REG - Arc Minerals Limited - Result of Placing and Subscription
12/03/2024 07:15
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RNS Number : 4281G Arc Minerals Limited 12 March 2024
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Arc Minerals Ltd
("Arc Minerals", the "Company" or the "Group")
Result of Placing and Subscription
Director / PDMR Shareholding
Arc Minerals Limited (AIM:ARC) is pleased to announce that further to its
announcement at 4.50 p.m. on 11 March 2024 (the "Launch Announcement"), the
Bookbuild has now closed and the Company has raised approximately £4.14
million in aggregate (before expenses) through the placing of 209,999,995
Placing Shares at the Issue Price and a subscription of 19,777,775
Subscription Shares at the Issue Price (the Issue Price being 1.8 pence) . As
part of the Fundraise, the Company will also issue 229,777,770 Warrants, in
the ratio of one warrant for every one new Ordinary Share subscribed for in
the Fundraise, following Admission. The terms of the Warrants are detailed
below and in the Launch Announcement.
The Placing is subject to the conditions set out in the Launch Announcement.
Commenting, Executive Chairman, Nick von Schirnding said "We are pleased with
the level of support shown from new and existing investors for this next stage
of Arc Mineral's development and I look forward to providing more updates on
our activities in Botswana and Zambia over the coming months."
Use of Proceeds
As set out in the Launch Announcement, the net proceeds of the Fundraise will
be used to progress the Company's Botswana exploration programme; to assess
potential new licence areas in Zambia, and, if a target licence area is
identified, to fund the associated due diligence, costs of acquiring the
licence and any initial work programmes; and for working capital purposes.
The Directors also propose to use some of the proceeds of the fundraise to
undertake a potential off-market buyback of the Company's Ordinary Shares from
a significant overseas shareholder (a "Potential Buyback"). Any Potential
Buyback would be subject to, amongst other matters, the agreement of
commercial terms, and any necessary regulatory and legal approvals. The
Directors can confirm they have now received an indicative (non-binding)
agreement to the potential buyback from the relevant overseas shareholder.
Further updates will be provided if a binding agreement is executed, although
the Directors have every confidence it will be executed shortly. If the
Potential Buyback completes it is the Directors' intention that the acquired
Ordinary Shares would then be cancelled. The Directors believe that the
ability to buy back a specific targeted shareholding in this manner will be
beneficial to shareholders as a whole since by executing such a transaction,
the Company should be able to ensure that the shares are disposed of in an
orderly manner so as to avoid a considerable volume of shares being sold in
the market far in excess of normal daily volumes of trades.
The Directors anticipate applying approximately £2,000,000 of the Fundraise
to the Potential Licence Acquisition Process and the Potential Buyback. In the
event that no new licence areas are identified and/or the Potential Buyback
does not progress, all associated funds will be applied for general working
capital purposes and to progress work on the Company's Botswana licences.
Director / PDMR participation in the Fundraise
The Company has been notified of the following subscriptions by directors and
senior managers of the Company, subject only to Admission:
Name Role Ordinary Shares Subscribed for in the Subscription Original holding prior to the Placing and Subscription Total holding after completion of the Placing and Subscription Percentage holding of the enlarged share capital after Admission
Nicholas von Schirnding Executive Chairman 5,555,555 17,080,532 22,636,087 1.54%
Rémy Welschinger NED 5,555,555 14,528,844 20,084,399 1.37%
Ian Lynch Chief Financial Officer (non-board) 2,777,777 106,128 2,883,905 0.20%
Vassilios Carellas Chief Operating Officer (non-board) 3,888,888 2,656,112 6,545,000 0.45%
In addition, the above directors and senior managers of the Company will be
issued with Warrants as detailed in the table below, on the same terms as the
Placees and other subscribers. The Warrants are exercisable at a price of 3
pence per Ordinary Share from the date of Admission up until the earlier of
either (i) the date falling 30 days after an election by the Company and
notified to warrant holders, provided that the Ordinary Shares have traded at
price of 4.5 pence or above for 30 or more consecutive trading days prior to
such election; or (ii) the date falling 3 years from the date of the issue of
the Warrants.
