TIDMBMR
RNS Number : 9020B
BMR Group PLC
15 January 2018
BMR Group PLC
("BMR", the "Group" or the "Company")
Share subscription by Jubilee Metals Group PLC ("Jubilee")
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
BMR Group PLC announces that Jubilee Metals Group PLC has agreed
today to subscribe for 97,371,298 new ordinary shares of 1 penny
each in the capital of the Company (the "BMR Subscription
Shares").
Highlights
-- 25,000,000 of the BMR Subscription Shares will be issued for
2.00 pence each, raising aggregate proceeds of GBP0.5 million
-- 72,371,298 BMR Subscription Shares will be issued in exchange
for 63,166,969 new ordinary shares of 1 penny each in the capital
of Jubilee
-- The overall average subscription value per BMR Subscription
Share is approximately 2.90 pence
-- This represents a premium to BMR's closing mid-market price
on 12 January of approximately 26%
-- Jubilee's aggregate holding in BMR will amount to 97,371,298
ordinary shares (representing c.29.01% of the enlarged BMR share
capital)
-- BMR's holding in Jubilee will amount to 63,166,969 ordinary
shares (representing c.4.83% of the enlarged Jubilee share
capital)
-- Whilst its holding represents more than 15% of BMR's issued
share capital, Jubilee is entitled to appoint a director to the
Board of BMR (subject to the approval of BMR's Nominated Adviser)
and to the board of BMR's subsidiary Enviro Processing Limited
-- Both the Company and Jubilee are subject to lock-in and
orderly market arrangements on the same terms
Alex Borrelli, Chairman, commented:
"The Directors strongly believe that the significant commitment
of Jubilee to BMR as a large minority shareholder with highly
complementary mining expertise effectively rebases the Company,
together with the cash subscription, and enables us to advance with
confidence. We look forward to Jubilee's completion of its test
work and outstanding due diligence in order to determine with BMR
the optimal metal extraction process and to confirm the ultimate
project design parameters for the completion of the Kabwe plant,
currently under construction with a targeted completion date at the
end of Q2 2018."
Share subscription by Jubilee
Jubilee has agreed today to subscribe for 97,371,298 new
ordinary shares of 1 penny each in the capital of the Company (the
"BMR Subscription Shares"). 25,000,000 of the BMR Subscription
Shares will be issued for 2.00 pence each, raising aggregate
proceeds of GBP0.5 million, and the remaining 72,371,298 BMR
Subscription Shares will be issued in exchange for 63,166,969 new
ordinary shares of 1 penny each in the capital of Jubilee (the
"Jubilee Subscription Shares"). At the mid-market closing price of
a Jubilee share on 12 January 2018 of approximately 3.67 pence, the
Jubilee Subscription Shares have an aggregate value of
approximately GBP2.32 million, which is equivalent to approximately
3.20 pence for each of the 72,371,298 BMR Subscription Shares.
Together with the BMR Subscription Shares issued for cash, the
overall average subscription value per BMR Subscription Share is
approximately 2.90 pence. This represents a premium to BMR's
closing mid-market price on 12 January of approximately 26%.
Application will be made to the London Stock Exchange for the
BMR Subscription Shares to be admitted to trading on AIM and it is
expected that admission will become effective and trading will
commence on 19 January 2018. The BMR Subscription Shares will rank
pari passu with the existing ordinary shares of the Company.
Application will be made to the London Stock Exchange for the
Jubilee Subscription Shares to be admitted to trading on AIM and it
is expected that admission will become effective and trading will
commence on 19 January 2018. The Jubilee Subscription Shares will
rank pari passu with the existing ordinary shares of Jubilee
Upon admission, Jubilee's aggregate holding in BMR will amount
to 97,371,298 ordinary shares (representing c.29.01% of the
enlarged BMR share capital) and BMR's holding in Jubilee will
amount to 63,166,969 ordinary shares (representing c.4.83% of the
enlarged Jubilee share capital).
Whilst its holding represents more than 15% of BMR's issued
share capital, Jubilee is entitled to appoint a director to the
Board of BMR (subject to the approval of BMR's Nominated Adviser)
and to the board of BMR's subsidiary Enviro Processing Limited.
Both the Company and Jubilee are subject to lock-in and orderly
market arrangements on the same terms:
(a) following admission of the shares, 25% of both the BMR
Subscription Shares and the Jubilee Subscription Shares will be
free-trading with the balance subject to lock-ins by, respectively,
the Company and Jubilee;
(b) after 6 months, a further 25% of both the BMR Subscription
Shares and the Jubilee Subscription Shares will be released from
the lock-in and will be free-trading;
(c) after 12 months the balance of shares (being 50% of both the
BMR Subscription Shares and the Jubilee Subscription Shares) will
be released from the lock-in and will be free-trading; and
(d) for the initial 12 months following completion, any
free-trading shares shall be subject to an orderly market agreement
whereby, before any disposal, the selling party must give the
broker of the respective company, not less than 20 business days to
provide matching buyers for the shares offered for sale.
By virtue of its 15% interest in Enviro Processing Limited,
Jubilee represents a related party of BMR hence this subscription
represents a related party transaction in accordance with AIM Rule
13. The Directors of BMR consider, having consulted BMR's Nominated
Adviser, that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
Jubilee is admitted to trading on AIM with a market
capitalisation of c.GBP48 million. It is a mining exploration and
development company with a strategy to create an integrated
mine-to-metals company with a primary focus on platinum. This is
based on modern and thoroughly proven smelting technology to
process Jubilee's own and others' high-chrome PGE concentrates and,
importantly, to improve mining environments by reprocessing mine
tailings dumped by other miners. Jubilee is developing and has
successfully completed a number of joint venture projects in Africa
and elsewhere. In its year ended 30 June 2017, Jubilee incurred a
loss before taxation, excluding one-off items, of GBP2.1 million.
Its net assets at that date amounted to GBP53.5 million.
Further details regarding Jubilee are available on its website
at www.jubileemetalsgroup.com.
Following admission of the BMR Subscription Shares to trading on
AIM, the Company will have a total of 335,710,864 ordinary shares
in issue. This figure may be used by shareholders 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, the Company under the FCA's Disclosure and
Transparency Rules.
The net proceeds of the subscription will enable BMR to meet its
ongoing working capital requirements.
For further information:
BMR Group PLC
Alex Borrelli, CEO and Chairman 020 7734 7282
WH Ireland Limited (NOMAD and Joint
Broker)
Chris Fielding, Managing Director,
Corporate Finance
Alex Bond, Executive 020 7220 1666
Peterhouse Corporate Finance (Joint
Broker)
Lucy Williams
Duncan Vasey
Heena Karani 020 7469 0930
This information is provided by RNS
The company news service from the London Stock Exchange
END
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