REG - Capital Limited - Results of Placing of Existing Common Shares
23/06/2023 11:45
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RNS Number : 7614D Capital Limited 23 June 2023
FOR IMMEDIATE RELEASE
23 June 2023
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER
SECURITIES OF CAPITAL LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
Capital Limited
("Capital", the "Group" or the "Company")
Results of placing of existing common shares in Capital Limited and PDMR
holding
Further to the announcement released earlier today, Jamie Boyton, Chairman of
the Company, and Brian Rudd, a founder and Executive Director of Capital
Limited (the "Sellers"), have sold, subject to completion, 5,300,000 common
shares in the Company (the "Placing Shares") at a placing price of 98.5 pence
per Placing Shares (the "Placing Price"). The Placing Shares represent
approximately 2.7% of the Company's issued share capital.
The Placing was conducted by way of an accelerated bookbuild offering to
institutional investors. The Company will not receive any proceeds from the
Placing. Settlement of the Placing is expected to occur on a T+2 basis, on or
around 27 June 2023.
Tamesis Partners LLP ("Tamesis") acted as Bookrunner in relation to the
Placing which was conducted by way of an accelerated bookbuild.
Subsequent to the Placing, the revised shareholdings in the Company of Jamie
Boyton and Brian Rudd are as follows and the required Notification of Dealing
Forms are set pit at the end off this announcement.
Director Placing Shares sold Resultant Shareholding
Number of Placing Shares % of issued Number of Common Shares % of issued share capital
share capital
Jamie Boyton 4,300,000 2.2% 20,546,295 10.6%
Brian Rudd 1,000,000 0.5% 11,958,465 6.2%
The common shares held by the Sellers following completion of the Placing will
be subject to a 90 calendar day lock-up which is subject to certain exceptions
and may otherwise only be waived with the consent of the Bookrunner.
-ENDS-
For further information, please visit Capital's website www.capdrill.com
(http://www.capdrill.com) or contact:
Capital Limited investor@capdrill.com
Peter Stokes, Chief Executive Officer
Rick Robson, Chief Financial Officer
Conor Rowley, Corporate Development & Investor Relations
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
Buchanan +44 20 7466 5000
Bobby Morse capital@buchanan.uk.com
George Pope
About Capital Limited
Capital Limited is a leading mining services company providing a complete
range of drilling, mining, maintenance and geochemical laboratory solutions to
customers within the global minerals industry. The Company's services include:
exploration, delineation and production drilling; load and haul services;
maintenance; and geochemical analysis. The Group's corporate headquarters are
in the United Kingdom and it has established operations in Côte d'Ivoire,
Canada, Democratic Republic of Congo, Egypt, Gabon, Guinea, Kenya, Mali,
Mauritania, Nigeria, Pakistan, Saudi Arabia and Tanzania
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. IN
THE UNITED KINGDOM, THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS
DIRECTED ONLY AT, PERSONS WHO: (A) (I) ARE "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE
ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); AND (B) ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE UK PROSPECTUS
REGULATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). IN THE EEA, THIS ANNOUNCEMENT IS ADDRESSED ONLY TO AND DIRECTED
ONLY AT, PERSONS IN MEMBER STATES WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM,
BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE
EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO: (I) IN THE
UNITED KINGDOM, RELEVANT PERSONS; AND (II) IN ANY MEMBER STATE OF THE EEA,
QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other jurisdiction of the
United States, and, absent registration, may not be offered or sold in the
United States (as defined in Regulation S under the Securities Act) 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
relevant State or other jurisdiction of the United States. There will be no
public offering of the Placing Shares in the United States.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.
No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by Tamesis or any of their respective affiliates. capdrill.com
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Canada, Australia, South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of U.S.,
Canadian, Australian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Seller, the Company, Tamesis or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares, in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by Tamesis
to inform themselves about and to observe any applicable restrictions.
Tamesis, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting solely for the Seller in connection
with the Placing and will not be responsible to anyone other than the Seller
for providing the protections offered to the clients of Tamesis, nor for
providing advice in relation to the Placing or any matters referred to in this
announcement.
Notification of transactions by PDMRs
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Jamie Boyton
2. Reason for the notification
a. Position/status Chairman
b. Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Capital Limited
b. LEI 213800XG175G91JW8W37
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 Identification Common shares of $0.0001 each
code
BMG022411000
b. Nature of the transaction Sale of ordinary shares
c. Price(s) and volume(s) Price(s) Volume(s)
£0.985 4,300,000
d. Aggregated information See above
Aggregated volume
Price
e. Date of the transaction 23 June 2023
f. Place of the transaction London Stock Exchange
d.
Aggregated information
Aggregated volume
Price
See above
e.
Date of the transaction
23 June 2023
f.
Place of the transaction
London Stock Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Brian Rudd
2. Reason for the notification
a. Position/status Executive Director
b. Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Capital Limited
b. LEI 213800XG175G91JW8W37
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 Identification Common shares of $0.0001 each
code
BMG022411000
b. Nature of the transaction Sale of ordinary shares
c. Price(s) and volume(s) Price(s) Volume(s)
£0.985 1,000,000
d. Aggregated information See above
Aggregated volume
Price
e. Date of the transaction 23 June 2023
f. Place of the transaction London Stock Exchange
d.
Aggregated information
Aggregated volume
Price
See above
e.
Date of the transaction
23 June 2023
f.
Place of the transaction
London Stock Exchange
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