TIDMBMN
RNS Number : 7545V
Bushveld Minerals Limited
05 December 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF BUSHVELD MINERALS LIMITED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
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).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN.
5 December 2023
Bushveld Minerals Limited
("Bushveld Minerals" or the "Company")
PrimaryBid Offer
-- Bushveld Minerals announces a conditional offer for
subscription of new Ordinary Shares representing an aggregate
subscription amount of up to GBP2,000,000 at the Issue Price via
PrimaryBid ;
-- The Issue Price for the new Ordinary Shares is 3 pence per
new Ordinary Share, representing a premium of 33.3 per cent to the
closing mid-price of the Company's existing Ordinary Shares of 2.25
pence on 4 December 2023;
-- Investors can access the PrimaryBid Offer through
PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts ("GIAs");
-- The PrimaryBid Offer is available to both existing shareholders and new investors;
-- There is a minimum subscription of GBP250 per investor in the PrimaryBid Offer;
-- No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Bushveld Minerals (AIM: BMN), the AIM quoted, integrated primary
vanadium producer, is pleased to announce, a conditional offer for
subscription of new ordinary shares of 1 pence each in the capital
of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid
Offer") at an issue price of 3 pence per new Ordinary Share (the
"Issue Price"), being a premium of 33.3 per cent to the closing
mid-price of the Company's existing Ordinary Shares of 2.25 pence
on 4 December 2023.
The PrimaryBid Offer follows a separate conditional placing by
the Company of new Ordinary Shares at the Issue Price by way of an
accelerated bookbuilding process (the "Placing"), the results of
which have been announced separately.
In addition, following the Company's announcement on 11
September 2023 that it had entered into a binding term sheet with
the investment fund SPR GP1 (Pty) Ltd, as announced by the Company
today, Southern Point Resources Partners Limited, Acacia Resources
Limited, Orange Trust and certain directors of the Company have
subscribed for new Ordinary Shares at the Issue Price directly with
the Company (the "Subscription", together with the Placing and the
PrimaryBid Offer, the "Fundraise").
The PrimaryBid Offer is conditional on (a) the requisite
approvals being obtained from shareholders at the general meeting
of the Company expected to be held on or around 27 December 2023
and (b) the new Ordinary Shares to be issued pursuant to the
Fundraise being admitted to trading on AIM ("Admission"). Admission
is expected to take place at 8.00 a.m. (London time) on or
around
28 December 2023. The PrimaryBid Offer will not be completed
without the Placing and the Subscription also being completed.
The Company will use the funds raised from the PrimaryBid Offer
for general working capital and corporate purposes.
Reason for the PrimaryBid Offer
While the Placing was structured as a non-pre-emptive offer so
as to minimise cost and time to completion, the Company values its
retail investor base and is therefore pleased to provide retail
investors with the opportunity to participate in the PrimaryBid
Offer.
Existing shareholders and new investors can access the
PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's
app . The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at
1.00 p.m. (London time) on 11 December 2023 and may close early if
it is oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the PrimaryBid Offer.
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 PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing, the Subscription and the Company's existing Ordinary
Shares.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Bushveld Minerals Limited
Craig Coltman, Chief Executive Officer +27 (0) 11 268 6555
Chika Edeh, Head of Investor Relations info@bushveldminerals.com
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
SP Angel Corporate Finance LLP , Nominated
Advisor
& Broker
Richard Morrison / Charlie Bouverat +44 (0) 20 3470 0470
Tavistock , Financial PR
Gareth Tredway / Tara Vivian-Neal / Adam
Baynes +44 (0) 207 920 3150
Important notices
It is a term of the PrimaryBid Offer that the aggregate value of
the new Ordinary Shares available for subscription at the Issue
Price does not exceed GBP2,000,000.
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the FCA 's Prospectus
Regulation Rules. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules, or for
approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
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 Australia,
Canada, the Republic of South Africa, Japan 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.
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 new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. The PrimaryBid Offer is open alongside a live
share price and the market price of the Ordinary Shares may be less
than the Issue Price. Investors should take independent advice from
a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.
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END
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