REG - Zinnwald Lithium PLC - Retail Offer via PrimaryBid.com

Zinnwald LithiumAnnouncement

13/12/2021 16:45

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RNS Number : 4895V  Zinnwald Lithium PLC  13 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

 

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

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021)

 

Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector: Mining

13 December 2021

Zinnwald Lithium plc ("Zinnwald Lithium" or the "Company")

Retail Offer via PrimaryBid.com (http://PrimaryBid.com)

 

Zinnwald Lithium plc, the German focused lithium development company, is
pleased to announce a retail offer for subscription via PrimaryBid  of new
ordinary shares of £0.01 each in the Company (the "Retail Shares") at a
price of 15.5 pence per share (the "Retail Offer").

As separately announced today, the Company is also conducting a
non-pre-emptive Placing of new ordinary shares ("the Placing Shares") in the
capital of the Company (the "Placing") by way of an accelerated book-building
process at a price of 15.5 pence per Placing Share (the "Placing Price"). As
part of the Placing, Henry Maxey, a 11.7% shareholder in the Company has
agreed to subscribe for up to 25,806,451 Placing Shares at the Placing Price,
representing a maximum commitment of £4.0 million.  Investor demand from the
Placing is expected to reduce Mr Maxey's subscription, subject to him
receiving a minimum subscription of £1.0 million.

The Company will use the net proceeds of the Retail Offer alongside those of
the Placing to advance its wholly owned Zinnwald Lithium Project in Germany
towards a value optimised bankable feasibility study for lithium hydroxide and
explore the potential to expand the size and scope of the Project.

Application will be made to the London Stock Exchange plc for the admission
of the Retail Shares and the Placing Shares to trading on AIM.

Settlement for the Retail Shares and Admission is expected to take place on
or around 8.00 a.m. on 20 December 2021. The Retail Offer will not be
completed without the Placing also being completed.  The Retail Offer is
conditional, among other things, on Admission becoming effective and the
Placing Agreement entered into by the Company not being terminated in
accordance with its terms prior to Admission.

The Retail Offer

Whilst the Placing has been structured as a non-pre-emptive offer, the Company
values its retail investor base and recognises the importance of pre-emption
rights in the UK listed company environment and is therefore pleased to
provide retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing. The Company will prioritise existing
shareholders in the Company when finalising the Retail Offer to the extent it
is able.

Members of the public may participate in the Retail Offer by applying
exclusively through the PrimaryBid mobile app available on the Apple App
Store and Google Play. PrimaryBid does not charge investors any commission
for this service.

The Retail Offer, via the PrimaryBid app, will be open to retail investors
with immediate effect following release of this Announcement. The Retail Offer
will close at 8pm on 13 December 2021. The Retail Offer may close early if it
is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company at
the Company's discretion, subject to conditions (which are available to view
on PrimaryBid.com).

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

No commission will be charged to investors on applications to participate in
the Retail Offer made through PrimaryBid. It is important to note that once an
application for the Retail Shares has been made and accepted via PrimaryBid,
that application is irrevocable and cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid on enquiries@primarybid.com.

The Retail Shares, if issued, will be free of all liens, charges and
encumbrances and will, if issued, be fully paid and will rank pari passu in
all respects with the Company's existing ordinary shares, including, without
limitation, the right to receive dividends and other distributions declared,
made or paid after the date of issue.

For further information contact:

 

 Anton du Plessis                                Zinnwald Lithium plc                         info@zinnwaldlithium.com
 David Hart/Liz Kirchner                         Allenby Capital Limited (Nominated Adviser)  +44 (0) 20 3328 5656
 Mike Seabrook / Robert Hayward/ Chris Crawford  Oberon Capital                               +44 (0) 20 3179 5344

                                                 (Broker to the Fundraising)                  +44 (0) 20 3179 5315
 Isabel de Salis / Oonagh Reidy                  St Brides Partners Ltd                       info@stbridespartners.co.uk

                                                 (Financial PR)

Notes

Zinnwald Lithium plc (EPIC: ZNWD.L) is an AIM quoted, German focused lithium
development company focussed on becoming an important supplier
to Europe's fast-growing battery sector. The Company owns the Zinnwald
Lithium Project in Germany, a late-stage development project with attractive
economics and approved mining licence.  A Feasibility Study, published
in June 2019, highlighted a €428m pre-tax NPV, a pre-tax IRR of 27.4% and
a 46% EBITDA margin for Zinnwald.  The project is located in the heart
of Europe's chemical and automotive industries and has the potential to be
one of Europe's most advanced battery grade lithium projects.

