Wrap Text
Results of Placing and Subscription
Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code:KP2
ISIN: GB00BYP2QJ94
(“Kore Potash” or the “Company”)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU
REGULATION 596/2014 AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 2012.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR
INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE OBLIGATIONS
UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE
AND THE AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
Results of Placing and Subscription
Kore Potash plc, the potash exploration and development company whose flagship asset is the 97%-owned
Sintoukola Potash Project ("Kola" or the "Kola Project"), located within the Republic of Congo ("RoC"), is
pleased to announce the successful completion of the Placing and Subscription (the “Fundraise”) of
approximately US$13 million, as announced on 13 June 2019.
Canaccord Genuity Limited (“Canaccord”) and Shore Capital Stockbrokers (“Shore Capital”) have acted as
joint bookrunners to the Company in the Fundraise.
Highlights
- The Company has raised, in aggregate, approximately US$13 million at a price of 1.6p per new
Ordinary Share (the “Placing Price”).
- 381,098,890 new Ordinary Shares have been placed with new and existing institutional investors at
the Placing Price (the “Placing Shares”). In addition, certain new and existing shareholders have
subscribed directly with the Company for a total of 265,815,364 new Ordinary Shares at the Placing
Price (the “Subscription Shares”). A total of 646,914,254 new Ordinary Shares will therefore be
issued pursuant to the Fundraise representing 43 per cent. of the Enlarged Share Capital.
- Completion of the Fundraise is subject to, inter alia, Shareholder approval of certain resolutions to
authorise the issue of new Ordinary Shares which will be sought at a general meeting of the
Company, details of which can be found below.
Capitalised terms used in this announcement have the meanings given to them in the announcement made yesterday
regarding the Fundraising (the "Fundraising Announcement"), unless the context provides otherwise.
Circular and notice of general meeting
A circular containing further details of the Fundraise and notice of a general meeting of the Company to,
inter alia, pass the resolutions required to enable the Company to implement the Fundraise, is expected to
be published and despatched to Shareholders as soon as practicable. Following its publication, the circular
will be available on the Company’s website at www.korepotash.com. Shareholder approval will be sought,
amongst other reasons, under ASX Listing Rules 7.1 and 10.11, as applicable.
Normal trading in the Company’s securities on the ASX is expected to resume on 17 June 2019.
Substantial shareholders & related party transactions
On completion of the Placing and the Subscription, the following are expected to be the shareholdings of
the Company’s existing significant shareholders:
Total Number of Percentage of enlarged
Ordinary Shares upon share capital upon
Number of existing Number of new completion of the completion of the
Shareholder Ordinary Shares Ordinary Shares Fundraise Fundraise
Princess Aurora 163,735,000 140,488,209 304,223,209 20.2%
Company Pte Ltd
(“SGRF”)
Sociedad Quimica y 150,789,000 146,107,737* 296,896,737 19.7%
Minera (“SQM”)
Harlequin Investments 103,500,000 - 103,500,000 6.9%
Ltd
Dingyi Group 75,783,010 123,235,271 199,018,281 13.2%
Investments
* SQM’s participation includes 19,421,879 new Ordinary Shares issued to them in lieu of a payable outstanding from the Company of
US$364,000 under the previously disclosed Technical Services agreement.
In addition, David Hathorn and Bradley Sampson, both directors of the Company, have participated in the
Fundraise with their expected respective shareholdings on completion of the Fundraise outlined below:
Total Number of Percentage of enlarged
Ordinary Shares upon share capital upon
Number of existing Number of new completion of the completion of the
Director Ordinary Shares Ordinary Shares Fundraise Fundraise
David Hathorn* 23,186,355 19,717,643 42,903,998 2.8%
Bradley Sampson - 2,464,705 2,464,705 0.2%
*Mr Hathorn has participated in the Fundraise through a trust of which he is a beneficiary.
By virtue of being substantial shareholders in the Company, together with the number of new Ordinary
Shares acquired, SQM and SGRF, are deemed to be related parties for the purposes of AIM Rule 13. In
addition, David Hathorn and Bradley Sampson, as directors of the Company and participants in the
Fundraise, are also deemed to be related parties for the purposes of AIM Rule 13.
