REG - Canaccord GenuityLtd Atalaya Mining PLC - Proposed placing in Atalaya Mining Plc

Atalaya MiningAnnouncement

31/03/2022 17:00

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RNS Number : 8358G  Canaccord Genuity Limited  31 March 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

31 March 2022

 

Proposed placing of up to 30,706,233 ordinary shares in Atalaya Mining Plc

 

ICBC Standard Bank Plc ("ICBCS") has indicated its intention to sell up to
30,706,233 ordinary shares (the "Placing Shares") in Atalaya Mining Plc
("Atalaya" or the "Company") to institutional investors (the "Placing"). The
Placing Shares represent the entire holding of Yanggu Xiangguang Copper Co.
Ltd (via its subsidiary, Hong Kong Xiangguang International Holdings Ltd) in
Atalaya and represent approximately 22.0% per cent. of the existing issued
share capital.

The Placing will be conducted by means of an accelerated bookbuild secondary
placing to institutional investors which will begin with immediate effect. The
final price at which the Placing Shares are to be sold will be agreed by
Canaccord Genuity Limited ("Canaccord Genuity") and ICBCS at the close of the
bookbuild process. The results of the Placing will be announced as soon as
practicable thereafter. The timing of the closing of the bookbuild will be at
the absolute discretion of Canaccord Genuity. The Placing is not being
underwritten.

ICBCS has entered into a block trade agreement with Canaccord Genuity (the
"Block Trade Agreement") under which Canaccord Genuity will act as sole
bookrunner in relation to the Placing.

 

This announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 as it forms part of UK domestic law
pursuant to the European Union (Withdrawal) Act 2018, as amended ("MAR").
Upon the publication of this announcement, this inside information is now
considered to be in the public domain.

 

Enquiries:

 Canaccord Genuity Limited                                +44 (0) 207 523 8000

 Sam Lucas

 James Asensio

 Henry Fitzgerald-O'Connor

 Thomas Diehl

 

IMPORTANT NOTICE

 

The publication or distribution or release of this announcement and the
Placing of the Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for, any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. No action has been taken that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

 

Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in the United Kingdom and in any member state
of the European Economic Area, persons who are qualified investors in such
member state within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors");
and (2) in the United Kingdom, Qualified Investors who (a) have professional
experience in matters relating to investments who fall within article 19(5) of
the Financial Services and Market Act 2000 (Financial Promotion) Order 2005
(as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the
Order or (c) are persons to whom an offer of the Placing Shares may otherwise
lawfully be made ("relevant persons").  The information regarding the Placing
set out in this announcement must not be acted on or relied on by persons in
the European Economic Area who are not Qualified Investors or by persons in
the United Kingdom who are not relevant persons. Any investment or investment
activity to which this announcement relates is available in the European
Economic Area only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.

 

In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for, any securities in any
jurisdiction into which such offer or solicitation would be unlawful.

 

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.

 

No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.

 

This announcement is only directed at persons in Australia, who it is lawful
to offer the Placing Shares without disclosure under Chapter 6D of the
Australian Corporations Act (including those who are "sophisticated investors"
as set out in section 708(8) of the Australian Corporations Act or who are
"professional investors" as set out in section 708(11) of the Australian
Corporations Act), and where such action complies with all applicable laws,
regulations and directives and does not require any document to be lodged with
the Australian Securities and Investments Commission.

 

The offer and sale of securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable securities laws
of Australia, Canada, Japan or South Africa. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in Australia,
Japan or South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.

 

No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.

 

No prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, ICBCS,
Canaccord Genuity, or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act) (each, an
"Affiliate"). The information contained in this announcement is for background
purposes only and does not purport to be full or complete.

 

In connection with the Placing, Canaccord Genuity or any of its Affiliates may
take up a portion of the Placing Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for its own account such
Placing Shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to the
shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Canaccord Genuity and any of its
Affiliates acting as investor for its own account. Canaccord Genuity does not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

 

Canaccord Genuity is acting for ICBCS in connection with the Placing and
no-one else and they will not be responsible to anyone other than ICBCS for
providing advice in relation to the Placing or any other matter referred to in
this announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Canaccord Genuity or by any of its Affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company's
securities. The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on disposal of
the shares.  Acquiring Placing Shares to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.

 

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed.  ICBCS reserves the right not to
proceed with the Placing or to vary the terms of the Placing in any way.  In
addition, it is noted that the Placing is conditional upon the Block Trade
Agreement becoming unconditional and not having been terminated in accordance
with its terms. By participating in the Placing, each placee agrees with
Canaccord Genuity that the exercise by Canaccord Genuity of any right of
termination or other discretion under the Block Trade Agreement shall be
within the absolute discretion of Canaccord Genuity and that Canaccord Genuity
need not make any reference to the placees in this regard and that, to the
fullest extent permitted by law, Canaccord Genuity and its Affiliates shall
not have any liability whatsoever to placees in connection with any such
exercise or failure to so exercise.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the ordinary shares in the Company
(the "Ordinary 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 paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment").

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 Placing Shares have
been subject to a product approval process, which has determined that the
Ordinary 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 UK Target Market Assessment and the EU Target Market
Assessment (together, the "Target Market Assessments"), Distributors should
note that: the price of Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary 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 Assessments are without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.  Furthermore, it is noted that,
notwithstanding the Target Market Assessments, Canaccord Genuity will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook or 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 Ordinary Shares. Each Distributor is responsible for
undertaking its own target market assessment in respect of the Ordinary Shares
and determining appropriate distribution channels.

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