REG - Keras Resources PLC - Result of Open Offer and General Meeting

Keras ResourcesAnnouncement

14/08/2025 14:30

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RNS Number : 4022V  Keras Resources PLC  14 August 2025

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN KERAS RESOURCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF KERAS RESOURCES PLC.

 

14 August 2025

 

Keras Resources plc ('Keras' or the 'Company')

 

Result of Open Offer

Result of General Meeting

Keras Resources plc (AIM: KRS) is pleased to announce the result of its Open
Offer to Qualifying Shareholders which was announced on 21 July 2025 and
closed to acceptances, in accordance with the terms of the Open Offer, on 13
August 2025.

 

The Company announces that valid acceptances have been received from
Qualifying Shareholders for a total of 10,770,173 Offer Shares, representing a
take-up of approximately 28.22 per cent. of the 38,163,608 Offer Shares
available. All Qualifying Shareholders who have validly applied for Offer
Shares will therefore receive the number of Offer Shares for which they have
applied, up to their Basic Entitlement. Applications for Offer Shares from
Qualifying Shareholders under the Excess Application Facility will also be
satisfied in full.

 

Accordingly, subject to Admission being effective, 10,770,173 Offer Shares
will be issued in connection with the Open Offer, raising approximately
£150,782 (before expenses) at the issue price of 1.4 pence per Offer Share.
The funds raised under the Open Offer will be used to repay the part of the
CLNs which is not converted.

 

The balance of the CLNs will be converted at the Offer Price, resulting in the
issue of a total of 42,801,256 Ordinary Shares to Christopher Grosso (through
the Diane H. Grosso Credit Shelter Trust, an associate of Mr. Grosso), and
Joseph Carbone as follows:

 

 Shareholder            Number of Existing Shares held  New         Total       Resultant holding (%)
 Christopher Grosso     21,153,350                      21,400,628  42,553,978  27.89%
 Joseph Carbone         7,450,000                       21,400,628  28,850,628  18.91%
 Concert Party total    28,603,350                      42,801,256  71,404,606  46.80%

 

 

Director participation in the Open Offer

The following Director of the Company has participated in the Open Offer, as
follows:

 

 Director      Number of Existing Ordinary Shares held  Number of Offer Shares to be issued  Number of Ordinary Shares held on Admission  % of the Enlarged Share Capital on Admission
 Brian Moritz  2,649,204                                500,000                              3,149,204                                    2.06%

 

Related Party Transactions

Brian Moritz is considered to be a Related Party of the Company as defined
under the AIM Rules, and therefore his participation in the Open Offer is
deemed to constitute a Related Party Transaction pursuant to AIM Rule 13 of
the AIM Rules for Companies (the "AIM Rules").

 

The Diane H. Grosso Credit Shelter Trust (an associate of Christopher Grosso,
a substantial shareholder in the Company as defined under the AIM Rules), is
considered to be a Related Party of the Company and therefore the partial
repayment and issue of Ordinary Shares pursuant to the CLN is deemed to be a
Related Party Transaction in accordance with AIM Rule 13.

 

The Directors of the Company independent from the Director participation in
the Open Offer, being Russell Lamming and Claire Parry and the Directors
independent of the CLN, being Brian Moritz, Russell Lamming and Claire Parry,
consider, having consulted with the Company's Nominated Adviser, SP Angel
Corporate Finance LLP, that the proposed terms of the Director's participation
in the Open Offer and the partial repayment and the issue of Ordinary Shares
pursuant to the CLN are fair and reasonable insofar as the Company's
Shareholders are concerned.

 

Application for Admission

Application has been made for the admission of the 10,770,173 Ordinary Shares
issued pursuant to the Open Offer and 42,801,256 Ordinary Shares issued
pursuant to the conversion of the CLN (total 53,571,429 Ordinary Shares ("New
Ordinary Shares")) to trading on the AIM Market of the London Stock Exchange
("Admission"). It is anticipated that Admission will take place at 8 a.m. on
or around 21 August 2025. The New Ordinary Shares will rank pari passu with
the existing Ordinary Shares which are currently traded on AIM.

