TIDMALK
RNS Number : 2531O
Alkemy Capital Investments PLC
29 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
29 September 2023
Alkemy Capital Investments Plc
Completion of Director Equity Participation at GBP1.40 per
Share
Further to its announcement on 31 May 2023 in relation to its
GBP1.35m fundraise and director participation (the "May
Fundraise"), Alkemy Capital Investments plc ("Alkemy" or the
"Company") (ALK:LSE) (JV2:FRA) announces that on or around 5
October 2023 it will issue 657,711 new ordinary shares to Paul
Atherley in full repayment of the interest free stock loan that was
provided to the Company by Mr Atherley in order to facilitate the
May Fundraise (the "Stock Loan Repayment Shares").
In addition, on the same date, the Company will repay in full
the GBP330,000 unsecured, interest free loan provided to the
Company by Mr Atherley and the GBP100,000 unsecured, interest free
loan provided to the Company by Sam Quinn at the time of the May
Fundraise (noting Mr Atherley and Mr Quinn were unable to
participate directly in the May Fundraise as doing so would have
triggered a mandatory offer for the Company under the City Code on
Takeovers and Mergers).
As agreed at the time, Mr Atherley and Mr Quinn will apply such
amounts to be repaid to them to subscribe for 235,714 new ordinary
shares to be issued by the Company in the case of Mr Atherley and
71,428 new ordinary shares to be issued by the Company in the case
of Mr Quinn, in each case at a price of GBP1.40, being the placing
price of the May Fundraise (the "IFL Repayment Shares" and together
with the Stock Loan Repayment Shares, the "New Shares").
The Company will apply for admission of all such New Shares to
listing on the standard segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the Main
Market of the London Stock Exchange ("Admission"). Admission is
expected to occur at 8.00 a.m. on or around 5 October 2023.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Company confirms that following Admission,
the Company's enlarged issued ordinary share capital will comprise
8,164,851 ordinary shares each with a right to vote and with no
shares held in treasury. Therefore, following Admission, the above
figure may be used by shareholders in the Company as the
denominator for the calculations to determine if they are required
to notify their interest in, or a change to their interest in the
Company, under the FCA's Disclosure Guidance and Transparency
Rules.
Further information
For further information, please visit the Company's website:
www.alkemycapital.co.uk or www.teesvalleylithium.co.uk
-Ends-
Alkemy Capital Investments Plc Tel: 0207 317 0636
info@alkemycapital.co.uk
SI Capital Limited Tel: 0148 341 3500
VSA Capital Limited Tel: 0203 005 5000
NOTES TO EDITORS
Alkemy is seeking to establish the world's leading independent
and sustainable lithium hydroxide production by developing
state-of-the-art lithium sulphate and lithium hydroxide facilities
in Australia and the UK.
Alkemy, through its wholly owned UK subsidiary Tees Valley
Lithium, has secured a 9.6 ha brownfields site with full planning
permission at the Wilton International Chemicals Park in Teesside,
a major UK Freeport, to build the UK's first and Europe's largest
lithium hydroxide processing facility. Tees Valley Lithium has
completed a Class 4 Feasibility Study for its proposed lithium
hydroxide refinery which will process feedstock imported from
various sources to produce 96,000 tonnes of premium, low-carbon
lithium hydroxide annually, representing around 15% of Europe's
projected demand.
Alkemy, through its wholly owned Australian subsidiary Port
Hedland Lithium, has secured a 43.7 ha site near Port Hedland,
Western Australia to build a world-class sustainable lithium
sulphate refinery that will provide reliable feedstock for Tees
Valley Lithium's refinery. Port Hedland Lithium has completed a
Class 4 Feasibility Study for its proposed lithium sulphate
refinery, each train of which will process spodumene concentrate to
produce 40,000 tonnes of lithium sulphate annually.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING 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 OR SOUTH AFRICA 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 or any part of it does 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, Canada, Australia, Japan or South Africa or any other
jurisdiction in which the same would be unlawful.
No action has been taken by the Company or any of its
affiliates, or any person acting on its behalf that would permit an
offer of the New Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such New 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, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018) 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.
The New Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (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 or
transferred, 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 the securities laws of any State or any other
jurisdiction of the United States. Accordingly, the New Shares are
being offered and sold only outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws. No public
offering of the New Shares will be made in the United States or
elsewhere.
This Announcement has not been approved by the FCA, the London
Stock Exchange, BaFin or the Frankfurt Stock Exchange.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its directors, affiliates and any person
acting on its or 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 FCA, the London Stock Exchange, BaFin or the
Frankfurt Stock Exchange.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
ordinary shares. Any indication in this Announcement of the price
at which ordinary shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. 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. 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 any ordinary shares. The
contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
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.
