Results of open Offer
Sirius Minerals Plc (the "Company") announced on 2 November 2016 the details of a proposed Firm Placing and Placing and Open Offer to raise gross proceeds of £370 million (approximately £352 million, net of expenses), in connection with its Stage 1 financing requirements to begin the construction of its North Yorkshire polyhalite project. On 3 November 2016, it announced the results of the Firm Placing and the Placing.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of 2 November 2016.
The Open Offer closed for acceptances at 11.00 am on 23 November 2016 in accordance with its terms and was modestly oversubscribed. The Company therefore announces that it has received valid acceptances under the Open Offer in respect of 185,089,529 Open Offer Shares representing 100 per cent of the Open Offer Shares available pursuant to the Open Offer.
Chris Fraser, Managing Director and Chief Executive Officer, said:
"I would like to thank our shareholders for their continuing support and playing their part in this important moment in the Company's history. It has always been our intention to make this provision available and it's good to see so many existing shareholders taking part."
The Firm Placing and Placing and Open Offer are conditional on (i) the Resolutions being passed at the General Meeting and (ii) the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission. The conditions contained in the Placing and Open Offer Agreement include, inter alia, (i) the Royalty Financing Agreement (which comprises a US$250 million royalty purchase amount and a US$50 million equity subscription) not having been terminated prior to Admission, (ii) the subscription agreement in connection with the Convertible Bond Offering having been entered into and not having been terminated prior to Admission, and (iii) Admission becoming effective by not later than 8.00 am on 29 November 2016 (or such later time and/or date as the Company and the Joint Bookrunners may agree).
An application will be made to the London Stock Exchange for the New Ordinary Shares issued in connection with the Firm Placing and Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 am on 28 November 2016.
New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts on 28 November 2016, and definitive share certificates for the New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in certificated form are expected to be dispatched within five Business Days of Admission.
The Enlarged Share Capital of the Company following Admission will be 4,164,514,405 Ordinary Shares in aggregate. This figure may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Sirius Minerals Plc under the FCA's Disclosure Guidance and Transparency Rules.
A General Meeting is to be held today at 11.00 am for the purpose of passing certain Resolutions in relation to the proposed Firm Placing and Placing and Open Offer, the Convertible Bond Offering and the Royalty Financing Ordinary Shares. The results of the General Meeting will be announced later today.
This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 1 Financing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.