REG - Asiamet Resources Ld - Retail Offer

Asiamet ResourcesAnnouncement

15/10/2024 14:30

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RNS Number : 2840I  Asiamet Resources Limited  15 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY OPTIVA SECURITIES LIMITED
WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, SOLELY
FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (AS AMENDED).

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ASIAMET RESOURCES
LIMITED.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS
DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

15 October 2024

ASIAMET RESOURCES LIMITED

Retail Offer

Asiamet Resources Limited ("Asiamet" or the "Company") is pleased to announce
a retail offer via BookBuild (the "Retail Offer") of new common shares of
US$0.01 each ("Common Shares") in the capital of the Company (the "Retail
Offer Shares") at an issue price of US$0.01 (0.77 pence) per share (the "Issue
Price"), to raise up to US$0.783 million (£0.6 million).

Following the successful completion of the US$3.0 million subscription with
its major shareholder, PT Delta Dunia Makmur Tbk. ("DOID") and the US$0.295
million subscription by certain members of the Board and management team
(together, the "Subscription"), the Company is now offering retail investors
the opportunity to participate in a fundraising on the same terms.

 

Use of Proceeds

The net proceeds of the Retail Offer, together with the net proceeds from the
Subscription, will be utilised to deliver the final optimisation milestones
for the BKM copper project with a particular focus on significantly reducing
the project's construction capital costs prior to project financing.
Optimisation is targeting a US$50-80 million reduction in up front capital
from the US$235.4 million reported in the 2023 Feasibility Study, with
approximately US$26 million of reductions already identified.

Importantly completion of this work will enable the Company to progress
project financing to an advanced stage with a lead bank, fully define
secondary financing options, such as offtake financing, and delineate project
level equity requirements with interested parties.

Strategic Timing and Copper Market Thematic

Asiamet is ideally positioned to capitalise on the growing demand for copper,
with the copper market forecast to face a supply side deficit as the global
push towards renewable energy sources accelerates. Copper is critical to this
energy transition, and the Company's progress on the BKM copper project comes
at a time of strong market fundamentals.

Substantial news flow is expected over the ensuing six months with project
financing being key to unlocking value for the Company.

Near-Term News Flow

Investors can expect the following key milestones in the near term:

·      Q4 2024:  Completion of optimisation work with updated detailed
engineering.

·      Q1 2025: Project financing materially advanced with first phase
credit approval and advanced discussions ongoing with project execution
partners.

·      Early Works: Early construction activities, including road access
upgrades and camp construction, will begin following project financing.

·      First Copper Production: The project remains on track to deliver
first copper by 2027, with further updates to follow.

In addition to the Retail Offer, the Company announced on 15 October 2024 the
Subscription, comprising the issue of 329,550,000 new Common Shares at the
Issue Price to raise gross proceeds of approximately US$3.295 million.

The Retail Offer is not part of the Subscription. Completion of the
Subscription is not conditional on the completion of the Retail Offer.
Completion of the Retail Offer is conditional, inter alia, upon completion of
the Subscription.

The Retail Offer is conditional upon the Retail Offer Shares being admitted to
trading on the AIM market of the London Stock Exchange plc, for which
application will be made in due course once the Retail Offer has closed.

 

Expected Timetable of Principal Events in connection with the Retail Offer

 Retail Offer opens                                                 2:30 p.m. on 15 October 2024
 Latest time and date for commitments under the Retail Offer        4:00 p.m. on 17 October 2024
 Results of the Retail Offer announced                              5:00 p.m. 18 October 2024
 Admission and dealings in the Retail Offer Shares commence on AIM  8:00 a.m. 28 October 2024

 Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified to shareholders by way of a
regulatory announcement.

Dealing Codes

 Ticker                       AIM:ARS
 ISIN for the Common Shares   BM04521V1038
 SEDOL for the Common Shares  BYT3F24

 

Retail Offer via BookBuild Platform

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail investors in the United
Kingdom the opportunity to participate in the Retail Offer.

The Company is therefore making the Retail Offer open to eligible investors in
the United Kingdom through certain financial intermediaries, brokers or
wealth managers ("Intermediary") which will be listed, subject to certain
access restrictions, on the following website:
https://www.bookbuild.live/deals/61GNJQ/authorised-intermediaries

A UK investment bank will be acting as retail offer coordinator in relation to
the Retail Offer (the "Retail Offer Coordinator").

Eligible investors can contact an Intermediary to participate in the Retail
Offer. In order to participate in the Retail Offer, each Intermediary must be
on-boarded onto the BookBuild Platform and agree to the final terms and the
retail offer terms and conditions, which regulate, inter alia, the conduct of
the Retail Offer on market standard terms and provide for the payment of
commission to any Intermediary that elects to receive a commission and/or fee
(to the extent permitted by the Handbook Rules of the FCA) from the Retail
Offer Coordinator (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

The Retail Offer will open to eligible investors in the United Kingdom
following release of this announcement. The Retail Offer is expected to close
at 4:00 p.m. on 17 October 2024. Investors should note that Intermediaries
may have earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of eligible investors, please contact BookBuild
at support@bookbuild.live (mailto:support@bookbuild.live) .