 

Details of the Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate in the Retail Offer. The Company is therefore making the Retail
Offer available through PrimaryBid.

It is a term of the Retail Offer that the total value of Retail Shares
available for subscription at the Placing Price does not exceed €8
million or equivalent. Accordingly, the Company is not required to publish
(and has not published) a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of the
Financial Services and Markets Act 2000. The Retail Offer is not being made
into any jurisdiction where it would be unlawful to do so. In particular, the
Retail Offer is being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and subscribing
for the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S ("Regulation S") under the U.S. Securities Act
of 1933, as amended (the "Securities Act"). Persons who are resident or
otherwise located in the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for Retail Shares.

There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for Retail Shares, is available to all persons who register with
PrimaryBid.

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 any investment in
the Company carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com (http://PrimaryBid.com)  before making a
decision to subscribe for Retail Shares. 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.

IMPORTANT NOTICES

This announcement (the Announcement) has been issued by and is the sole
responsibility of the Company.

No action has been taken by the Company, PrimaryBid or any of their
respective affiliates, or any person acting on its or their behalf that
would permit an offer of the Retail Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Retail Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published.  Persons needing advice
should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax
advice.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States of America, its territories and
possessions, any state of the United States or the district of Columbia
(collectively, the "United States"), Australia, Canada, Japan,
the Republic of South Africa, Singapore or any other jurisdiction in which
such publication, release or distribution would be unlawful.  Further, this
Announcement is for information purposes only and is not an offer of
securities in any jurisdiction. This Announcement has not been approved by
the London Stock Exchange, nor is it intended that it will be so approved.

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and
shall not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, Japan, the Republic of South
Africa, Singapore or any other jurisdiction in which the same would be
unlawful. Any failure to comply with this restriction may constitute a
violation of the securities laws of such jurisdictions. No public offering of
the Retail Shares is being made in any such jurisdiction.

The Retail Shares have not been and will not be registered under the
Securities Act, or under the securities laws of any State or other
jurisdiction of the United States, and may not be offered, sold or
resold, directly or indirectly, in or into the United States 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 any other jurisdiction of the
United States.  The Retail Shares are being offered and sold only
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S. All potential subscribers to the Retail
Shares (the "Subscribers") and all prospective beneficial owners of the Retail
Shares must, now and at the time the Retail Shares are subscribed for, be
outside the United States and subscribing for the Retail Shares
in an "offshore transaction" as defined in, and in accordance with,
Regulation S.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking
statements.  Without limitation, any statements preceded or followed by or
that include the words ''targets'', ''plans'', ''believes'', ''expects'',
''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'',
''may'', "would", "could" or "should", or words or terms of similar substance
or the negative thereof, are forward-looking statements.  Forward-looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; and (ii) business and management strategies and the expansion and
growth of the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected results and
are based on certain key assumptions.  Many factors could cause actual
results, performance or achievements to differ materially from those projected
or implied in any forward-looking statements.  The important factors that
could cause the Company's actual results, performance or achievements to
differ materially from those in the forward-looking statements include, among
others, the macroeconomic and other impacts of the COVID-19 pandemic,
economic and business cycles, geopolitical developments, the terms and
conditions of the Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's principal
industry.  Due to such uncertainties and risks, you are cautioned not to
place undue reliance on such forward-looking statements, which speak only as
of the date hereof. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement.  The Company, its Directors,
their respective affiliates and any person acting on their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the Market Abuse Regulation, the rules of the London Stock Exchange or
the FCA.

This Announcement does not constitute a recommendation concerning any
Subscriber's investment decision with respect to the Retail Offer. The price
of shares and any income expected from them may go down as well as up and
Subscribers may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each Subscriber or prospective Subscriber should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

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 London Stock
Exchange.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser.

The Company has taken all reasonable care to ensure that the facts stated in
this Announcement are true and accurate in all material respects, and that
there are no other facts the omission of which would make misleading any
statement in the document, whether of facts or of opinion. The Company accepts
responsibility accordingly.

It should be remembered that the price of securities and the income from them
can go down as well as up.

 

 

END

 

 

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