REG - Alkemy Capital Invs. - £1.35m Fundraise and Director Participation
31/05/2023 08:00
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RNS Number : 0911B Alkemy Capital Investments PLC 31 May 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 May 2023
Alkemy Capital Investments Plc
£1.35m Fundraise and Director Participation
Alkemy Capital Investments plc ("Alkemy") (ALK:LSE) (JV2:FRA) is pleased to
announce that it has completed a £1.35 million fundraise (the "Fundraise").
As part of this Alkemy has conditionally placed 657,711 ordinary shares (the
"Placing Shares") at a placing price of £1.40 each (the "Placing Price") to
raise gross proceeds of c.£921,000 (the "Placing"), including a £10,000
participation by Alkemy director Helen Pein. Whilst legally restricted from
participating directly in the Placing at this time, Paul Atherley and Sam
Quinn have also agreed to contribute though the advance of unsecured, interest
free loans of £430,000 in aggregate, with such amounts expected to be applied
to subscribe for new shares at the Placing Price as soon as legally
permissible as set out below.
The net proceeds of the Fundraise will be used to continue to advance the
Company's projects and will provide sufficient working capital for the Company
over the next twelve months. The Company continues to advance discussions and
negotiations with counterparties for lithium feedstock. The major shareholders
of the Company have also committed to provide any additional working capital
that may be required by the Company to enable it to reach this significant
milestone.
The Directors of Alkemy have together contributed to the Fundraise in the
amount of £440,000, with Helen Pein participating in the amount of £10,000
in the Placing. Paul Atherley and Sam Quinn have also both contributed in the
amounts of £330,000 and £100,000, respectively, however they are members of
a concert party under the City Code on Takeovers and Mergers (the "Takeover
Code") (which in aggregate currently holds 49.49% of the Company's issued
share capital) and therefore their direct participation in the Placing would
have triggered a mandatory offer for the Company under Rule 9 of the Takeover
Code. As such, Mr Atherley has agreed that an amount of £330,000 currently
owing to him by the Company shall be treated as an advance in the form of an
unsecured, interest free loan and Mr Quinn has agreed to advance the Company
£100,000 in the form of an unsecured, interest free loan. The Company has
agreed with Mr Atherley and Mr Quinn that the amounts to be repaid to them
under such loans should be applied for the subscription of 235,714 new
ordinary shares in the case of Mr Atherley and 71,428 new ordinary shares in
the case of Mr Quinn, in each case at the Placing Price, with these
subscriptions expected to take place at the earliest possible time
permissible, which is envisaged to be in or around August 2023. At such time
it is intended that the Company would apply for admission of the 307,142 new
ordinary shares to listing on the Official List and to trading on the Main
Market. This would not apply if and to the extent that (i) the issue of such
shares would trigger a mandatory offer for the Company under the Takeover
Code, (ii) the Company would not have sufficient shareholder authorities to
issue such shares, or (iii) the application for admission of such new shares
would require the Company to publish a prospectus.
In order to satisfy its obligations under the Placing through the issue of new
ordinary shares, the Company would need to seek further shareholder
authorities and publish a prospectus. Any prospectus published by the Company
would need to be approved by the FCA in the United Kingdom. The Board believes
that seeking further shareholder authorities and preparing a prospectus would
be disproportionately costly and time-consuming.
The Placing Shares are therefore to be loaned to the Company by Mr Atherley,
Chairman of the Company, in order that the Company is able to undertake the
Placing in a timely manner. The Company and Paul Atherley have entered into a
customary stock lending agreement dated 31 May 2023 (the "Stock Lending
Agreement") to document this arrangement. Under the Stock Lending Agreement,
in repayment of the stock loan, the Company is required to deliver or procure
the delivery of 657,711 ordinary shares to Paul Atherley by no later than 31
December 2023. Subject to the Company's shareholders passing relevant
resolutions to authorise the Board to allot new ordinary shares and disapply
pre-emption rights at the Company's next annual general meeting, which is
expected to be held in or around July 2023, in repayment of the loan the
Company intends to issue 657,711 new ordinary shares (the "Stock Loan
Repayment Shares") to Paul Atherley in or around August 2023.
The Company shall apply for admission of the Stock Loan Repayment Shares to
listing on the Official List and to trading on the Main Market when they are
issued, however at such point an approved prospectus is not expected to be
required. As the Stock Loan Repayment Shares will be issued to Paul Atherley
in accordance with the Stock Lending Agreement, this will not trigger a
mandatory offer for the Company under Rule 9 of the Takeover Code.
For the avoidance of doubt, the loan of the Placing Shares to the Company
involves no cash consideration being paid to Paul Atherley in consideration
for him entering into the Stock Lending Agreement and nor will any interest be
payable under the Stock Lending Agreement.
Paul Atherley is a Director and is therefore is a related party of the
Company. Owing to its size, the Stock Lending Agreement is considered to be a
material related party transaction for the purposes of paragraph 7.3 of the
FCA's Disclosure Guidance and Transparency Rules. The Board of Directors
(excluding Paul Atherley) has approved the entry by the Company into the Stock
Lending Agreement and considers that the terms and conditions of the Stock
Lending Agreement are fair and reasonable, insofar as the shareholders of the
Company are concerned.
Further information
For further information, please visit Alkemy's website:
www.alkemycapital.co.uk (about:blank) or TVL's website
www.teesvalleylithium.co.uk (about:blank) .
This announcement contains inside information within the meaning of Article
7(1) of (i) Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014, as amended (the "EU Market Abuse Regulation") and
(ii) the EU Market Abuse Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018.
Alkemy Capital Investments Plc Tel: 0207 317 0636
Sam Quinn info@alkemycapital.co.uk (mailto:info@alkemycapital.co.uk)
VSA Capital Limited Tel: 0203 005 5000
Andrew Monk (Corporate Broking)
Andrew Raca (Corporate Finance)
Shard Capital Partners LLP Tel: 0207 186 9952
Damon Heath damon.heath@shardcapital.com (mailto:damon.heath@shardcapital.com)
Tel: 0207 186 9927
Isabella Pierre isabella.pierre@shardcapital.com (mailto:isabella.pierre@shardcapital.com)
-ends-
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 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 has also secured a 43 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.
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 public offering of the Placing Shares is being made in any such
jurisdiction.
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 Placing Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing 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 (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.
The Placing 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 Placing Shares will
be 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 Placing 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.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
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 Placing. 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 the Placing
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 Loan of shares
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 31 May 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
31 May 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Helen Pein
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 of shares
c) Price(s) and volume(s)
Price(s) Volume(s)
£1.40 7,142
d) Aggregated information
- Aggregated volume 7,142
- Price £9,998
e) Date of the transaction 31 May 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): 31 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 31 May 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 33.6% - 33.6% 33.6%
Position of previous notification (if 42.75% - 42.75%
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 33.6% - 33.6% -
SUBTOTAL 8. A 33.6% 33.6%
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 31 May 2023
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