REG - Cobalt Holdings PLC - Publication of Registration

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RNS Number : 3251I  Cobalt Holdings PLC  12 May 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
UNLAWFUL.

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA")
made under section 73A of the Financial Services and Markets Act 2000 (the
"FSMA") and is not a prospectus nor an offer of securities for sale in any
jurisdiction, including in or into the United States, Canada, Australia or
Japan.

Neither this announcement, nor anything contained herein, nor anything
contained in the Registration Document (as defined herein) shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not purchase any shares
referred to in this announcement or the Registration Document except solely on
the basis of the information contained in a prospectus in its final form
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, that may be published by Cobalt
Holdings plc ("Cobalt Holdings" or the "Company") in due course in connection
with a possible global offer of ordinary shares of the Company (the "Shares")
to (i) certain institutional and professional investors (the "Institutional
Offer"), and (ii) retail investors in the United Kingdom by RetailBook through
its network of retail brokers, wealth managers and investment platforms (the
"Retail Offer" and, together with the Institutional Offer, the "Global Offer")
and the possible admission of such Ordinary Shares to the Equity Shares
(Commercial Companies) category of the Official List of the FCA and to trading
on the Main Market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). A copy of any Prospectus published by
the Company will, if published, be available for inspection on the Company's
website at www.cobaltholdingsplc.com (http://www.cobaltholdingsplc.com) ,
subject to certain access restrictions.

 

12 May 2025

Cobalt Holdings plc

Publication of Registration Document

Cobalt Holdings plc, a company created primarily to purchase and hold physical
cobalt and the only company offering public equity investors pure-play direct
exposure to the price of cobalt, announces that further to the publication
this morning of its Expected Intention to Float Announcement, the Registration
Document has been approved by the FCA and is now available for viewing at
www.cobaltholdingsplc.com (http://www.cobaltholdingsplc.com) , subject to
certain access restrictions.

A copy of the Registration Document will be uploaded to the National Storage
Mechanism and be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For more information, please visit www.cobaltholdingsplc.com
(http://www.cobaltholdingsplc.com) or contact the following:

 

 Cobalt Holdings plc                       via FTI Consulting

 Jake Greenberg, Chief Executive Officer

 David Haughie, Chief Financial Officer

 Citigroup Global Markets Limited

 (Sponsor, Global Co-ordinator and Joint Bookrunner)

 Andrew Miller-Jones / Patrick Evans                                    +44 (0) 20 7986 4000

 Canaccord Genuity Limited

 (Joint Bookrunner)                        +44 (0) 20 7523 8000

 James Asensio / Sam Lucas

 FTI Consulting                            +44 (0) 20 3727 1000

 Ben Brewerton / Ariadna Peretz            cobaltholdingst@fticonsulting.com

 Investor Relations                        +44 7557 224386

 Matthew Walker / Chris Dyett              matthew.walker@cen-grp.com

 

 

IMPORTANT LEGAL INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for release, publication or distribution in whole or
part, directly or indirectly, in or into the United States, Canada, Australia
or Japan or any other jurisdiction where such distribution would be unlawful.
This announcement does not constitute a prospectus or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for, or otherwise invest in, Shares to any person in any
jurisdiction to whom or in which such offer or solicitation is unlawful,
including the United States (including its territories or possessions or any
State of the United States and the District of Columbia (the "United
States")), Canada, Australia or Japan. The Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the
"US Securities Act") or under the laws or with any securities regulatory
authority of any state of the United States. The Shares may not be offered,
sold, pledged or otherwise transferred in the United States, except to
qualified institutional buyers ("QIBs") as defined in, and in reliance on,
Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act. There will be no public offering of
securities in the United States.

