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

Beowulf MiningAnnouncement

16/04/2025 07:00

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RNS Number : 1875F  Beowulf Mining PLC  16 April 2025

 

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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.

 

 

16 April 2025

 

 

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 21 March 2025, 4 April 2025, 8 April 2025 and 15 April 2024,
the subscription period for the preferential rights issue of up to 27,279,854
Swedish Depository Receipts ("SDRs") (the "Rights Issue") begins today, 16
April 2025. The subscription period runs until 5 May 2025 (1.00
p.m. Swedish time). The Rights Issue amounts up to approximately SEK 38.2
million (gross) at a subscription price of SEK 1.40 per new SDR. The
Prospectus connected to the Rights Issue are available at Beowulf's website
(https://beowulfmining.com/capital-raising-2025
(https://beowulfmining.com/capital-raising-2025) ), Aqurat's website
(https://aqurat.se (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
conditional placing of 9,869,318 new ordinary shares of 5 pence each in the
capital of the Company ("New Ordinary Shares") (the "Placing") and a retail
offer in the UK via the Winterflood Retail Access Platform ("WRAP") of up to
6,709,336 New Ordinary Shares (the "WRAP Retail Offer" and together with the
Placing, the "UK Issue"). The new SDRs represent interests in ordinary shares
in the Company and the Rights Issue will, if fully subscribed, amount to
approximately SEK 38.2 million (approximately £3.0 million) before deduction
for transaction related costs. The UK Issue, if fully subscribed, will amount
to a maximum of approximately SEK 20.9 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 59.1 million (approximately £4.6 million).

 

 

Summary of the Rights Issue

 

·    Subscription period: 16 April 2025 - 5 May 2025 (ends at 1:00 p.m.
Stockholm time).

·    SDR Offer Price: SEK 1.40 per New SDR. No brokerage fee will be
charged.

·    Issue amount: The Rights Issue will comprise a maximum of 27,279,854
New SDRs. The proceeds of the Rights Issue will be up to approximately SEK
38.2 million (gross) (approximately £3.0 million). The number of SDRs in
issue as at the date of this announcement amounts to 31,176,977.

·    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 11 April 2025. Holders of Swedish Subscription Rights will be
entitled to subscribe for seven (7) New SDRs for every eight (8) Swedish
Subscription Rights held. The last day of trading in SDRs with preferential
rights was 9 April 2025. The first day of trading in SDRs without preferential
rights was 10 April March 2025. Trading in Swedish Subscription Rights will
take place on Spotlight from 16 April 2025 until 29 April 2025.

·    Underwriting commitments: Beowulf has received underwriting
commitments from Nordic investors of SEK 15 million (approximately 40 per
cent) of the Rights Issue.

·    Paid Subscribed SDRs: Trading in Paid Subscribed SDRs will take place
on Spotlight from 16 April 2025 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
42,926,914 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

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 5
May 2025 at 1.00 p.m. (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 (mailto:info@aqurat.se)  (scanned registration form)

 

Please note: Swedish subscription rights must be exercised no later than 5
May 2025 (1.00 p.m. Swedish time) or sold no later than 29 April 2025, 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/capital-raising-2025
(https://beowulfmining.com/capital-raising-2025) ), Evli Plc's webpage
(https://evli.com (https://evli.com/) ) and Aqurat Fondkommison's website
(www.aqurat.se (http://www.aqurat.se/) ).

 

 

Link to relating press releases:

 

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w1vmjew
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w1vmjew)
(21 March 2025)

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/rgv6njr
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/rgv6njr)
(4 April 2025)

https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/xz4nyew
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/xz4nyew)
(8 April 2025)

 

 

Advisers

 

In relation to the Rights Issue, the Company has engaged Evli Plc as Swedish
financial adviser, Advokatfirman Lidström & Co AB 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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