REG - Kefi Gold and Copper - PrimaryBid Offer

KEFI Gold and CopperAnnouncement

02/12/2024 17:00

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RNS Number : 4856O  Kefi Gold and Copper PLC  02 December 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

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 KEFI GOLD AND
COPPER PLC.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE 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 PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

For immediate release

 

2 December 2024

 

 

KEFI Gold and Copper plc

 

("KEFI" or the "Company")

 

PrimaryBid Offer

 

●   In connection with the proposed institutional placing announced by
KEFI today, the Company announces a retail offer for subscription of new
Ordinary Shares via PrimaryBid (https://www.primarybid.com/) ;

●   The Issue Price for the new Ordinary Shares is 0.55 pence per new
Ordinary Share, representing a discount of approximately 15.4 per cent to the
closing mid-price of the Company's existing Ordinary Shares on 2 December
2024;

●   Investors can take part through PrimaryBid's extensive network of
retail brokers, wealth managers and investment platforms, (subject to such
partners' participation);

●   The PrimaryBid Offer is available to both existing shareholders and
new investors;

●   The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer
and the Placing will be sold at the Issue Price;

●   There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●   No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

 

PrimaryBid Offer

 

KEFI Gold and Copper plc (AIM: KEFI), the gold and copper exploration and
development company with projects in the Federal Democratic Republic of
Ethiopia and the Kingdom of Saudi Arabia is pleased to announce, a retail
offer for subscription of new ordinary shares of 0.1 pence each in the capital
of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Shares" and
the "PrimaryBid Offer") at an issue price of 0.55 pence per new Ordinary Share
(the "Issue Price"), being a discount of approximately 15.4 per cent to the
closing mid-price of the Company's existing Ordinary Shares on 2 December
2024. As separately announced today, the Company is also conducting a firm
placing and a conditional placing of new Ordinary Shares at the Issue Price
(the "Firm Placing" and the "Conditional Placing", together the "Placing") and
a conditional subscription ("Conditional Subscription", together with the
PrimaryBid Offer and the Placing, the "Capital Raise").

 

The PrimaryBid Offer is conditional on the PrimaryBid Shares being admitted to
trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m.
on 6 December 2024 and dealings in the PrimaryBid Shares are expected to take
place at 8.00 a.m. on 6 December 2024. The PrimaryBid Offer will not be
completed without the Placing also being completed.

 

The net proceeds of the Capital Raise will be applied to:

 

•        completion of project financing and launch of the Company's
Tulu Kapi gold project (the "Project"), including legal and professional fees
of the Company and its banks, preparation of the community, site and district
security installation and administrative costs of satisfying the remaining
conditions for the project finance package;

•        the settling of current liabilities and advances to
strengthen the Company's balance sheet ahead of proposed Project development;
and

•        general working capital purposes.

 

Reason for the PrimaryBid Offer

 

While the Placing has been structured as a non-pre-emptive offer so as to
minimise cost and time to completion, the Company values its retail investor
base and is therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer.

 

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's extensive partner network of investment platforms, retail
brokers and wealth managers, subject to such partners' participation. A list
of PrimaryBid's distribution partners can be found here
(https://www.primarybid.com/uk/investors-broker-list) .

 

Some partners may only accept applications from existing shareholders and/or
existing customers.

 

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

 

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 8 p.m. on 2 December 2024 and may close early if
it is oversubscribed.

 

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer and aggregate demand under the PrimaryBid Offer will be limited to a
maximum of £500,000.

 

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

 

Investors wishing to apply for new Ordinary Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP or GIA) and
any relevant fees or charges.

 

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passuin all respects with the new Ordinary Shares to be
issued pursuant to the Placing and the Company's existing Ordinary Shares.

 

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com/) .

 

Enquiries

 

 KEFI Gold and Copper plc

 Harry Anagnostaras-Adams (Executive Chairman)      +357 994 57843

 John Leach (Finance Director)                      +357 992 08130

 PrimaryBid Limited                                 enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Fahim Chowdhury / James Deal
 SP Angel Corporate Finance LLP, Nominated Advisor  +44 (0) 20 3470 0470

 Jeff Keating / Adam Cowl
 IFC Advisory Ltd (Financial PR and IR)             +44 (0) 20 3934 6630

 Tim Metcalfe / Florence Chandler

Important notices

 

It is a term of the PrimaryBid Offer that the total value of the Retail Shares
available for subscription at the Issue Price under (i) the PrimaryBid 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 in any twelve-month period.

 

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of assimilated EU law as defined in the European Union (Withdrawal) Act
2018).

 

The PrimaryBid Offer is not being made into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction where it
would be unlawful to do so.

 

This Announcement is not for publication or distribution, directly or
indirectly, 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.

 

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
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.

 

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.

 

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 contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. 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.

 

 

END

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