This announcement is only addressed to and directed at specific addressees
who: (A) if in a member state of the European Economic Area (the "EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation")
("Qualified Investors"); and (B) if in the United Kingdom, are "qualified
investors" within the meaning of Article 2(e) of the UK version of the
Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are: (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" 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 entities falling within Article 49(2)(a) to (d) of the Order; or (iii)
are other persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA (as amended)) in connection
with the sale of any securities of the Company may otherwise lawfully be
communicated or caused to be communicated; or (iv) intermediaries using the
RetailBook portal for distribution to retail investors in the United Kingdom
(all such persons referred to in (i), (ii), (iii) and (iv) together being
"Relevant Persons"). 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 activity to which this announcement relates (i) in the United
Kingdom is available only to, and may be engaged in only with, Relevant
Persons, and (ii) in any member state of the EEA is available only to, and may
be engaged only with, Qualified Investors.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "targets, "anticipates",
"expects", "intends", "may", "will", "forecast" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These statements reflect beliefs of the sole director of Cobalt
Holdings plc (the "Director") (including based on the Director's expectations
arising from pursuit of the Company's strategy) as well as assumptions made by
the Director and information currently available to the Company. Although the
Director considers that these beliefs and assumptions are reasonable, by their
nature, forward-looking statements reflect the Director's current view with
respect to future events and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the Company's actual financial
position, results of operations, cash flows, liquidity, prospects, growth or
strategies to be materially different from any future such metric expressed or
implied by such statements. Past performance cannot be relied upon as a guide
to future performance and should not be taken as a representation that trends
or activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made.
Forward-looking statements may and often do differ materially from actual
results. No representation is made that any of these statements or forecasts
will come to pass or that any forecast results will be achieved.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's actual results,
performance or achievements might be materially different from the expected
results, performance or achievements expressed or implied by such
forward-looking statements. Each of Citi, Canaccord Genuity Limited
("Canaccord" and, together with Citi, the "Banks"), the Company or any member
of the Company, or any of such person's affiliates or their respective
directors, officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement, whether as
a result of new information, future developments or otherwise, except to the
extent required by applicable law. You are therefore cautioned not to place
any undue reliance on such forward-looking statements. In addition, even if
the results of operations, financial condition and liquidity of the Company,
and the development of the industry in which the Company operates are
consistent with the forward-looking statements set out in this announcement,
those results or developments may not be indicative of results or developments
in subsequent periods. No statement in this announcement is intended to be a
profit forecast.

Any purchase of Ordinary Shares in the possible Global Offer should be made
solely on the basis of information contained in the prospectus which may be
issued by the Company in connection with the Global Offer. The information in
this announcement is subject to change. Before purchasing any Ordinary Shares,
persons viewing this announcement should ensure that they fully understand and
accept the risks which will be set out in the prospectus, if published. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither this
announcement, nor anything contained in the Registration Document, shall
constitute, or form part of, any offer or invitation to sell, or any
solicitation of any offer to acquire, any Ordinary Shares or any other
securities, nor shall it (or any part of it), or the fact of its distribution,
form the basis of, or be relied on in connection with, or act as any
inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Global Offer and
there is therefore no guarantee that a prospectus will be published, the
Global Offer will be made or Admission will occur. Potential investors should
not base their financial decision on this announcement. Acquiring investments
to which this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering making
investments should consult an authorised person specialising in advising on
such investments. Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer. The value of shares
can decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of a possible offer for the person
concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you.

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Banks by FSMA or the regulatory regime established thereunder, or under
the regulatory regime of any jurisdiction where the exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
none of the Banks nor any of their respective affiliates and/or any of their
or their affiliates' directors, officers, employees, advisers and/or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) and/or any other
information relating to the Company whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

Each of the Banks is authorised and regulated by the FCA in the United
Kingdom. Each of the Banks is acting exclusively for the Company and no one
else in connection with the possible Global Offer. The Banks will not regard
any other person (whether or not a recipient of this announcement) as their
client in relation to the possible Global Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the possible Global
Offer, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. In connection with the withdrawal of the UK
from the European Union, the Banks may, at their discretion, undertake their
obligations in connection with the possible Global Offer by any of their
affiliates based in the EEA.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100 per cent.

Unless otherwise indicated, market, industry and competitive position data are
estimated (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Company ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Company's website, or any
website directly or indirectly linked to the Company's website, are not
incorporated by reference into, and do not form part of, this announcement.

 

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