TIDMSGZ
RNS Number : 5015P
Scotgold Resources Ltd
09 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF SCOTGOLD RESOURCES
LIMITED). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. 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 SCOTGOLD
RESOURCES LIMITED.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Scotgold Resources Limited or other evaluation of any
securities of Scotgold Resources Limited or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
Scotgold Resources Limited
("Scotgold" or the "Company")
Retail Offer
Scotgold Resources Limited ("Scotgold" or the "Company") (AIM:
SGZ ) is pleased to announce a retail offer via BookBuild (the
"Retail Offer") of ordinary shares of no par value each ("Ordinary
Shares") in the capital of the Company (the "Retail Shares") up to
the value of GBP500,000 (c.US$609,000) at an issue price of 40
pence per Retail Share (the "Issue Price").
In addition to the Retail Offer, the Company has also announced
a placing of new Ordinary Shares (the "Placing Shares") through an
accelerated bookbuild process (the "Placing") and subscriptions
(the "Subscriptions") for new Ordinary Shares (the "Subscription
Shares" and, together with the Placing Shares and Retail Shares,
the "Capital Raising Shares") both at the Issue Price.
A separate announcement has been made regarding the Placing and
its terms and sets out the reasons for the Placing and use of
proceeds. The proceeds of the Retail Offer will be utilised in the
same way as the proceeds of the Placing and Subscriptions. For the
avoidance of doubt, the Retail Offer is not part of the Placing or
Subscriptions.
The Retail Offer is conditional on the Capital Raising Shares
being admitted to trading on the AIM market operated by the London
Stock Exchange ("Admission"). Admission of the Capital Raising
Shares is expected to take place at 8.00 a.m. on 17 February 2023.
Completion of the Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not
conditional on the completion of the Retail Offer.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 07:00 on 13 February 2023
Latest time and date for commitments 17:30 on 15 February 2023
under the Retail Offer
--------------------------
Results of the Retail Offer 16 February 2023
announced
--------------------------
Admission and dealings in new 17 February 2023
Ordinary Shares issued pursuant
to the Retail Offer commence
--------------------------
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
References to times are to London times unless otherwise
stated.
Dealing Codes
Ticker SGZ
ISIN for the Ordinary Shares AU000XINEAK5
-------------
SEDOL for the Ordinary Shares BF7TTV8
-------------
Retail Offer
The Company values its retail shareholder base, which has
supported the Company alongside institutional investors since IPO
in 2010. Given the support of retail shareholders, the Company
believes that it is appropriate to provide its retail shareholders
in the United Kingdom the opportunity to participate in the Retail
Offer.
The Company is therefore making the Retail Offer available in
the United Kingdom through the financial intermediaries which will
be listed, subject to certain access restrictions, on the following
website:.
https://www.bookbuild.live/deals/GLQ897/authorised-intermediaries
.
Shore Capital Stockbrokers Limited ("Shore Capital") will be
acting as retail offer coordinator in relation to this Retail Offer
(the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each intermediary must be
on-boarded onto the BookBuild platform and agree to the final terms
and the retail offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 07:00 on 13 February 2023. The Retail Offer is
expected to close at 17:30 on 15 February 2023. Investors should
note that financial intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate
in the Retail Offer on behalf of existing retail shareholders,
please contact Bookbuild at support@bookbuild.live .
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Shares : (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom; and (iii) be a shareholder in the Company (which
may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection.
It is vital to note that once an application for Retail Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with existing Ordinary
Shares including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). It is
a term of the Retail Offer that the aggregate total consideration
payable for the Retail Shares will not exceed GBP500,000 (or the
equivalent in euros). The exemption from the requirement to publish
a prospectus, set out in section 86(1)(e) of the Financial Services
and Markets Act 2000, will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other
than the United Kingdom or to US Persons (as defined in Regulation
S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (the "FCA") (or any other authority) in relation
to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP100 per investor under the
terms of the Retail Offer which is open to investors in the United
Kingdom subscribing via the intermediaries which will be listed,
subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/GLQ897/authorised-intermediaries
There is no maximum application amount to apply in the Retail
Offer except that the aggregate total consideration for the Retail
Offer shall not exceed GBP500,000. The terms and conditions on
which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee
charges.
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
investment in the Company carries a number of risks. 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.
For further information, please contact:
Scotgold Resources Limited Via Celicourt Communications
Phil Day, Chief Executive Officer
Shore Capital Stockbrokers Limited (NOMAD,
Broker, Joint Bookrunner)
Toby Gibbs / John More / Tom Knibbs +44 207 408 4050
Celicourt Communications (Financial PR)
Felicity Winkles +44 774 8843 871
Further information on the Company can be found on its website
at: www.scotgoldresources.com
The Company's LEI is 213800HL5A2K7LW2G360.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, Japan, the Republic of South Africa, any member
state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
The Retail Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act")
or under the applicable state securities laws of the United States
and may not be offered or sold directly or indirectly in or into
the United States or to or for the account or benefit of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public offering of the Retail Shares is
being made in the United States. The Retail Shares are being
offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of
1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Shares
in the United States, Australia, Canada, New Zealand, Japan, the
Republic of South Africa, any member state of the EEA or any other
jurisdiction in which such offer or solicitation is or may be
unlawful. No public offer of the securities referred to herein is
being made in any such jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Shore Capital is authorised and regulated in the United Kingdom
by the Financial Conduct Authority. Shore Capital is acting
exclusively for the Company and no one else in connection with the
Retail Offer, and Shore Capital will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice in connection with the Retail
Offer, Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment, you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Shore Capital expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Shore
Capital or any of their affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. Shore Capital and
their affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
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. 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 AIM market of the
London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined
that the Retail Shares 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment").
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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 Retail Shares have been subject to a product approval process,
which has determined that the Retail Shares 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 "EU Target Market Assessment" and together with the
UK Target Market Assessment, the "Target Market Assessments")).
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Retail Shares may decline and
investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an
investment in the Retail 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
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Retail Offer.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II or Chapters 9A or 10A respectively of the
FCA Handbook Conduct of Business Sourcebook; 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
Retail Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Retail Shares and determining
appropriate distribution channel.
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END
STRTLMFTMTAMBBJ
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