Name Role Number of Warrants
Nicholas von Schirnding Executive Chairman 5,555,555
Rémy Welschinger NED 5,555,555
Ian Lynch Chief Financial Officer (non-board) 2,777,777
Vassilios Carellas Chief Operating Officer (non-board) 3,888,888
Related Party Transactions
As Nicholas von Schirnding and Rémy Welschinger are directors of the Company,
their participation in the Fundraise constitutes a related party transaction
for the purpose of Rule 13 of the AIM Rules. The Directors independent of the
Fundraise, being Brian McMaster and Valentine Chitalu, consider having
consulted with WH Ireland Limited, the Company's nominated adviser, that the
terms of their participation in the Fundraise is fair and reasonable in so far
as shareholders are concerned.
Issue of Adviser Shares
The Company has also today agreed to issue to WH Ireland Limited, subject to
completion of the Placing, 5,711,110 new Ordinary Shares at a price of 1.8p
per ordinary share for advisory services in connection with the Placing (the
"Advisers Shares"). The Advisers Shares will be accompanied by the issue of
warrants in the ratio of one warrant for every one new Ordinary Share issued,
on the same terms as the Warrants issued in the Placing. In addition, WH
Ireland and Shard Capital will also be receiving warrants over an aggregate of
10,599,999 ordinary shares, as additional consideration for broker and
placing agent services to the Company (the "Adviser Warrants"). The Adviser
Warrants will be issued on the same terms as the Warrants issued in the
Placing.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of the
Placing Shares, the Subscription Shares and the Advisers Shares (a total of
235,488,880 new Ordinary Shares) to trading on AIM. It is expected that
Admission will become effective and dealings in the Placing Shares,
Subscription Shares and Advisers Shares will commence on AIM at 8.00 a.m. on
25 March 2024 (or such later date as may be agreed between the Company and
WHI, but no later than 15 April 2024) (the "Admission").
The Placing Shares, Subscription Shares and Advisers Shares will be issued
fully paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.
On Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 1,467,807,345 with voting rights. This figure may be
used by shareholders 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, the Company's share capital pursuant to the Company's
articles of association.
Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Launch
Announcement.
Contacts
Arc Minerals +44 (0) 20 7917 2942
Nicholas von Schirnding (Executive Chairman)
WH Ireland Limited Tel: +44 (0) 20 7220 1666
(Nomad and Joint Broker)
Harry Ansell / Katy Mitchell /
Isaac Hooper
Shard Capital Partners LLP (Placing Agent) Tel: +44 (0) 207 186 9957
Gareth Burchell / Damon Heath / Simon Niven
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1) Nicholas von Schirnding
2) Rémy Welschinger
3) Ian Lynch
4) Vassilios Carlos
2 Reason for the notification
a) Position/status 1) Executive Chairman
2) Non-Executive Director
3) Chief Financial Officer
4) COO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Arc Minerals Limited
b) LEI 213800XHFJVCC9GP2G75
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
ISIN: VGG045791016
b) Nature of the transaction Subscription of new shares pursuant to a Fundraise
c) Price(s) and volume(s) Price(s) Volume(s)
1) 1.8 pence 1) 5,555,555
2) 1.8 pence 2) 5,555,555
3) 1.8 pence 3) 2,777,777
4) 1.8 pence 4) 3,888,888
d) Aggregated information Price(s) Volume(s)
1.8 pence 17,777,775
- Aggregated volume
- Price
e) Date of the transaction 11 March 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
1.8 pence 17,777,775
e)
Date of the transaction
11 March 2024
f)
Place of the transaction
Outside a trading venue
2 Details of the person discharging managerial responsibilities / person closely
associated
a) Name i) Nicholas von Schirnding
ii) Rémy Welschinger
iii) Ian Lynch
iv) Vasilios Carellas
2 Reason for the notification
a) Position/status i) Executive Chairman
ii) Non-Executive Director
iii) Chief Financial Officer
iv) COO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Arc Minerals Limited
b) LEI 213800XHFJVCC9GP2G75
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 Warrants over Ordinary Shares
Identification code
ISIN: VGG045791016
b) Nature of the transaction Issue of Warrants (pursuant to the Fundraise)
c) Price(s) and volume(s) Price(s) Volume(s)
i) 3 pence i) 5,555,555
ii) 3 pence ii) 5,555,555
iii) 3 pence iii) 2,777,777
iv) 3 pence iv) 3,888,888
d) Aggregated information Price(s) Volume(s)
3pence 17,777,775
- Aggregated volume
- Price
e) Date of the transaction 11 March 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
Price(s) Volume(s)
3 pence 17,777,775
e)
Date of the transaction
11 March 2024
f)
Place of the transaction
Outside a trading venue
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