 

Total voting rights

In accordance with the FCA's Disclosure, Guidance and Transparency Rules, the
Company confirms that following Admission of the Offer Shares and the shares
issued pursuant to the conversion of the proportion of the CLNs not repaid
from the proceeds of the Open Offer, the Company's enlarged issued ordinary
share capital will compromise 152,587,340 Ordinary Shares. Therefore, from
Admission, the total number of voting rights in the Company will be
152,587,340 and this figure may be used by shareholders in the Company as the
denominator for the calculations to determine if they are required to notify
their interest in, or a change to their interest in the Company, under the
Disclosure, Guidance and Transparency Rules.

 

Capitalised terms used but not otherwise defined in this announcement bear the
meanings ascribed to them in the Circular.

 

 

Result of General Meeting

 

Keras also announces that at the General Meeting held earlier today, all
resolutions were approved by the requisite majorities. The Rule 9 Waiver
Resolution (Resolution 2) was duly passed by a majority of the votes cast by
Independent Shareholders only.

 

The proxy votes cast were as follows:

 

 Resolution           For         Against  Withheld  Total
 1                    19,729,135  898,218  38,755    20,666,108
 2                    19,654,011  975,166  36,931    20,666,108
 3                    19,725,197  799,087  141,824   20,666,108
 Total Voting Rights                                 99,015,911

 

As a result, the waiver of a potential obligation under Rule 9 of the Takeover
Code for the Concert Party (comprising Christopher Grosso and Joseph Carbone)
to make a mandatory general cash offer for the whole of the issued and to be
issued share capital of the Company not already owned by the Concert Party,
has been approved.

 

Following conversion of the CLNs and Admission of both the Offer Shares and
the shares issued pursuant to the CLNs, the members of the Concert Party will
be interested in shares carrying more than 30% of the voting rights of the
Company but will not hold shares carrying more than 50% of the voting rights
of the Company. For so long as they continue to be acting in concert, any
increase in their aggregate interest in shares will be subject to the
provisions of Rule 9.

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (as amended). Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

**ENDS**

 

For further information please visit www.kerasplc.com
(http://www.kerasplc.com/) , follow us on Twitter @kerasplc or contact the
following:

 

 Russell Lamming                       Keras Resources plc             info@kerasplc.com

 Nominated Adviser & Joint Broker      SP Angel Corporate Finance LLP  +44 (0) 20 3470 0470

 Ewan Leggat / Jen Clarke

 Joint Broker                          Shard Capital Partners LLP      +44 (0) 207 186 9900

 Damon Heath / Erik Woolgar

Notes:

Keras Resources (AIM: KRS) wholly owns the Diamond Creek organic phosphate
mine in Utah, US. Diamond Creek is one of the highest-grade organic
phosphate deposits in the US and is a fully integrated mine to market
operation with in-house mining and processing facilities. The operation
produces a variety of organic phosphate products that can be tailored to
customer organic fertiliser requirements.

 

The Company is focused on continuing to increase market share in the
fast-growing US organic fertiliser market and build Diamond Creek into the
premier organic phosphate producer in the US.

 

 

Appendix

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                                         Brian Moritz

 2.  Reason for the notification
 a)  Position/status:                                              Non-Executive Director

 b)  Initial notification/amendment:                               Initial notification

 3.  Details of the issuer emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name:                                                         Keras Resources plc

 b)  LEI:                                                          213800OZFKFM2N4R4F47

 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument:  Ordinary shares of 1 pence each

     Identification code:                                          ISIN:    GB00BMY2T534

 b)  Nature of the transaction:                                    Issue of Offer Shares

 c)  Price(s) and volume(s):

 Prices(s)  Volume(s)
                                                                    1.4 pence  500,000

 d)  Aggregated information:

 Prices(s)  Volume(s)
                                                                    1.4 pence  500,000

     Aggregated volume:

     Price:
 e)  Date of transaction:                                          14 August 2025

 f)  Place of transaction                                          London Stock Exchange, AIM

d)

Aggregated information:

 

Aggregated volume:

 

Price:

 

   Prices(s)  Volume(s)
   1.4 pence  500,000

e)

Date of transaction:

14 August 2025

 

f)

Place of transaction

London Stock Exchange, AIM

 

 

 

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