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Sector
Basic Materials
Size
Micro Cap
Market Cap £n/a
Enterprise Value £n/a
Revenue £490k
Position in Universe th / 1827

ZincOx Resources PLC - Open Offer

Thu 23rd July, 2015 7:00am
RNS Number : 8310T
ZincOx Resources PLC
23 July 2015

23 July 2015

Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia.

ZincOx Resources plc

("ZincOx" or the "Company")

Proposed Open Offer

to raise up to approximately 1.1 million

On 16 July 2015, the Company announced that it had raised approximately 2.1 million (before expenses) through a placing of 16,116,563 Ordinary Shares at a price of 13 pence per share and proposals to raise up to approximately a further 1.1 million by way of an Open Offer (the "PlacingAnnouncement").

The Company is today posting a circular to all Qualifying Shareholders setting out details of the proposed Open Offer to raise up to 1.1 million through the issuance of up to 8,686,778 shares in the Company (the "Circular").

As the Placing was carried out at a discount of approximately 1.9 per cent. to the closing mid-market price of an existing Ordinary Share of 13.25 pence on 15 July 2015, subject to the terms and conditions of the Open Offer, the Company is enabling Qualifying Shareholders to participate in the Open Offer at the same price as investors under the Placing on the basis of 1 Open Offer Share for every 21 existing Ordinary Shares registered in their name at the Record Date, being 5:00 p.m. on 21 July 2015.

The Circular also contains a Notice of General Meeting to be held at 12:30 p.m. on Monday 17 August 2015 at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS, at which the Resolutions will be put to Shareholders seeking customary authority to allot shares. The Open Offer is being made utilising the existing authorities taken by the Company at its last AGM and is not dependent on the approval of Shareholders at the General Meeting. An Application Form for use by Qualifying Ordinary Shareholders in connection with the Open Offer and a Form of Proxy for use in connection with the General Meeting will accompany the Circular.

Instructions on how to participate in the Open Offer are set out in the Circular and, where applicable, in the Application Form. Qualifying Shareholders may apply for more or less Open Offer Shares than they are entitled to under the Open Offer and applications in excess of the Open Offer entitlements will be dealt with through the Excess Application Facility, details of which are set out in the Circular.

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. The Open Offer Shares are expected to commence trading at 8:00 a.m. on 18 August 2015 and will rank pari passu in all respects with the existing Ordinary Shares.

The proceeds of the Open Offer, assuming full subscription, will be used to progress work on the next EAFD recycling project in Thailand.

Capitalised terms and expressions used in this announcement are defined in the Circular, unless stated otherwise.

A copy of the Circular is available on the Company's website at:

http://www.zincox.com/corporate/aim-rule-26.asp

Open Offer Statistics

Number of existing Ordinary Shares in issue as at the date of this announcement 182,422,341

(including the Placing Shares)

Issue Price 13 pence

Basis of Open Offer 1 Open Offer Share for every 21 existing

Ordinary Shares

Maximum number of Open Offer Shares 8,686,778

Enlarged Issued Share Capital following completion of the Open Offer(1) 191,109,119

Open Offer Shares as a percentage of the Enlarged Issued Share Capital(1) 4.6%

Maximum gross proceeds of the Open Offer receivable by the Company(2) 1,129,281

Estimated net proceeds of the Open Offer(2) 1,074,000

(1) Assuming full subscription under the Open Offer and no exercise of any options or warrants prior to Admission.

(2) Assuming full subscription under the Open Offer.

Expected Timetable of Principal Events

The dates and times set out below are based on the Company's current expectations and may be subject to change. References in this announcement to times are to London times in 2015, unless otherwise stated.

Record Date for entitlement under the Open Offer

5:00 p.m. on 21 July

Announcement of the Open Offer

7:00 a.m. on 23 July

Ex-entitlement date for the Open Offer

8.00 a.m. on 23 July

Publication of the Circular, the Application Form and the Form of Proxy

23 July

Open Offer Entitlements credited to stock accounts of Qualifying CREST Holders into CREST

24 July

Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST

4:30 p.m. on 7 August

Recommended latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST

3:00 p.m. on 10 August

Recommended latest time and date for splitting of Application Forms

3:00 p.m. on 11 August

Latest time and date for receipt of Forms of Proxy

12:30 p.m. on 13 August

Latest time and date for receipt of applications by Qualifying Ordinary Shareholders and Qualifying CREST Holders under the Open Offer

11:00 a.m. on 13 August

Announcement of the Results of the Open Offer

14 August

General Meeting

12:30 p.m. on 17 August

Admission and commencement of dealings in the Open Offer Shares

8:00 a.m. on 18 August

Expected date for crediting of the Open Offer Shares issued to CREST stock accounts in uncertificated form

18 August

Expected date for despatch of definitive share certificates (where applicable)

by 25 August

For further information, please visit www.zincox.com or contact:

ZincOx Resources plc

Tel: +44 (0) 127 645 0100

Andrew Woollett, Chief Executive Officer

Peel Hunt LLP (Nominated Adviser and Broker)

Tel: +44 (0) 207 418 8900

Daniel Harris

Euan Brown

Tavistock Communications (Financial PR)

Tel: +44 (0) 207 920 3150

Jessica Fontaine

Simon Hudson

A reference to "" is to pounds sterling, the lawful currency of the UK.

A reference to "United States Dollars" or "US$" is to United States dollars, the lawful currency of the United States of America.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as nominated adviser and broker and no one else (including the recipients of this Announcement) in connection with the Placing described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt LLP or for advising any other person in connection with the matters described in this Announcement. Peel Hunt LLP makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this Announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this Announcement, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any of the other matters described in this Announcement and, accordingly, to the fullest extent permitted by law disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this Announcement or any other statement.

Important information

The distribution of this Announcement outside the UK may be restricted by law. Persons outside the UK who come into possession of this Announcement should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe or buy, the Placing Shares to any person in any Restricted Jurisdiction. In particular, this Announcement is not for distribution in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia. Accordingly, the Placing Shares may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, Canada, Australia, the Republic of South Africa, Japan, New Zealand or Russia and they may not be offered or sold directly or indirectly within those Restricted Jurisdictions or to or for the account or benefit of any national, citizen or resident of such jurisdictions.

This Announcement is being distributed in the United Kingdom only and is directed at persons who are (i) investment professionalswithin the meaning of paragraph (5) of Article 19 or high net worth companies or unincorporated associationswithin the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of theFinancial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UK Listing Authority have examined or approved the contents of this Announcement. The AIM Rules are less demanding than those of the Official List of the UK Listing Authority.

The total consideration under the Open Offer shall be less than 5,000,000 (or an equivalent amount) in aggregate. Therefore, in accordancewith section 85 and Schedule 11A of the Financial Services and Markets Act 2000, a prospectus is not required to be produced in connection with the Open Offer for the purposes of the ProspectusRules published by the Financial Conduct Authority.

The directors of the Company accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors (who have taken reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward-looking statements

Certain statements contained in this Announcement are or may constitute "forward-looking statements". These statements may be identified by words such as "expects", "looks forward to", "anticipates", "targets", "aims", "may", "would", "could", "intends", "plans", "believes", "seeks", "estimates", "will", "project" or words of similar meaning. They include all matters that are not historical facts. Such statements are based on the current expectations and certain assumptions of the Directors, and are, therefore, subject to certain risks and uncertainties. Forward-looking statements are not guarantees of future performance and a number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements in this Announcement speak only as of the date of this Announcement. Except as required by law, the Company disclaims any obligation to update any such forward-looking statements to reflect future events or developments.


This information is provided by RNS
The company news service from the London Stock Exchange
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