REG - African Pioneer PLC - Fundraising, Directors’ Subscription and TVR

African PioneerAnnouncement

19/06/2023 07:00

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RNS Number : 0769D  African Pioneer PLC  19 June 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF AFRICAN PIONEER PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET
SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 June 2023

African Pioneer Plc

 
("African Pioneer" or the "Company")

£790K Fundraising including £140K Directors' subscription to

facilitate drilling at Ongombo and exploration in the Kalahari Cu belt

Issue of Equity and TVR

Dilution of overall Concert Party interest

 

African Pioneer plc ("AFP" or the "Company") the exploration and resource
development company with advanced projects in Namibia, Botswana, and Zambia,
is pleased to announce a fundraising of £790,000 from existing shareholders,
new investors and Directors to facilitate drilling at Ongombo and exploration
in the Kalahari Cu belt.  The Company is also issuing 1,222,222 ordinary
shares with no par value ("Ordinary Shares") to settle £27,500 of accrued
 consultancy fees.

 

Fundraising: The Company has raised £790,000 before expenses (the
"Fundraising") at 2.25 pence per Ordinary Share (the "Fundraising Price")
through the issue of 35,111,111 new Ordinary Shares (the "Fundraising Shares")
conditional only upon admission of the Fundraising Shares to listing on the
FCA's Official List (Standard segment) and to trading on the main market of
the London Stock Exchange ("Admission"). The Fundraising comprises a placing
of 18,444,444 Fundraising Shares raising £415,000 via the Company's broker
Novum Securities Limited ("Novum") (the "Placing"), and Company arranged share
subscriptions for 16,666,667 Fundraising Shares raising £375,000 (the "Share
Subscriptions").

 

Directors' participation in Fundraising: Three Directors participated in the
Fundraising. Colin Bird, the Company's Executive Chairman and Christian
Cordier, the Company's Commercial Director through Coreks Super Pty Ltd, a
company controlled and owned by him, have each subscribed £50,000 for
2,222,222 Fundraising Shares, and Raju Samtani, the Company's Finance Director
has subscribed £40,000 for 1,777,778 Fundraising Shares. The Directors' Share
Subscriptions represent in aggregate 17.7 per cent. of the gross Fundraising
proceeds.

 

 

Use of Proceeds: The net proceeds from the Fundraising are planned to be used
in relation to the following project activities;

 

i) Ongombo Project in Namibia: Infill drilling and twinning of historic
boreholes will be completed over the East - Ost shoot and other areas around
the existing Mineral Resource where the external independent resource
consultant has observed that these areas have a low density of historic gold
analysis and that additional drilling and gold sampling has the potential to
significantly enhance the Ongombo Mineral Resource both in terms of copper
equivalent grade and, potentially tonnage; and

 

ii) Kalahari Copper Belt: soil geochemical surveys will be undertaken on
prospective horizons and, subject to results, reconnaissance drilling over
defined targets.

 

and also on corporate overheads and to provide working capital for the Group.

 

Colin Bird, Executive Chairman of African Pioneer, commented:

"This fundraise will be generally directed towards our predevelopment
activities on the Ongombo mine in Namibia.  Our previous data compilation,
modelling and own drilling have advanced the project into a very favourable
development situation.  We are confident that we can increase the overall
value of the project by some further general drilling aimed at further copper
additions, but more importantly the east shoot can be brought earlier into the
mine plan by further judicious drilling to define both overall quantum and
gold content, which was not defined in the past.  We intend to commence this
drilling programme as soon as possible, with a view to define final mine
planning parameters"

 

Consultant Shares:1,222,222 new Ordinary Shares will be issued at the
Fundraising Price to settle £27,500 of accrued fees due to a consultant.

