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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.
If you have sold or otherwise transferred all of your Ordinary Shares, please send this document and the accompanying proxy form as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some (but not all) of your Ordinary Shares, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.
This document does not constitute a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this document has not been approved by or filed with the Financial Conduct Authority, London Stock Exchange plc or any other regulatory authority. This document does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of any offer to acquire, purchase or subscribe for, Ordinary Shares.
Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence in the Placing Shares on 11 December 2015. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid on or after they are issued.
KEFI Minerals plc
(Registered in England and Wales with company number 05976748) Placing of 877,191,422 new Ordinary Shares at 0.3 pence per share Authority to allot shares and disapply pre-emption rights
Notice of General Meeting
Notice convening a General Meeting of the Company to be held at the offices of Peakbound Holdings Pty Limited, Level 1, 219-241 Cleveland Street, Strawberry Hills, Sydney, NSW 2012, Australia on 10 December 2015 at 3.00 p.m. (AEDT) is set out at the end of this document. Shareholders will also find enclosed with this document a proxy form. To be valid, the proxy form must be signed and returned in accordance with the instructions printed on it so as to be received by the Company's registrars, Share Registrars Limited, at Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible but in any event no later than 3.00 p.m. on 8 December 2015.
Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Share Registrars (CREST ID: 7RA36), by no later than 3.00 p.m. on 8 December 2015.
The completion and posting of a proxy form or the appointment of a proxy through CREST will not preclude shareholders from attending and voting in person at the General Meeting should they wish to do so.
Brandon Hill Capital Limited ('Brandon Hill'), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Brandon Hill or for advising any other person on the arrangements described in this document.
SP Angel Corporate Finance LLP ('SP Angel'), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as its nominated adviser and is not acting for any other person or otherwise responsible to any person for providing the protections afforded to customers of SP Angel or for advising any other person in respect of the Placing. SP Angel's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this document. No representation or warranty, express or implied, is made by SP Angel as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued) and SP Angel has not authorised the contents of any part of this document and accepts no liability whatsoever for the accuracy of any information or opinions contained in this document or for the omission of any material information from this document for which the Company and the Directors are solely responsible.
The distribution of this document and the offer of the Placing Shares in certain jurisdictions may be restricted by law. Accordingly, this document must not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this document comes should inform themselves about and observe any such restrictions. In particular, the Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States.
This document includes forward looking statements (that is, statements other than statements of historical facts), including (without limitation) those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, and any statement preceded or followed by, or including, words such as 'target', 'believe', 'expect', 'aim', 'intend', 'will', 'may', 'anticipate', 'would' or 'could', or negatives of such words. Such forward looking statements involve known and unknown risks, uncertainties and other factors beyond the Company's control, that could cause the actual results, performance or achievements of the Company to be materially different to future results, performance or achievements expressed or implied by such statements. Such forward looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. They speak only as at the date of this document. The Company expressly disclaims any obligation to disseminate any update or revision to any forward looking statement in this document to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based, unless required to do so by applicable law or the AIM Rules.
Copies of this document will be available free of charge from the Company's registered office during normal business hours on each day (excluding Saturday, Sunday and public holidays) from the date hereof until the date of the General Meeting. Copies will also be available from the Company's website at www.kefi-minerals.com.
Unless otherwise specified, references in this document to time are to Greenwich Mean Time.
CONTENTS
Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4
PLACING STATISTICS 4
DEFINITIONS 5
LETTER FROM THE CHAIRMAN 8
NOTICE OF GENERAL MEETING 14
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2015
Dispatch of this document and Forms of Proxy 24 November Latest time and date for receipt of Forms of Proxy 3.00 p.m. on 8 December General Meeting 3.00 p.m. (AEDT) on 10 December
Admission of Placing Shares to trading on AIM and
commencement of dealings 8.00 a.m. on 11 December
CREST accounts to be credited for Placing Shares to be held
in uncertificated form 11 December
Dispatch of definitive share certificates for Placing Shares to be held
in certificated form by 24 December
PLACING STATISTICS
Placing Price 0.3 pence
Number of Ordinary Shares in issue at the date of this document 1,744,447,480
Number of Placing Shares 877,191,422
Number of Ordinary Shares in issue immediately following Admission 2,621,638,902 Percentage of the Enlarged Share Capital represented by the Placing Shares 33.46 per cent.
Estimated cash proceeds of the Placing receivable by the Company
(net of expenses) £2.5 million
Market capitalisation of the Company at the Placing Price on Admission £7.9 million
Notes:
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Unless otherwise specified, references in this document to time are to Greenwich Mean Time.
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The times and dates above are indicative only. If there is any change, revised times and dates will be notified to shareholders by means of an announcement through a Regulatory Information Service.