REG - Peel Hunt LLP Serabi Gold PLC - Proposed placing in Serabi Gold plc

Serabi GoldAnnouncement

22/04/2025 16:45

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RNS Number : 7311F  Peel Hunt LLP  22 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

22 April 2025

Proposed Placing of approximately 15.7 million ordinary shares in Serabi Gold
plc

Greenstone Resources II LP ("Greenstone") and Fratelli Investments Limited
("Fratelli") (the "Sellers") announce their intention to sell up to 15,689,395
ordinary shares in aggregate (the "Placing Shares") in the capital of Serabi
Gold plc ("Serabi") to eligible institutional investors (the "Placing").

The Placing Shares will comprise Greenstone's entire holding of 3,936,492
ordinary shares and 11,752,903 ordinary shares currently held by Fratelli,
corresponding in aggregate to approximately 20.7 per cent. of Serabi's entire
issued share capital. It is expected that following the Placing, Fratelli will
retain a holding of 7,565,882 ordinary shares, representing 10.0 per cent. of
Serabi's entire issued share capital.

The price per Placing Share will be determined by way of an accelerated
bookbuilding process to eligible institutional investors. The bookbuilding
period will commence with immediate effect following this announcement and may
close at any time on short notice. The results of the Placing will be
announced as soon as practicable after the closing of the bookbuilding
process.

In the context of the Placing, any of the ordinary shares in Serabi held by
the Sellers which are not sold in the Placing will be subject to a 60-day
lock-up undertaking (subject to certain customary exceptions).

Peel Hunt LLP ("Peel Hunt") and Tamesis Partners LLP ("Tamesis") have been
appointed by the Sellers as Joint Bookrunners in connection with the Placing.

Serabi is not a party to the Placing and will not receive any proceeds from
the Placing.

ENQUIRIES

Peel Hunt LLP (Joint Bookrunner)

Ross Allister / Georgia
Langoulant

Sohail Akbar / Ambika Bose

+44 (0) 20 7418 8900

 

Tamesis Partners LLP (Joint Bookrunner)

Charlie Bendon / Richard Greenfield

+44 (0)20 3882 2868

 

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
this 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. No action has been taken that would permit an offering of
the Placing Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Japan or any other jurisdiction. The Placing Shares have not
been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration under or an
exemption from, or transaction not subject to, the registration requirements
of, the Securities Act. No public offering of securities is being made in the
United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated (all such
persons together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it. For these purposes, the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.

Investors resident in Australia must be (i) either a "sophisticated investor"
within the meaning of Section 708(8) of the Corporations Act 2001 of the
Commonwealth of Australia (the "Corporations Act") or a "professional
investor" within the meaning of Section 9 and Section 708(11) of the
Corporations Act; and (ii) a "wholesale client" for the purposes of Section
761G(7) of the Corporations Act (and related regulations).

Investors resident in Singapore must be institutional investors under Section
274 of the Securities and Futures Act (Cap. 289) of Singapore.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to Serabi
and Serabi's shares. Such information has not been independently verified. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness.

By participating in the Placing, each purchaser of Placing Shares shall be
deemed to acknowledge and confirm that: (i) it will purchase the Placing
Shares as principal and was not created or used solely to purchase or hold the
Placing Shares in reliance on an exemption from the prospectus requirements of
applicable Canadian securities laws; (ii) the Placing Shares are not being
qualified pursuant to a prospectus filed under applicable Canadian securities
laws and are not freely tradeable in any province or territory of Canada until
the day that is four (4) months and 1 day after the settlement date; (iii)
 the Placing Shares are subject to the legend and restriction on resale set
forth below until the day that is four (4) months and a one day after the
settlement date: "UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE 3
SEPTEMBER 2025"; (iv) it will not, during the period ending on the date that
is four (4) months plus one (1) day after the settlement date, sell or
otherwise effect a trade of any of the Placing Shares to any person resident
in Canada or any person acquiring such Placing Shares for the benefit of
another person resident in Canada, other than in a transaction made in
compliance with the prospectus and registration requirements of applicable
Canadian securities laws or which otherwise is made in reliance on any
available exemptions therefrom; and (v) the aggregate purchase price of the
Placing Shares is at least C$150,000.

In connection with the Placing, Peel Hunt, Tamesis, or any of their respective
affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for its own
account such Placing Shares and other securities of Serabi or related
investments in connection with the Placing or otherwise. Accordingly,
references to the Placing Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by Peel Hunt, Tamesis and
any of their affiliates acting as an investors for their own account. Peel
Hunt and Tamesis do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Serabi or its shares.

Peel Hunt and Tamesis are authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Peel Hunt and Tamesis are acting for the
Sellers only in connection with the Placing and no one else, and will not be
responsible to anyone other than the Sellers for providing the protections
offered to clients nor for providing advice in relation to the Placing Shares
or the Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

 

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