REG - Beowulf Mining PLC - Subscription period in Rights Issue of SDRs begins

Beowulf MiningAnnouncement

14/03/2024 07:15

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RNS Number : 8431G  Beowulf Mining PLC  14 March 2024

 

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CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
BEOWULF MINING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON INCONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BEOWULF
MINING PLC.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation ("MAR")
(EU) No. 596/2014, as incorporated into UK law by the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this announcement,
through the agency of the contact person of the Company set out below, this
inside information is now considered to be in the public domain.

 

 

14 March 2024

 

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

Subscription period in Beowulf's Rights Issue of Swedish Depository Receipts
begins today

 

Beowulf (AIM: BEM; Spotlight: BEO), is pleased to announce that further to the
announcements of 16 February 2024, 4 March 2024 and 12 March 2024, the
subscription period for the preferential rights issue of up to 1,035,553,623
Swedish Depository Receipts ("SDRs") (the "Rights Issue") begins today, 14
March 2024. The subscription period runs until 28 March 2024 (1.00 p.m.
Swedish time). The Rights Issue amounts up to approximately SEK 82.8 million
(gross) at a subscription price of SEK 0.08 per new SDR. The Prospectus and
English information folder connected to the Rights Issue are available at
Beowulf's website (https://beowulfmining.com), Aqurat's website
(https://aqurat.se) and Evli Plc's webpage (www.evli.com (http://www.evli.com)
).

 

 

Background:

 

Beowulf is conducting a capital raise comprising the Rights Issue , a
PrimaryBid retail offer in the UK of up to 266,282,272 new ordinary shares of
0.1 pence each in the capital of the Company ("New Ordinary Shares") and
potentially also including an institutional placing and direct subscriptions
with the Company in the UK (the "UK Issue"). The new SDRs ("New SDRs")
represent interests in ordinary shares in the Company and the Rights Issue
will, if fully subscribed, amount to approximately SEK 82.8 million
(approximately £6.3 million) before deduction for transaction related costs.
The UK Issue, if fully subscribed, will amount to a maximum of approximately
SEK 21.2 million (approximately £1.6 million) before deduction for
transaction related costs. The aggregate amount to be raised under the Rights
Issue and the UK Issue (together, the "Capital Raise") is up to approximately
SEK 104.1 million (approximately £8.0 million).

 

 

 

Summary of the Rights Issue

 

·      Subscription period: 14 March 2024 - 28 March 2024 (ends at 1:00
p.m. Stockholm time).

·      Subscription price: SEK 0.08 per New SDR. No brokerage fee will
be charged.

·     Issue amount: The Rights Issue will comprise a maximum of
1,035,553,623 New SDRs. The proceeds of the Rights Issue will be up to
approximately SEK 82.8 million (gross). The number of SDRs in issue as at the
date of this announcement amounts to 920,492,110.

·     Preferential rights: Qualifying SDR Holders will have preferential
rights to subscribe for New SDRs in relation to their existing holdings of
SDRs. Qualifying SDR Holders will receive Swedish Subscription Rights on the
basis of one Swedish Subscription Right for each SDR held on the Rights Issue
Record Date of 8 March 2024. Holders of Swedish Subscription Rights will be
entitled to subscribe for nine (9) New SDRs for every eight (8) Swedish
Subscription Rights held. The last day of trading in SDRs with preferential
rights will be 6 March 2024. The first day of trading in SDRs without
preferential rights will be 7 March 2024. Trading in Swedish Subscription
Rights will take place on Spotlight from 14 March 2024 until 25 March 2024.

·     Underwriting commitments: Beowulf has received underwriting
commitments from Nordic investors of SEK 50 million (approximately 60 per
cent) of the Rights Issue.

·     Paid Subscribed SDRs: Trading in Paid Subscribed SDRs will take place
on Spotlight from 14 March 2024 until the New SDRs can be registered in the
VPC system.

·     In the event that the Rights Issue is not fully subscribed, the board
reserves the right to allocate offered underlying ordinary shares that have
not been subscribed in Sweden to the UK Issue, in case the UK Issue is
oversubscribed. The total number of shares offered and or subscribed in
connection with the Rights Issue and the UK Issue will amount to a maximum of
1,301,835,895 ordinary shares.

 

Instructions to SDR holders who have received Swedish subscription rights in
Beowulf:

You can have your SDRs in Beowulf registered in two ways:

1.   In a securities custody account with a bank or other nominee (for
example, Avanza or Nordnet), in an investment savings account (Sw.
Investeringssparkonto) or endowment account (Sw. Kapitalförsäkring). Your
SDRs are thereby nominee registered.