 

Further Details on the Fundraising: Pursuant to the Fundraising, in aggregate,
35,111,111 Fundraising Shares will be issued at the Fundraising Price to
certain Directors, existing shareholders and new investors conditional upon
Admission.  The Fundraising Price represents a discount of 22 per cent. to
the closing middle market price of an Ordinary Share of 2.9 pence on 16 June
2023, being the latest practicable date prior to this announcement.  The
Company is also issuing a warrant to Novum to subscribe for 1,755,556 new
Ordinary Shares exercisable at the Fundraising Price for a period of three
years from Admission ("Broker Warrants").

 

The Fundraising Shares represent, in aggregate, approximately 15.5 per cent.
of the Company's enlarged issued share capital (as enlarged by the issue of
the Fundraising Shares and the Consultant  Shares). The Fundraising Shares
will be fully paid and rank pari passu in all respects with the Company's
existing Ordinary Shares.

 

Related Party Transaction - Directors' Participation: as Colin Bird, Christian
Cordier and Raju Samtani are Directors of the Company and in light of the size
of their participation in the Fundraising it is being treated as a related
party transaction pursuant to rule 7.3 of the Disclosure Guidance and
Transparency Rules. Accordingly, the independent directors, being James
Cunningham-Davis and Kjeld Thygesen, consider Colin Bird, Christian Cordier
and Raju Samtani's participation in the Fundraising to be fair and reasonable
insofar as the Company's shareholders are concerned.

 

Director's update shareholdings: The table below shows the current
shareholdings of Directors and their related parties and their shareholdings
after the issue of the Fundraising Shares and Consultant Shares:

 

 

                                       Shareholdings
 Director & Position                   Current     Shares Subscriptions  Resultant shareholding  % @ Admission
 Colin Bird: Chairman                  21,061,728  2,222,222             23,283,950              10.21%
 Raju Samtani: Finance Director        16,061,728  1,777,778             17,839,506              7.82%
 Christian Cordier Director            15,000,000    2,222,222           17,222,222              7.55%
 Kjeld Thygesen: Non Executive         200,000     -                     200,000                 0.09%
 James Cunnigham-Davis: Non Executive  -           -                     -                       Nil

 

 

Application to trading: The Fundraising is conditional on Admission.
Applications will be made to the FCA and the London Stock Exchange for the
35,111,111 Fundraising Shares and 1,222,222 Consultant Shares (the "New
Shares") to be listed on the Official List (Standard segment) and admitted to
trading on the main market the London Stock Exchange. It is expected that
Admission will become effective and that dealings in the New Shares will
commence at 8.00 a.m. on 30 June 2023.

 

Total Voting Rights: Following the issue of the New Shares the Company's total
issued share capital will consist of 228,041,178 Ordinary Shares with voting
rights.  The Company does not hold any Ordinary Shares in treasury and
accordingly there are no voting rights in respect of any treasury shares.

 

On Admission, the abovementioned figure of 228,041,178 Ordinary Shares may 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 to their interest in, African Pioneer  under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

Concert Party:  As disclosed at Part XVII of the Company's prospectus dated
26 May 2021 for the purposes of the City Code on Takeovers and mergers (the
"City Code") certain persons holding in aggregate an interest in >50 per
cent. of the Company's then issued share capital were deemed to be acting in
concert. Colin Bird, Christian Cordier and Raju Samtani are members of the
Concert Party.

 

As a result of the Fundraising, on Admission the aggregated Concert Party
interest in the enlarged issued share capital of the Company (as enlarged by
the issue of the Fundraising Shares and the Consultant  Shares) will be 45.3
 per cent. Accordingly, given the aggregate Concert Party interest will fall
below 50 per cent. level but the Concert Party will continue to hold more than
30 per cent. of the voting rights of the Company, any further purchase by a
Concert Party member would trigger an obligation to make a mandatory takeover
offer under Rule 9 of the City Code. If a Concert Party member is in any doubt
about the current position, it should consult the Company and seek their own
financial advice from an appropriately authorised stockbroker, bank manager,
solicitor, accountant or other independent financial adviser who, if taking
advice in the United Kingdom, is duly authorised under the Financial Services
and Markets Act 2000 ("FSMA").

