REG - Greatland Gold PLC - RetailBook Offer

Greatland GoldAnnouncement

Mon 07:00

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RNS Number : 9029K  Greatland Gold PLC  02 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE "EEA"), OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO
WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED ("RETAILBOOK") WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL
PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GREATLAND
RESOURCES LIMITED.

 

 

 

2 June 2025

 

GREATLAND RESOURCES LIMITED

 

("Greatland Resources" or the "Company")

 

RetailBook Offer

 

·      Greatland Resources Limited announces a conditional retail offer
of new Ordinary Shares via RetailBook (https://www.retailbook.com/) ;

·      The issue price for the new Ordinary Shares will be determined at
the close of the bookbuilding process;

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation), which includes AJ Bell, Hargreaves Lansdown and
interactive investor;

·      Applications for new Ordinary Shares through these partners can
be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

·      The RetailBook Offer is available to both existing shareholders
of Greatland Gold plc and new investors in the United Kingdom;

·      In the event of oversubscription, the Company will endeavour to
prioritise allocations to existing shareholders of Greatland Gold plc

·      There is a minimum subscription of £250 per investor in the
RetailBook Offer;

·      No commission will be charged by RetailBook on applications to
the RetailBook Offer.

 

 

Background to Greatland Resources

 

Greatland Gold plc (AIM:GGP) is an AIM listed gold-copper mining company
operating its business from Western Australia which has announced it is
undertaking a corporate reorganisation which will result in it and its
subsidiary undertakings (the "Group") sitting under Greatland Resources
Limited, an Australian incorporated holding company.  The reorganisation will
be implemented by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme"). An effective share consolidation will occur as
part of the Scheme, with Greatland Gold plc shareholders to receive one
ordinary share in the capital of Greatland Resources ("Ordinary Share") for
every twenty Greatland Gold plc shares held. Greatland Resources will be the
entity that is proposed to be listed on the Australian Securities Exchange
("ASX") and whose shares will also be admitted to trading on AIM.

 

Subject to certain conditions including receiving certain regulatory approvals
and the Scheme being approved by the Court, Ordinary Shares are currently
expected to be admitted to trading on AIM on

23 June 2025, and then quoted and begin trading on the ASX from 24 June 2025.

 

As part of the ASX listing, Greatland Resources is also conducting an offering
of new Ordinary Shares to raise gross proceeds for Greatland Resources of up
to AUD50m (the "Australian Primary Offer"), and up to 66,729,557 Ordinary
Shares will also be offered for sale, representing half of the Ordinary Shares
that Newmont NOL Pty Ltd (a subsidiary of Newmont Corporation) ("Newmont")
will be issued under the Scheme (the "Australian Secondary Offer", which
together with the Australian Primary Offer, the "Australian Offering"). The
Australian Secondary Offer is made by Bright SaleCo Limited ("SaleCo"), a
special purpose vehicle incorporated to enable the potential Secondary
Offer.  No general offering is being made to the public in Australia.  The
Australian Offering is being made to (i) institutional investors in Australia,
New Zealand and certain other eligible jurisdictions; and (ii) to Australian
resident retail clients of participating brokers.

 

The ASX listing is intended to:

·      enhance the Company's capital markets profile as the ASX is a
natural listing venue for the Company as a mining, development and exploration
company with assets located in Australia;

·      facilitate increased equity research and institutional ownership
to support greater liquidity and interest in Ordinary Shares;

·      provide access to additional deep pools of capital to support
longer term growth; and

·      create greater flexibility to pursue the Company's growth
strategy, in particular through asset and corporate investments and
transactions.

 

The RetailBook Offer

 

Greatland Resources is pleased to announce a conditional retail offer of new
Ordinary Shares via RetailBook (the "RetailBook Offer").  For the avoidance
of doubt, the RetailBook Offer is not part of the Australian Offering.

 

The issue price of the new Ordinary Shares to be issued pursuant to the
RetailBook Offer will be determined following the close of the bookbuilding
process for the Australian Offering and will be priced in GBP by converting
the final offer price for Ordinary Shares to be issued pursuant to the
Australian Offering (which will be priced in Australian dollars) from
Australian dollars to pounds sterling at the prevailing exchange rate at the
time of the pricing of the Australian Offering ("Issue Price"). The market
price of twenty shares in Greatland Gold plc may be less or more than the
Issue Price.

 

The RetailBook Offer is conditional on the new Ordinary Shares to be issued
pursuant to the RetailBook Offer and the Australian Offering being admitted to
trading on AIM ("Admission"). Admission is expected to take place at 8:00 a.m.
(London time) on 23 June 2025. Completion of the RetailBook Offer and
Australian Offering are subject to the implementation of the Scheme and ASX
confirming conditional admission to the official list of the ASX (subject
only to customary conditions that are acceptable to the Joint Lead Managers to
the Australian Offering in accordance with their agreement with the
Company). If these conditions are not satisfied, then neither the RetailBook
Offer nor Australian Offering will proceed.

 

The RetailBook Offer will not be completed without the Australian Offering
also being completed.

 

The Company will use the gross proceeds of the RetailBook Offer for general
working capital purposes. The Company is not entitled to any of the proceeds
of the Australian Secondary Offer which is a sale of Ordinary Shares by Bright
SaleCo Limited.

