REG - Yellow Cake PLC - Results of Placing

Yellow CakeAnnouncement

28/09/2023 07:15

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RNS Number : 9749N  Yellow Cake PLC  28 September 2023

THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG,
SINGAPORE, THE CAYMAN ISLANDS, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

28 September 2023

Yellow Cake plc

Results of Placing

Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"), founded and
established by Bacchus Capital Advisers ("Bacchus") to be a specialist company
operating in the uranium sector with a view to holding physical uranium for
the long-term, is pleased to announce that 18,700,000 new Ordinary Shares (the
"Placing Shares") have been placed with existing and new institutional
investors at a fixed price of £5.50 per share (the "Placing Price") via an
accelerated bookbuild (the "Placing").

The Placing was conducted using the Company's existing share authorities. The
Placing comprises 18,700,000 new Ordinary Shares, which will raise gross
proceeds of approximately £103 million (approximately US$125 million). The
Placing Shares being issued represent approximately 9.4% of the existing
issued ordinary share capital (excluding treasury shares) of the Company prior
to the Placing.

Andre Liebenberg, Chief Executive Office of Yellow Cake, commented:

"We are delighted with the strong response from both existing and new
investors, highlighting the growing interest in, and understanding of, both
uranium and the Yellow Cake investment case. This has once again resulted in
an oversubscribed book. The recent positive momentum in the uranium price is
indicative of the themes we have consistently set out, with supply demand
fundamentals and a wider acceptance of the critical role nuclear energy will
play in supporting our net zero ambitions both acting as long-term drivers.
Looking ahead, we remain confident that spot and term prices will need to
increase further to reach an incentive price which supports the construction
of the new greenfield mines that are needed to meet mid and long-term uranium
demand expectations."

Placing:

Application has been made for the Placing Shares to be admitted to trading on
the AIM market of London Stock Exchange plc ("AIM") ("Admission"). It is
expected that Admission will become effective at commencement of trading on 2
October 2023 and settlement is expected to take place on the same date on a
T+2 basis.

The Placing is conditional upon, inter alia, Admission becoming effective and
the Placing Agreement not being terminated in accordance with its terms.

Following Admission of all of the Placing Shares: (a) the total number of
shares of the Company in issue will be 221,440,730 of which 4,584,283 are held
in treasury; and (b) the total number of voting shares in the Company will be
216,856,447.

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Announcement released by the Company at 18.17
(London time) on 27 September 2023.

Cantor Fitzgerald Canada Corporation ("Cantor"), Canaccord Genuity Limited
("Canaccord") and Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), acted as Joint Bookrunners (Cantor, Canaccord and Berenberg,
together being the "Joint Bookrunners"). Bacchus acted as Financial Adviser.

 

ENQUIRIES:

 Yellow Cake plc
 Andre Liebenberg, CEO                          Carole Whittall, CFO
 Tel: +44 (0) 153 488 5200
 Joint Bookrunner: Cantor
 Graham Moylan                                  James Mazur
 Tel: +001 416 350 3671
 Joint Bookrunner and NOMAD: Canaccord Genuity
 Henry Fitzgerald-O'Connor                      James Asensio
 Tel: +44 (0) 207 523 8000
 Joint Bookrunner: Berenberg
 Matthew Armitt                                 Jennifer Lee
 Tel.: +44 (0) 203 207 7800
 Financial Adviser: Bacchus
 Peter Bacchus                                  Shea O'Callaghan
 Tel: +44 (0) 203 848 1640
 Media & Investors: Powerscourt
 Peter Ogden
 Tel: +44 (0) 779 3 85 8211

 

Yellow Cake plc's registered office is located at: 3rd Floor, Gaspé House,
66-72 The Esplanade, St Helier, Jersey JE1 2LH.

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No 596/2014 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended. By the publication of this Announcement via
a Regulatory Information Service, this inside information is now considered to
be in the public domain. The person responsible for arranging for the release
of this Announcement on behalf of the Company is Andre Liebenberg.

IMPORTANT NOTICES

This Announcement (the "Announcement") and the information in it is restricted
and is not for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of America its
territories and possessions, any state of the united states or the District of
Columbia (collectively, the "United States"), Canada, Australia, Hong Kong,
Singapore, the Cayman Islands, South Africa or Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (each a "Restricted Territory"). This
announcement does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire for placing shares in any Restricted Territory.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdictions. Subject to certain exemptions, the
securities referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national resident or
citizen of any Restricted Territory. This Announcement has not been approved
by the London Stock Exchange, nor is it intended that it will be so approved.

In particular the securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities Act"), or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in the
United States absent registration under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The
securities referred to herein are being offered and sold only: (i) to non-U.S.
persons outside the United States in "offshore transactions" pursuant to
Regulation S of the Securities Act and (ii) inside the United States to
"qualified institutional buyers" as defined in Rule 144A under the Securities
Act who have duly executed a U.S. investor letter in the form provided to it
and delivered the same to the Company, Joint Bookrunners or their affiliates.

