REG - Capital Limited - Results of Placing

CapitalAnnouncement

21/11/2025 07:00

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RNS Number : 5218I  Capital Limited  21 November 2025

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE
UNITED STATES, SWITZERLAND CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

Capital Limited

("Capital", the "Group" or the "Company")

 

Results of Placing

Capital (LSE:CAPD), a leading mining services company, is pleased to announce
that it has successfully raised gross proceeds of £31 million (approximately
US$40 million) before expenses, via the issue of 28,581,503 new common shares
in the Company ("Placing Shares") at a price of 107 pence per share (the
"Placing Price").

The Placing Price represents a discount of approximately 4.9 per cent to the
closing price of per existing issued common share as of 20 November 2025.

The Company consulted with and received strong support from many of its
largest shareholders prior to the Placing. The Company respected the
principles of pre-emption, so far as possible, through the allocation process.
The Company's management team actively participated in the structuring and
allocation of the Placing.

The net proceeds of the Placing will provide additional balance sheet capacity
to support the Group's growth strategy as it seeks to capitalise on a highly
favourable demand environment and a tightening equipment market. Following a
sustained period of robust commodity prices, a surge in capital markets
activity within the sector and increased exploration budgets across our major
customers and the sector in general, the Group anticipates increased demand
for its services across its operating divisions into 2026 and beyond. An
enhanced liquidity position will enable the Group to rapidly pursue and
capitalise on growth opportunities as they arise.

Stifel Nicolaus Europe Limited ("Stifel"), Tamesis Partners LLP ("Tamesis")
and Panmure Liberum Limited ("Panmure Liberum") are acting as joint
bookrunners (the "Joint Bookrunners") in relation to the Placing.

Settlement of the Placing Shares, Posting of Circular and Notice of General
Meeting

As set out in the Company announcement dated 20 November 2025, it is expected
that the Placing Shares will be settled in two tranches. The first tranche of
Placing Shares (the "First Placing Shares"), consisting of 19,672,225 new
common shares (representing approximately 9.99% of the Company's existing
issued share capital) is expected to settle on or before 8.00 a.m. on 25
November 2025. The issue of the second tranche of Fundraising Shares (the
"Second Placing Shares"), comprising a further 8,909,278 Placing Shares
(representing approximately 4.53% of the Company's existing issued share
capital), will be subject to the passing of the Resolutions at the General
Meeting to be held on or around 11 December 2025. Capital will publish a
Notice of General Meeting setting out the shareholder resolutions requiring
approval, and the Board's recommended support for it, on or around 24 November
2025. The First Placing Shares will not require or be conditional upon further
shareholder approval.

The Placing shares will be issued credited as fully paid and will, on issue,
rank pari passu in all respects with the existing issued common shares of the
Company, including the right to receive all dividends and other distributions
thereafter declared, made or paid on the enlarged share capital from
Admission.

Total Voting Rights

Following Admission of the First Placing Shares, the Company's total issued
share capital will consist of 225,303,781 Common Shares of USD0.0001 each in
the Company. The Company does not hold any Common Shares in treasury.
Therefore, following Admission of the First Placing Shares, the total number
of voting rights in the Company will be 225,303,781. This figure may be used
by Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's announcement dated 20 November 2025.

Jamie Boyton, Executive Chair, commented:

"We are pleased with the strong level of support received in this Placing,
which reflects the confidence our shareholders and new investors have in the
strength of our business and the growth opportunities ahead.

With the highly favourable market demand backdrop, the proceeds from the
Placing will provide the balance sheet capacity needed to capitalise on this
environment and move on the opportunities emerging across our divisions.

We thank all participating investors for their support and we remain confident
in the outlook for the Group and our ability to continue delivering long-term
shareholder value."

