N/A
e)
Date of the transaction
29 September 2023
f)
Place of the transaction
Outside a trading venue
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
Ordinary shares
Identification code
GB00BMD6C023
b)
Nature of the transaction
Subscription for shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
1.40 235,714
d)
Aggregated information
- Aggregated volume
235,714
- Price
£330,000
e)
Date of the transaction
29 September 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Sam Quinn
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Alkemy Capital Investments Plc
b) LEI 213800NW5GVIRMXSRL48
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 Ordinary shares
Identification code GB00BMD6C023
b) Nature of the transaction Subscription for shares
c) Price(s) and volume(s)
Price(s) Volume(s)
£1.40 71,428
d) Aggregated information
- Aggregated volume 71,428
- Price £100,000
e) Date of the transaction 29 September 2023
f) Place of the transaction Outside a trading venue
Notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible) (i)
1a. Identity of the issuer or the underlying issuer of existing shares to Alkemy Capital Investments Plc
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Paul Atherley
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Paul Atherley
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 29 September 2023
6. Date on which issuer notified (DD/MM/YYYY): 29 September 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 40.6% - 40.6% 40.6%
Position of previous notification (if 33.6% - 33.6%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Ind
ire
(DTR5.1) (DTR5.2.1) (DTR5.1) ct
(DT
R5.
2.1
)
GB00BMD6C023 3,313,714 - 40.6% -
SUBTOTAL 8. A 3,313,714 40.6%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Place of completion Outside a trading venue
Date of completion 29 September 2023
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