REG - Kazera Global PLC - Closure of Retail Offer

Kazera GlobalAnnouncement

04/12/2025 07:00

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RNS Number : 1655K  Kazera Global PLC  04 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) AS RETAINED AS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

4 December 2025

 

Kazera Global plc

 

("Kazera" or the "Company")

 

Closure of Retail Offer

Kazera Global plc (AIM: KZG) the investment company focused on heavy mineral
sands ("HMS") and diamond production in South Africa,  is pleased to announce
that the Retail Offer as announced on 26 November 2025 (the "Announcement"),
has now closed. The Retail Offer raised in aggregate £262,407 through the
issuance of 17,493,818 Retail Offer Shares at a price of 1.5p per New
Ordinary Share (the "Issue Price"), conditional only on Admission. The total
amount raised from the Retail Offer and Subscription (as announced on 10
November 2025) is £1.6m.

Dennis Edmonds, Chief Executive Officer of Kazera, commented: "We are pleased
to have completed the Retail Offer and would like to thank all retail
shareholders who chose to participate. Retail investors have been an important
part of the Company's journey since our IPO in 2006 and providing them with
the opportunity to take part in this fundraise was something we were
determined to deliver."

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Retail Offer Shares, a total of 17,493,818 new Ordinary Shares, to trading on
AIM. It is expected that Admission will become effective and dealings in the
Retail Offer Shares will commence on AIM at 8.00 a.m. on or around 10 December
2025 ("Admission").

The Retail Offer Shares will be issued fully paid and will rank pari passu in
all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 1,098,445,954 with voting rights. 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
to their interest in, the Company's share capital pursuant to the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

Warrants

As set out in the Announcement, each Retail Offer Share issued, subject to
shareholder approval, carries a three-for-two warrant granting the holder the
opportunity to subscribe for three new Ordinary Shares for every two Retail
Offer Shares held, exercisable at 2.5 pence per new Ordinary Share for a
period of 12 months from Admission ("Retail Offer Warrants"). The issue of the
Retail Offer Warrants is subject to (i) the directors being granted new
authorities to issue and allot equity securities at the upcoming Annual
General Meeting of the Company and (ii) the successful admission of the Retail
Offer Warrants to settlement in uncertificated form through CREST. As also set
out in the Announcement, to achieve these new authorities the Company intends
to call its Annual General Meeting ("AGM") on or around the 28 January 2026.
It is also anticipated that the Retail Offer Warrants will be eligible for
CREST settlement by this date. A circular convening the AGM will be dispatched
shortly and a further announcement will be made at that time. In the event
that the relevant authorities are not granted at the upcoming AGM or that
eligibility for CREST settlement is not achieved by that date then the Retail
Offer Warrants will not be issued.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Announcement unless the
context requires otherwise.

For further information, visit www.kazeraglobal.com or contact:

 

 Kazera Global plc                                                      kazera@stbridespartners.co.uk (mailto:kazera@stbridespartners.co.uk)

 Dennis Edmonds, CEO
 Strand Hanson Limited (Nominated, Financial Adviser and Joint Broker)  Tel: +44 (0)207 409 3494

 Christopher Raggett / Ritchie Balmer / Imogen Ellis
 Zeus Capital Limited (Joint Broker)                                    Tel: +44 (0)203 829 5000

 Harry Ansell / Simon Johnson / Katy Mitchell
 St Brides Partners Limited (Financial PR)                              kazera@stbridespartners.co.uk

 Paul Dulieu/Isabel de Salis

 

Notes

Kazera Global plc (LON:KZG) is a diversified commodity investment company
focused on unlocking value through production growth and disciplined portfolio
management. While production builds at its Whale Head Minerals (Heavy Mineral
Sands) and Deep Blue Minerals (diamond) assets in South Africa's Northern Cape
province, the Company also continues to assess new opportunities to expand its
growth pipeline and deliver sustainable returns.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

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, 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 Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer 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 Retail Offer 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.

 Zeus Capital Limited ("Zeus") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the Retail
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the Retail Offer, Admission and the other arrangements
referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency 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. Each
of the Company and the Bookrunner expressly disclaims 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 or applicable
law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of the Bookrunners and 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. The Bookrunners and affiliates, accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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.

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

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 MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

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 COBS; 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 Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer 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 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) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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
Retail Offer.

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

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