2.   In a VP-account (direct registered holding).

 

If your SDRs are nominee registered, option 1 above.

Usually, you just need to log in to your depository to get instructions on how
to subscribe. If you cannot find these instructions, please contact your
nominee and they will help you. Please note that in the case of subscription
rights being exercised via a bank or a nominee, it is recommended to do so
early in the subscription period as banks and nominees may have different
deadlines for the subscription deadline.

 

If your SDRs are directly registered, option 2 above.

a.   Issue statement (pre-printed payment slip),

You have received a pre-printed issue account statement which shows the number
of Swedish subscription rights received and the number of new SDRs that can be
subscribed for. In case you want to use all Swedish subscription rights
received, please manage cash payment in accordance with the payment account
statement.

 

b.   Subscription form with the support of subscription rights

Subscription form with the support of subscription rights

In the event that a different number of subscription rights than what is
stated in the pre-printed issue report from Euroclear is used for
subscription, the special subscription form must be used. Registration for
subscription by payment must take place in accordance with the instructions
stated on the special subscription form. The pre-printed payment slip from
Euroclear must therefore not be used. A special subscription form can be
ordered from Aqurat by phone or e-mail.

 

The special subscription form must be at Aqurat's disposal no later than 28
March 2024 at 1.00 pm (Swedish time). Any application form that is sent by
post should therefore be sent in good time before the last day of
subscription. Only one entry form per person or legal entity will be
considered. In the event that more than one registration form is submitted,
only the last one received will be considered. Incomplete or incorrectly
completed special subscription forms may be disregarded. The application is
binding.

 

Completed special subscription form is sent or delivered to:

 

Aqurat Fondkommission AB

Ärende: Beowulf Mining

Box 7461

103 92 Stockholm

Tfn: 08-684 05 800

Fax: 08-684 05 801

Email: info@aqurat.se (scanned registration form)

 

Please note: Swedish subscription rights must be exercised no later than 28
March 2024 (1.00 p.m. Swedish time) or sold no later than 25 March 2023, in
order not to become void or lose their value.

 

 

 

Further information on how to subscribe in the Rights Issue can be found in
the Prospectus and the English information folder available at Beowulf's
website (https://beowulfmining.com), Evli Plc's webpage (https://evli.com) and
Aqurat Fondkommison's website (www.aqurat.se).

 

 

 

Link to relating press releases:

 

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w63zplw
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w63zplw)
(16 February 2024)

 

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w)
(4 March 2024)

 

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w3pp92x
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w3pp92x)
(12 March 2024)

 

Advisers

 

In relation to the Rights Issue, the Company has engaged Evli Plc as Swedish
financial adviser, Bird & Bird Advokat KB as Swedish legal advisor and
Aqurat Fondkommission AB as Swedish issuing agent.

 

 

 

Enquiries:

 

Beowulf Mining plc

Ed Bowie, Chief Executive Officer
ed.bowie@beowulfmining.com

 

Evli Plc

(Swedish financial adviser)

Mikkel Johannesen / Lars Olof Nilsson               Tel: +46 (0)
73 147 0013

 

SP Angel

(Nominated Adviser & Joint Broker)

Ewan Leggat / Stuart Gledhill / Adam Cowl          Tel: +44 (0) 20
3470 0470

 

Alternative Resource Capital

(Joint Broker)

Alex
Wood
Tel: +44 (0) 20 7186 9004

 

BlytheRay

Tim Blythe / Megan Ray
                                    Tel:
+44 (0) 20 7138 3204

 

 

Cautionary Statement

 

Statements and assumptions made in this document with respect to the Company's
current plans, estimates, strategies and beliefs, and other statements that
are not historical facts, are forward-looking statements about the future
performance of Beowulf. Forward-looking statements include, but are not
limited to, those using words such as "may", "might", "seeks", "expects",
"anticipates", "estimates", "believes", "projects", "plans", strategy",
"forecast" and similar expressions. These statements reflect management's
expectations and assumptions in light of currently available information. They
are subject to a number of risks and uncertainties, including, but not limited
to , (i) changes in the economic, regulatory and political environments in the
countries where Beowulf operates; (ii) changes relating to the geological
information available in respect of the various projects undertaken; (iii)
Beowulf's continued ability to secure enough financing to carry on its
operations as a going concern; (iv) the success of its potential joint
ventures and alliances, if any; (v) metal prices, particularly as regards iron
ore. In the light of the many risks and uncertainties surrounding any mineral
project at an early stage of its development, the actual results could differ
materially from those presented and forecast in this document. Beowulf assumes
no unconditional obligation to immediately update any such statements and/or
forecast.

 

 

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