To be eligible to participate in the Retail Offer, applicants must meet the
following criteria before they can submit an order for Retail Offer Shares:
(i) be a customer of one of the participating Intermediaries listed on the
above website; and (ii) be resident in the United Kingdom.

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Common Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation"). It is a term of the Retail Offer that the
total value of the Retail Offer Shares available for subscription at the Issue
Price does not exceed £1 million (or the equivalent in Euros) and therefore
the exemption from the requirement to publish a prospectus, set out in section
86(1)I and 86(4) of FSMA, will apply.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules and MAR.

There is a minimum subscription of £100 per eligible investor under the
terms of the Retail Offer. There is no maximum application amount per
eligible investor under the terms of the Retail Offer, though note the total
size of the Retail Offer (as referenced above) and the discretion the Company
has to scale back applications. The terms and conditions on which eligible
investors subscribe will be provided by the relevant Intermediaries including
relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks, including the risk that investors
may lose their entire investment. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable
indicator of future results. AIM has been in existence since June 1995 but its
future success and liquidity in the market for the Company's shares cannot be
guaranteed.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

For further information, please contact:

Darryn McClelland
Chief Executive Officer, Asiamet Resources Limited

Email: darryn.mcclelland@asiametresources.com
(mailto:darryn.mcclelland@asiametresources.com)

Tony Manini
Chairman, Asiamet Resources Limited

Email: tony.manini@asiametresources.com
(mailto:tony.manini@asiametresources.com)

Investor Enquiries

Sasha Sethi

Telephone: +44 (0) 7891 677 441

Email: Sasha@flowcomms.com (mailto:Sasha@flowcomms.com)
 / info@asiametresources.com (mailto:info@asiametresources.com)

Nominated & Financial Adviser
Strand Hanson Limited

James Spinney / James Dance / Rob Patrick

Telephone: +44 20 7409 3494

Email: asiamet@strandhanson.co.uk (mailto:asiamet@strandhanson.co.uk)

Broker

Optiva Securities Limited

Christian Dennis

Telephone: +44 20 3137 1903

Email: Christian.Dennis@optivasecurities.com
(mailto:Christian.Dennis@optivasecurities.com)

 

IMPORTANT NOTICES

The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.

This announcement and the information contained herein is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into or from the United States (including its territories
and possessions, any state of the United States and the District of Columbia
(the "United States" or "US")), Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable securities laws of any state of the United States and may not be
offered or sold, directly or indirectly, in or into the United States or to or
for the account or benefit of any US person (within the meaning of Regulation
S under the US Securities Act) (a "US Person"). No public offering of the
Retail Offer Shares is being made in the United States. The Retail Offer
Shares are being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S under the
US Securities Act. In addition, the Company has not been, and will not be,
registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, New Zealand the Republic of South
Africa or any other jurisdiction in which such offer or solicitation is or may
be unlawful. No public offer of the securities referred to herein is being
made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Optiva Securities Limited ("Optiva"), which is authorised and regulated in the
United Kingdom by the FCA is acting exclusively for the Company and no-one
else in connection with the transactions and arrangements described in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the transactions and
arrangements described in this announcement. Optiva is not responsible to
anyone other than the Company for providing the protections afforded to
clients of Optiva or for providing advice in connection with the contents of
this announcement, or the transactions and arrangements described in this
announcement.

The Retail Offer Coordinator, which is authorised and regulated in the United
Kingdom by the FCA is acting exclusively for the Company and no-one else in
connection with the transactions and arrangements described in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the transactions and
arrangements described in this announcement. The Retail Offer Coordinator is
not responsible to anyone other than the Company for providing the protections
afforded to clients of the Retail Offer Coordinator or for providing advice in
connection with the contents of this announcement, or the transactions and
arrangements described in this announcement.

Strand Hanson Limited ("Strand"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser to the Company for
the purposes of the AIM Rules and no-one else in connection with the
transactions and arrangements described in this announcement and will not be
responsible to any other person (whether or not a recipient of this
announcement) as a client in relation to the transactions and arrangements
described in this announcement. Strand is not responsible to anyone, other
than the Company, for providing the protections afforded to clients of Strand
or for providing advice in connection with the contents of this announcement
or the transactions and arrangements described herein. Strand's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers published by the London Stock Exchange plc are owed solely
to the London Stock Exchange plc and are not owed to the Company or to any
director or to any other person.

The value of Common Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company, the Retail Offer Coordinator and Optiva expressly disclaim any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the FCA, London Stock Exchange plc or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Optiva, the Retail Offer
Coordinator or any of their respective affiliates, accepts any responsibility
or liability whatsoever for, or makes any representation or warranty, express
or implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Optiva, the Retail Offer
Coordinator and their affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise
arising in connection therewith.

Any indication in this announcement of the price at which the Common Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

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.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.

 

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacture" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Retail Shares and determining appropriate
distribution channels.

 

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