The offer and sale of the Placing Shares referred to herein has not been and
will not be registered under the applicable securities laws of any Restricted
Territory.

No public offering of the shares referred to in this Announcement is being
made in the United States, the United Kingdom, any Restricted Territory or
elsewhere.

The securities referred to herein have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the
securities referred to herein or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.

The Company has not been, and will not be, registered under the U.S.
Investment Company Act of 1940 and investors will not be entitled to the
benefits of that Act. All offers of Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under the Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") in
relevant member states of the European Economic Area ("EEA") and under the
Prospectus Regulation, as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 ("FSMA") does not apply. Members of the public are not eligible to take
part in the Placing.

This Announcement and the information contained herein are for information
purposes only and are directed only at: (a) persons in Member States of the
EEA who are qualified investors within the meaning of article 2(e) of the
Prospectus Regulation; (b) in the United Kingdom, "qualified investors" within
the meaning of article 2(e) of the UK Prospectus Regulation who (i) are
"Investment Professionals" specified in article 19(5) of the Financial
Services and Markets Act (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) fall within article 49(2)(a) to (d) of the Order (and only
where the conditions contained in those articles have been, or will at the
relevant time be, satisfied); (c) persons that are residents of Canada or
otherwise subject to the securities laws of Canada which are ''permitted
clients'' as defined in National Instrument 31 - 103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations; (d) in Australia,
are sophisticated investors or professional investors as those terms are
defined in sub- sections 708(8) and 708(11) of the Corporations Act; (e) in
Hong Kong, are professional investors as defined in the Securities and Futures
Ordinance (Cap 571) of Hong Kong and any rules made under that Ordinance; (f)
in Singapore, are institutional investors as such term is defined in section
4A of the Securities and Futures Act 2001 of Singapore; or (g) are persons to
whom it may otherwise be lawfully communicated (all such persons together
being referred to as "Relevant Persons"). This Announcement does not itself
constitute an offer for sale or to acquire any securities in the Company. This
Announcement must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons. Each Placee should consult with its own advisers as to
legal, tax, business and related aspects of an investment in Placing Shares.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK 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 Product Governance Requirements) may otherwise have
with respect thereto, the Shares have been subject to a product approval
process, which has determined that the Placing 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 defined in paragraph
3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to professional
clients and eligible counterparties (the "Target Market Assessment").

Notwithstanding the Target Market Assessment for the Placing Shares,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
offering of the Placing Shares. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the UK
Product Governance Requirements; 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 Placing Shares.

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

No representation or warranty, express or implied, is made or given by or on
behalf of the Company, the Joint Bookrunners, the Company's nominated adviser,
or any of their respective affiliates (within the meaning of Rule 405 under
the Securities Act) ("Affiliates") or any of such persons' directors,
partners, officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained in this
Announcement and no liability whatsoever is accepted by the Company, the Joint
Bookrunners or any of such persons' Affiliates, partners, directors, officers
or employees or any other person for any loss howsoever arising, directly or
indirectly, from any use of such information or opinions or otherwise arising
in connection therewith.

Canaccord is authorised and regulated by the Financial Conduct Authority
("FCA"). Cantor is authorised and regulated by the Financial Industry
Regulatory Authority ("FINRA"). Berenberg is authorised and regulated by the
German Federal Financial Supervisory Authority and in the United Kingdom is
authorised and regulated by the FCA. Each of the Joint Bookrunners is acting
exclusively for the Company and no one else in connection with the Placing and
they will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients nor for providing advice
in relation to the Placing and/or any other matter referred to in this
Announcement.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners (apart from the responsibilities or
liabilities that may be imposed by the FSMA or the regulatory regime
established thereunder) or by any of their respective affiliates or agents or
by any of their respective directors, partners, officers, employees, advisers,
representatives or shareholders (collectively, "Representatives") for the
contents of the information contained in this Announcement, or any other
written or oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or purported to
be made by or on behalf of the Joint Bookrunners or any of their respective
affiliates or by any of their respective Representatives in connection with
the Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed. Each of the Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the Joint
Bookrunners or any of their respective affiliates as to the accuracy,
fairness, verification, completeness or sufficiency of the information
contained in this Announcement and nothing in this Announcement is, or shall
be relied upon as, a promise or representation in this respect, whether as to
the past or future. This Announcement does not identify or suggest, or purport
to identify or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by the Joint
Bookrunners. Shares will not be admitted on any stock exchanged other than
AIM.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. Persons distributing any
part of this Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this Announcement comes are
required by the Joint Bookrunners and the Company to inform themselves about,
and observe, any such restrictions.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement contains "forward-looking statements". Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. Statements contained in
this Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.

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