 

Reason for the RetailBook Offer

 

Greatland Gold plc values its retail shareholder base and believes that it is
in the best interests of shareholders as well as wider stakeholders, to
provide retail investors in the United Kingdom, the opportunity to participate
in the RetailBook Offer.

 

The RetailBook Offer is open to eligible investors resident and physically
located in the United Kingdom following release of this announcement. The
RetailBook Offer is expected to close at 5:30 p.m. on 16 June 2025 and may
close earlier at the discretion of the Company or if it is oversubscribed.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. Participating partners include:

 

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

 

The RetailBook Offer is only being made outside of the United States in
"offshore transactions" as defined in, and pursuant to, Regulation S under the
United States Securities Act of 1933, as amended (the "US Securities Act").

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares and the Ordinary
Shares being issued pursuant to the Greatland Australian Offering, including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

Brokers wishing to offer their customers access to the RetailBook Offer and
future RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . Retail investors that wish to receive
alerts for future RetailBook transactions should sign up here:
https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

Eligibility for the RetailBook Offer

 

The RetailBook Offer is available to new and existing shareholders of
Greatland Gold plc in the United Kingdom. To be eligible to participate in the
RetailBook Offer, applicants must be a customer of a participating partner.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the RetailBook Offer.

 

Some partners
may only accept applications from existing shareholders of Greatland
Gold plc and/or existing customers.

 

There is a minimum subscription of £250 per investor. The terms and
conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges. Note,
no commission will be charged to investors by RetailBook in connection with
the RetailBook Offer.

 

The Company reserves the right to scale back any order under the RetailBook
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the RetailBook Offer without giving any
reason for such rejection. If the RetailBook Offer is oversubscribed, the
Company will endeavour to give allocation preference to existing shareholders
of Greatland Gold plc, to the extent reasonably practicable.

 

Investors should also note that the RetailBook Offer will be open alongside a
live share price for the Greatland Gold plc shares on AIM and the market price
on AIM of twenty of those shares may be less or more than the Issue Price.

 

It is a term of the RetailBook Offer that the aggregate value of the shares
available for subscription at the Issue Price pursuant to the RetailBook Offer
does not exceed EUR 8 million equivalent.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.

 

AIM is a market designed primarily for emerging or smaller companies to which
a higher investment risk tends to be attached than to larger or more
established companies. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with an independent
financial adviser.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 Greatland Gold plc                                                         info@greatlandgold.com (mailto:info@greatlandgold.com)

 Shaun Day, Managing Director | Rowan Krasnoff, Chief Development Officer

 RetailBook Limited                                                         c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                                          (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Nick Smith / Michael Ward                                                  (mailto:capitalmarkets@retailbook.com)

 Nominated Adviser                                                          +44 203 368 3550

 SPARK Advisory Partners

 Andrew Emmott / James Keeshan / Neil Baldwin

 Media Relations

 Australia - Fivemark Partners  |  Michael Vaughan                          +61 422 602 720

 UK - Gracechurch Group  | Harry Chathli / Alexis Gore                      +44 204 582 3500

/ Henry Gamble

 

Further information on the Company can be found on its website at
https://greatland.com.au

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

It is a term of the RetailBook Offer that the total value of the new Ordinary
Shares available for subscription at the Issue Price under (i) the RetailBook
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of
€8 million. The RetailBook Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section 86(1)(e) and
86(4) of FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial Conduct
Authority, or for approval of the same by the Financial Conduct Authority. The
RetailBook Offer is not being made into any jurisdiction other than the United
Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the RetailBook Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company or Greatland Gold plc prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and assimilated
MAR as it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

 

It is important to note that while the prospectus prepared by the Company
dated 30 May 2025 contains information relating to the Company, the ASX
listing and the Australian Offering (including various risk factors), it was
prepared by the Company solely in connection with the ASX listing and the
Australian Offering, it was not prepared in connection with the UK Retail
Offer and does not form part of the UK Retail Offer materials.  The Joint
Lead Managers to the Australian Offering are not acting for the Company with
respect to the RetailBook Offer.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The new Ordinary Shares have not been and will not be registered under the US
Securities Act or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or into the
United States. No public offering of the new Ordinary Shares is being made in
the United States. The new Ordinary Shares are being offered and sold outside
the United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and RetailBook expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange plc or applicable
law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, 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 the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company or Greatland Gold plc.

 

Neither the content of the Company's website, Greatland Gold plc's website (or
any other website) nor the content of any website accessible from hyperlinks
on the Company's website, Greatland Gold plc's website (or any other website)
is incorporated into or forms part of this announcement. The new Ordinary
Shares to be issued or sold pursuant to the RetailBook Offer will not be
admitted to trading on any stock exchange other than the Australian Stock
Exchange and AIM.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

INFORMATION TO DISTRIBUTORS

 

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 new Ordinary Shares have been subject to a product
approval process, which has determined that such new Ordinary 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
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the new Ordinary Shares may
decline and investors could lose all or part of their investment; the new
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the new Ordinary 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 Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the RetailBook Offer
or the Australian Offering.

 

For the avoidance of doubt, the 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 new Ordinary Shares.

 

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

 

 

 

END

 

 

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