REG - Scotgold Resources - Retail Offer

Scotgold ResourcesAnnouncement

09/02/2023 17:00

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RNS Number : 5015P  Scotgold Resources Ltd  09 February 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
SCOTGOLD RESOURCES LIMITED).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. 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 SCOTGOLD RESOURCES LIMITED.

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Scotgold Resources Limited or other
evaluation of any securities of Scotgold Resources Limited or any other entity
and should not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").  In addition, market soundings (as defined in UK MAR) were
taken in respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside information,
as permitted by UK MAR.  Upon the publication of this Announcement, this
inside information is now considered to be in the public domain and such
persons shall therefore cease to be in possession of inside information.

 

Scotgold Resources Limited

("Scotgold" or the "Company")

Retail Offer

 

 

Scotgold Resources Limited ("Scotgold" or the "Company") (AIM: SGZ) is pleased
to announce a retail offer via BookBuild (the "Retail Offer") of ordinary
shares of no par value each ("Ordinary Shares") in the capital of the Company
(the "Retail Shares") up to the value of £500,000 (c.US$609,000) at an issue
price of 40 pence per Retail Share (the "Issue Price").

 

In addition to the Retail Offer, the Company has also announced a placing of
new Ordinary Shares (the "Placing Shares") through an accelerated bookbuild
process (the "Placing") and subscriptions (the "Subscriptions") for new
Ordinary Shares (the "Subscription Shares" and, together with the Placing
Shares and Retail Shares, the "Capital Raising Shares") both at the Issue
Price.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds. The proceeds of the
Retail Offer will be utilised in the same way as the proceeds of the Placing
and Subscriptions. For the avoidance of doubt, the Retail Offer is not part of
the Placing or Subscriptions.

 

The Retail Offer is conditional on the Capital Raising Shares being admitted
to trading on the AIM market operated by the London Stock Exchange
("Admission"). Admission of the Capital Raising Shares is expected to take
place at 8.00 a.m. on 17 February 2023. Completion of the Retail Offer is
conditional, inter alia, upon the completion of the Placing but completion of
the Placing is not conditional on the completion of the Retail Offer.

 

 

Expected Timetable in relation to the Retail Offer

 

 Retail Offer opens                                                           07:00 on 13 February 2023
 Latest time and date for commitments under the Retail Offer                  17:30 on 15 February 2023
 Results of the Retail Offer announced                                        16 February 2023
 Admission and dealings in new Ordinary Shares issued pursuant to the Retail  17 February 2023
 Offer commence

 

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

 

Dealing Codes

 

 Ticker                         SGZ
 ISIN for the Ordinary Shares   AU000XINEAK5
 SEDOL for the Ordinary Shares  BF7TTV8

 

Retail Offer

 

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO in 2010. Given the support
of retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer.

 

The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:.
https://www.bookbuild.live/deals/GLQ897/authorised-intermediaries
(https://www.bookbuild.live/deals/GLQ897/authorised-intermediaries) .

 

Shore Capital Stockbrokers Limited ("Shore Capital") will be acting as retail
offer coordinator in relation to this Retail Offer (the "Retail Offer
Coordinator").

 

Existing retail shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

 

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

 

The Retail Offer will be open to eligible investors in the United Kingdom at
07:00 on 13 February 2023. The Retail Offer is expected to close at 17:30 on
15 February 2023. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

 

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact Bookbuild at
support@bookbuild.live (mailto:support@bookbuild.live) .

 

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are shareholders in the Company.  To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Shares : (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom; and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

 

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

 

It is vital to note that once an application for Retail Shares has been made
and accepted via an intermediary, it cannot be withdrawn.

 

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

 

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"). It is a term of the Retail Offer that the aggregate total
consideration payable for the Retail Shares will not exceed £500,000 (or the
equivalent in euros).  The exemption from the requirement to publish a
prospectus, set out in section 86(1)(e) of the Financial Services and Markets
Act 2000, will apply to the Retail Offer.

 

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (the
"FCA") (or any other authority) in relation to the Retail 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 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 and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms
part of United Kingdom law by virtue of the European Union (Withdrawal) Act
2018 (as amended).

 

There is a minimum subscription of £100 per investor under the terms of the
Retail Offer which is open to investors in the United Kingdom subscribing via
the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/GLQ897/authorised-intermediaries

There is no maximum application amount to apply in the Retail Offer except
that the aggregate total consideration for the Retail Offer shall not exceed
£500,000. The terms and conditions on which investors subscribe will be
provided by the relevant financial intermediaries including relevant
commission or fee charges.

 

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 Retail 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
Retail Shares if they are in any doubt.

 

For further information, please contact:

 

 Scotgold Resources Limited                                            Via Celicourt Communications

 Phil Day, Chief Executive Officer

 Shore Capital Stockbrokers Limited (NOMAD, Broker, Joint Bookrunner)  +44 207 408 4050

 Toby Gibbs / John More / Tom Knibbs

 Celicourt Communications (Financial PR)                               +44 774 8843 871

 Felicity Winkles

 

 

Further information on the Company can be found on its website at:
www.scotgoldresources.com (http://www.scotgoldresources.com)

 

The Company's LEI is 213800HL5A2K7LW2G360.

 

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.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

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 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
Shares is being made in the United States. The Retail 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 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.

 

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Shore Capital is acting exclusively for the
Company and no one else in connection with the Retail Offer, and Shore Capital
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. The
Company and Shore Capital 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 or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Shore Capital or any of their
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. Shore Capital and their 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.

 

Any indication in this announcement of the price at which the Ordinary Shares
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 Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the AIM market of 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 Shares have
been subject to a product approval process, which has determined that the
Retail 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 "UK Target Market Assessment").

 

 

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 Shares have
been subject to a product approval process, which has determined that the
Retail 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" and together with the UK Target Market
Assessment, the "Target Market Assessments")).

 

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Retail Shares may decline and investors could lose all or
part of their investment; the Retail Shares offer no guaranteed income and no
capital protection; and an investment in the Retail 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 Assessments are 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 Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or 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
Retail Shares.

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

 

 

 

 

 

 

 

 

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