Notification of PDMR Dealings
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Paul Atherley
------------------------------------- -----------------------------
2 Reason for Notification
--------------------------------------------------------------------
a) Position/status Chairman
------------------------------------- -----------------------------
b) Initial notification/amendment Initial notification
------------------------------------- -----------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name Alkemy Capital Investments
Plc
------------------------------------- -----------------------------
b) LEI 213800NW5GVIRMXSRL48
------------------------------------- -----------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code GB00BMD6C023
------------------------------------- -----------------------------
b) Nature of the transaction Repayment of stock loan
------------------------------------- -----------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 657,711
----------
------------------------------------- -----------------------------
d) Aggregated information
- Aggregated volume 657,711
- Price N/A
------------------------------------- -----------------------------
e) Date of the transaction 29 September 2023
------------------------------------- -----------------------------
f) Place of the transaction Outside a trading venue
------------------------------------- -----------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code GB00BMD6C023
------------------------------------- -----------------------------
b) Nature of the transaction Subscription for shares
------------------------------------- -----------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1.40 235,714
----------
------------------------------------- -----------------------------
d) Aggregated information
- Aggregated volume 235,714
- Price GBP330,000
------------------------------------------ -----------------------------
e) Date of the transaction 29 September 2023
------------------------------------- -----------------------------
f) Place of the transaction Outside a trading venue
------------------------------------- -----------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Sam Quinn
------------------------------------------ -----------------------------
2 Reason for the notification
-------------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------------------ -----------------------------
b) Initial notification /Amendment Initial Notification
------------------------------------------ -----------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------
a) Name Alkemy Capital Investments
Plc
------------------------------------------ -----------------------------
b) LEI 213800NW5GVIRMXSRL48
------------------------------------------ -----------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------------
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code GB00BMD6C023
b) Nature of the transaction Subscription for shares
------------------------------------------ -----------------------------
c) Price(s) and volume(s)
-------------- -------------
Price(s) Volume(s)
-------------- -------------
GBP1.40 71,428
-------------- -------------
d) Aggregated information
- Aggregated volume 71,428
- Price GBP100,000
e) Date of the transaction 29 September 2023
------------------------------------------ -----------------------------
f) Place of the transaction Outside a trading venue
------------------------------------------ -----------------------------
Notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible) (i)
1a. Identity of the issuer or the underlying issuer of existing shares to Alkemy Capital Investments Plc
which voting rights
are attached (ii) :
--------------------------------------------------------------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
---------------
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights X
---------------
An acquisition or disposal of financial instruments
---------------
An event changing the breakdown of voting rights
---------------
Other (please specify) (iii) :
---------------
3. Details of person subject to the notification obligation (iv)
Name Paul Atherley
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Paul Atherley
--------------------------------------------------------------------------------------------------
City and country of registered office (if applicable)
--------------------------------------------------------------------------------------------------
5. Date on which the threshold was crossed or reached (vi) : 29 September 2023
--------------------------------------------------------------------------------------------------
6. Date on which issuer notified (DD/MM/YYYY): 29 September 2023
--------------------------------------------------------------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting
(total of 8. A) (total of 8.B 1 + 8.B 2) rights held in issuer
(8.A + 8.B) (vii)
------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
Resulting
situation on the
date on which
threshold was
crossed or
reached 40.6% - 40.6% 40.6%
------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
Position of
previous
notification (if
applicable) 33.6% - 33.6%
------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
8. Notified details of the resulting situation on the date on which the threshold was crossed
or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
---------------------------------
GB00BMD6C023 3,313,714 - 40.6% -
------------------------------------------- --------------------------------- -------------------------------------------------- ------------------------
SUBTOTAL 8. A 3,313,714 40.6%
------------------------------------------------------------------------------ ----------------------------------------------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting rights that may be acquired if the % of voting rights
instrument date (x) Conversion Period (xi) instrument is
exercised/converted.
------------------------- ------------------------------------------ ----------------------------------------------------------- ------------------------
SUBTOTAL 8. B 1
------------------------------------------ ----------------------------------------------------------- ------------------------
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of Expiration Exercise/ Physical or cash Number of voting % of voting rights
financial date (x) Conversion Period (xi) Settlement (xii) rights
instrument
----------------------------- ----------------------------- ----------------------------------------------- -----------------------
SUBTOTAL 8.B.2
----------------------------------------------- -----------------------
9. Information in relation to the person subject to the notification obligation (please mark
the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal X
entity and does not control any other undertaking(s) holding directly or indirectly an interest
in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural
person or legal entity (please add additional rows as necessary) (xiv)
Name (xv) % of voting rights if it equals or is % of voting rights through financial instruments if it Total of both if it equals or is
higher than the notifiable threshold equals or is higher than the notifiable higher than the notifiable
threshold threshold
------------------------------------------ ------------------------------------------------------------- -----------------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
--------------------------------------------------------------------------------------------------
The number and % of voting rights held
--------------------------------------------------------------------------------------------------
The date until which the voting rights will be held
--------------------------------------------------------------------------------------------------
11. Additional information (xvi)
Place of completion Outside a trading venue
-----------------------------------------------------------------------------------------------------------------------------------------------------
Date of completion 29 September 2023
-----------------------------------------------------------------------------------------------------------------------------------------------------
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END
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