 

An offer under Rule 9 of the City Code must be made in cash and at the highest
price paid by the person required to make the offer, or any person acting in
concert with him, for any interest in shares of the Company during the 12
months prior to the announcement of the general offer.

 

 

For further information, please contact:

 African Pioneer Plc                           Tel +44 (0) 20 7581 4477

 Colin Bird, Chairman
 Beaumont Cornish Limited (Financial Adviser)  Tel +44 (0) 20 7628 3396

 Roland Cornish/Asia Szusciak
 Novum Securities Limited (Broker)             Tel +44 (0) 20 7399 9400

 Jon Belliss

 

or visit   https://africanpioneerplc.com/

 

 The information contained within this announcement is deemed by the Company to
 constitute inside information as stipulated under the Market Abuse Regulations
 (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
 European Union (Withdrawal) Act 2018 ("UK MAR").

 Beaumont Cornish Limited, which is authorised and regulated in the United
 Kingdom by the Financial Conduct Authority, is acting as financial adviser to
 the Company in relation to the above matters and is not acting for any other
 persons. Beaumont Cornish Limited is acting exclusively for the Company and
 for no one else in relation to the matters described in this announcement and
 is not advising any other person and accordingly will not be responsible to
 anyone other than the Company for providing the protections afforded to
 clients of Beaumont Cornish Limited, or for providing advice in relation to
 the contents of this announcement or any matter referred to in it.

 PDMR Notification Forms:

 The notifications below are made in accordance with the requirements of MAR.

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Colin Bird
 2.  Reason for the Notification
 a)  Position/status                                              Executive Chairman & Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         African Pioneer PLC
 b)  LEI                                                          213800QQF8O18CMJPW43
 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 with no par value
     Identification code                                          ISIN: IM00B8C0HK22

                                                                  TIDM: AFP
 b)  Nature of the Transaction                                    Issue of placing shares for £50,000

 c)  Price(s) and volume(s)                                       No. of Shares  2,222,222
                                                                  Price          2.25 pence
 d)  Aggregated information

     Aggregated volume                                            2,222,222 ordinary shares
 e)  Date of the transaction                                      16 June 2023
 f)  Place of the transaction                                     Outside a trading venue

 

d)

Aggregated information

Aggregated volume

 

2,222,222 ordinary shares

 

e)

Date of the transaction

16 June 2023

 

f)

Place of the transaction

Outside a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Raju Samtani
 2.  Reason for the Notification
 a)  Position/status                                              Finance Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         African Pioneer PLC
 b)  LEI                                                          213800QQF8O18CMJPW43
 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 with no par value
     Identification code                                          ISIN: IM00B8C0HK22

                                                                  TIDM: AFP
 b)  Nature of the Transaction                                    Issue of placing shares for £40,000

 c)  Price(s) and volume(s)                                       No. of Shares  1,777,778
                                                                  Price          2.25 pence
 d)  Aggregated information

     Aggregated volume                                            1,777,778 ordinary shares
 e)  Date of the transaction                                      16 June 2023
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

 

1,777,778 ordinary shares

e)

Date of the transaction

16 June 2023

f)

Place of the transaction

Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Christian Cordier / Coreks Super Pty Ltd
 2.  Reason for the Notification
 a)  Position/status                                              Commercial Director/ owned and controlled by Christian Cordier
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         African Pioneer PLC
 b)  LEI                                                          213800QQF8O18CMJPW43
 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 with no par value
     Identification code                                          ISIN: IM00B8C0HK22

                                                                  TIDM: AFP
 b)  Nature of the Transaction                                    Issue of placing shares for £50,000

 c)  Price(s) and volume(s)                                       No. of Shares  2,222,222
                                                                  Price          2.25 pence
 d)  Aggregated information

     Aggregated volume                                            2,222,222 ordinary shares
 e)  Date of the transaction                                      16 June 2023
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume

 

2,222,222 ordinary shares

e)

Date of the transaction

16 June 2023

f)

Place of the transaction

Outside a trading venue

 

 

 

 

 

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