 

- ENDS -

 

 

For further information, please visit Capital's website www.capdrill.com or
contact:

 Capital Limited                                               investor@capdrill.com (mailto:investor@capdrill.com)
 Jamie Boyton, Executive Chair

 Rick Robson, Chief Financial Officer

 Conor Rowley, Commercial & Corporate Development

 Ryan Tennis, Corporate Development & Investor Relations

 Stifel Nicolaus Europe Limited (Joint Bookrunner)             Tel: +44 20 7710 7600
 Ashton Clanfield / Varun Talwar
 Tamesis Partners LLP (Joint Bookrunner)                       Tel: +44 20 3882 2868
 Charlie Bendon / Richard Greenfield

 Panmure Liberum Limited (Joint Bookrunner)                    Tel: +44 20 3100 2000
 Scott Mathieson / John More / Freddie Wooding

 FTI Consulting
 Ben Brewerton / Nick Hennis                                   Tel: +44 20 3727 1000
                                                               capitallimited@fticonsulting.com (mailto:capitallimited@fticonsulting.com)

 

About Capital Limited

Capital Limited is a leading mining services company that provides 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 Canada, Côte
d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya,
Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America
and Zambia.

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any
other jurisdiction in which the same would be unlawful or to any person to
whom it is unlawful to make such offer or solicitation. No public offering of
the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company, Panmure Liberum Limited ("Panmure
Liberum"), Tamesis Partners LLP ("Tamesis") and Stifel Nicolaus Europe Limited
("Stifel" and, together with Panmure Liberum and Tamesis, the "Joint
Bookrunners") or any of their respective Affiliates or any of its or their
respective directors, officers, partners, employees, agents or advisers
(collectively "Representatives") or any person acting on behalf of any of them
that would, or is intended to, permit an offer of the Placing Shares or result
in the possession or distribution of this Announcement or any other offering
or publicity material relating to such Placing Shares in any jurisdiction
where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

This announcement is not for publication or distribution in or into the United
States of America. This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.

This Announcement has not been approved by the FCA or the London Stock
Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Hong Kong, Japan, the
Republic of South Africa, Singapore or Switzerland. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, Canada, Hong Kong, Japan, the Republic of South Africa,
Singapore or Switzerland or any other jurisdiction in which such activities
would be unlawful.

By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the Terms and
Conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
Each of the Company, the Joint Bookrunners, their respective Affiliates, its
and their respective Representatives and any person acting on behalf of any of
them expressly disclaim any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.

Some of the financial performance measures used in this Announcement are
non-IFRS financial measures, including "free cash flow". These measures are
presented as they are considered to provide useful information to assist with
an evaluation of the Company's underlying performance. Since the non-IFRS
performance measures listed herein do not have any standardised definition
prescribed by IFRS, they may not be comparable to similar measures presented
by other companies. Accordingly, they are intended to provide additional
information and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.

Each Joint Bookrunner is authorised and regulated in the United Kingdom by the
FCA and is acting exclusively for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. No Joint Bookrunner will regard any other
person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. 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 any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as
to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Joint Bookrunner
or any of its Affiliates in connection with the Company, the Placing Shares or
the Placing, and any responsibility or liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by any Joint Bookrunner, any of its
Affiliates or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.

In connection with the Placing, the Joint Bookrunners may release
communications to the market as to the extent to which the book is "covered".
A communication that a transaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that
the books will remain covered, that the transaction will take place on any
terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Joint Bookrunners. In connection
with the Placing, each Joint Bookrunner and any of its Affiliates, acting as
investors for their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other securities of
the Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, any Joint Bookrunner and any of its
Affiliates acting in such capacity. In addition, any Joint Bookrunner and any
of its Affiliates may enter into financing arrangements (including swaps) with
investors in connection with which that Joint Bookrunner and any of its
Affiliates may from time to time acquire, hold or dispose of shares. No Joint
Bookrunner intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended, does not
apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

 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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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 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 such Placing 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing 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 UK Target Market Assessment
is 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 UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; 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 Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing 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/or any
equivalent requirements elsewhere to the extent determined to be applicable,
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 and/or any equivalent requirements elsewhere
to the extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing 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
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.

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

 

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