The independent directors of the Company, being Jonathan Trollip, David Netherway and Leonard Math,
having consulted with the Company’s nominated adviser, Canaccord Genuity, consider that the terms of
the aforementioned related party transactions are fair and reasonable insofar as Shareholders are
concerned.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of Shore Capital as joint broker alongside its
existing nominated adviser and broker Canaccord Genuity.
Brad Sampson, CEO of Kore Potash, commented:
“We are very pleased with the results of the Fundraising and delighted by the level of support we have
received from both new and existing shareholders.
“The Sintoukola basin has the potential to become one of the world’s preeminent potash production hubs,
due to the large scale and high grade of the deposits, and their close proximity to surface and the coast.
“Within the Republic of Congo, Sintoukola is ideally placed to supply potash to the African and South
American agricultural markets that will need increased fertiliser use to meet the world’s rising food needs in
the coming decades, as the yield requirements for arable land rise.
“This fundraise will allow Kore to rapidly progress the pre-feasibility study of the Dougou Extension project
and optimise the Kola project, preserving optionality for the Company in its asset development schedule,
and so help make the Company a producer as soon as possible for the benefit of all shareholders, local
communities and in-country stakeholders.”
14 June 2019
JSE Sponsor: Rencap Securities (Pty) Limited
Enquiries:
Kore Potash Tel: +27 11 469 9140
Brad Sampson – CEO
Canaccord Genuity – Nomad and Joint Broker Tel: +44 (0) 20 7523 4600
Henry Fitzgerald-O’Connor
James Asensio
Sam Lucas (ECM)
Shore Capital – Joint Broker
Tel: +44 (0) 20 7408 4050
Jerry Keen
Toby Gibbs
Mark Percy
Tavistock – Financial PR & IR
Tel: +44 (0) 20 7920 3150
Jos Simson
+44 (0) 77 8855 4035
Edward Lee
Emily Fenton
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains inside information for the purposes of the Market
Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article
17 of MAR. The person who arranged for the release of this announcement on behalf of Kore Potash plc was Brad
Sampson, Chief Executive Officer.
Important Notices
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe
for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, Canaccord or Shore Capital that would permit an offering of such
shares or possession or distribution of this announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Canaccord and Shore Capital to inform themselves about, and to
observe such restrictions.
This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to
subscribe for or buy any shares or other securities of the Company to any person in Australia. This announcement is
not, and does not purport to be a document containing disclosures to investors for the purposes of Part 6D.2 of the
Australian Corporations Act 2001 (Cth) and will not be filed with and has not been reviewed or approved by the
Australian Securities and Investments Commission.
This announcement contains no "offer to the public" and does not constitute a "registered prospectus" as such
expressions are defined in Chapter 4 of the South African Companies Act, 2008. This announcement does not
constitute a pre-listing statement prepared in accordance with the Johannesburg Stock Exchange Listings
Requirements.
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
Canaccord, Shore Capital, nor any of their respective affiliates or agents (or any of their respective directors, officers,
employees or advisers) for the contents of 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 any of Canaccord, Shore Capital or any of their respective affiliates in connection with the
Company or the Proposed Fundraise and any responsibility therefor is expressly disclaimed. 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 any of Canaccord, Shore Capital, or any of their respective affiliates, agents, directors, officers or
employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
Forward-looking statements
Certain statements, beliefs and opinions in this announcement are forward-looking, which reflect the Company's or,
as appropriate, the Company's directors' current expectations and projections about future events. By their nature,
forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results
or events to differ materially from those expressed or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events
described herein. Forward-looking statements contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will continue in the future. Except as required by
applicable law or regulation, the Company does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. You should not place undue reliance
on forward-looking statements, which speak only as of the date of this document.
Target Market Assessment
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended from time to time ("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 Placing Shares have been subject to a product approval process, which has
determined that they each 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Placing Shares may
decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) 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 Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Canaccord and Shore Capital 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 MiFID II; 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.
Further notices
Canaccord is regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one
else in connection with the matters referred to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the customers of Canaccord or for providing advice in
relation to the matters described in this announcement.
Shore Capital is regulated by the FCA, is acting exclusively for the Company and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone other than the Company for providing
the protections afforded to the customers of Shore Capital or for providing advice in relation to the matters described
in this announcement.
No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this
announcement should be interpreted to mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published earnings per share of the Company.
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. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance, and persons needing advice should consult an independent financial
adviser.
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.
Date: 14/06/2019 09:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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