GCM Resources PLC Underwritten Offer to raise £2m via PrimaryBid (8927W)

TIDMGCM

RNS Number : 8927W

GCM Resources PLC

17 November 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

17 November 2017

GCM Resources plc

("GCM" or the "Company")

(AIM:GCM)

Institutionally Underwritten Offer to raise approximately GBP2 million via PrimaryBid

GCM Resources plc, a London based resource exploration and development company, is pleased to announce a fully-underwritten offer to raise approximately GBP2 million (before expenses) by the issue and allotment by the Company of 5,813,953 new ordinary shares of 10p each in the Company ("New Ordinary Shares") at an offer price of 34.4p pence per New Ordinary Share, being a discount of 20 per cent to today's closing mid-price.

Importantly, the Company is pleased to provide private and other investors the opportunity to participate in the Offer by applying exclusively through the PrimaryBid.com platform.

The Company will use these funds to expand the Company's activities as it progresses with the mine mouth power plant proposal together with its strategic partner China Gezhouba Group International Engineering Co. Ltd ("CGGC") and to support its continuing operations and working capital requirements.

Highlights

-- Offer at 34.4 pence per New Ordinary Share (a discount of 20 per cent to the closing mid-price per Ordinary Share on 17 November 2017) to raise approximately GBP2 million (before expenses).

   --      The Offer is fully underwritten by a financial institution. 

-- Net proceeds of the Offer will be applied towards expanding GCM's activities in pursuit of the mine mouth power plant proposal together with its strategic partner CGGC and to support its continuing operations and working capital requirements.

-- The Company values the continued support of its loyal shareholders and is therefore opening this opportunity to individual and institutional investors exclusively on PrimaryBid.com before 5p.m. on 19 November 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

-- Private investors, including existing Company shareholders, may participate in the Offer by visiting www.PrimaryBid.com and following the prescribed steps.

-- Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on [phone].

Datuk Michael Tang, Executive Chairman of GCM, commented:

"We are delighted to allow all investors, including our existing longstanding shareholders, the opportunity to participate in this offer. The funds raised will put GCM in a strong position to further the mine mouth plant proposal in Northern Bangladesh together with our strategic partner CGGC."

Introduction

The Company today announces an underwritten Offer to raise approximately GBP2 million (before expenses) through the issue and allotment by the Company of an aggregate of 5,813,953 new ordinary shares of 10p each in the Company ("New Ordinary Shares") at an offer price of 34.4 pence per New Ordinary Share.

The Company highly values its private investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other investors with the opportunity to participate in this issue of New Ordinary Shares. The Company is therefore making the Offer exclusively through PrimaryBid.com.

Private and other investors may participate in the Offer of New Ordinary Shares on a "first come, first served" basis, exclusively through PrimaryBid.com.

The Offer

Details of the Offer

The Company is raising approximately GBP2 million, before expenses. 5,813,953 New Ordinary Shares are available pursuant to the Offer at the Offer Price, payable in full on acceptance.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Offer is fully underwritten and is made available to individual and institutional investors on the following basis.

-- Up to 5,813,953 New Ordinary Shares at the Offer Price to raise approximately GBP2 million with a minimum subscription of GBP1,000 per investor and open to shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come, first served" basis.

-- The maximum investment amount for any investor is GBP100,000. Any investment request over GBP100,000 will first require the Company's consent and is subject to scale back.

-- The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a "first come, first served" basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 24 November 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

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 New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.

Use of proceeds

The gross proceeds of the Offer will be approximately GBP2 million and it is proposed that such proceeds shall be used to expand the Company's activities as it progresses with the mine mouth power plant proposal together with its strategic partner CGGC and to support its continuing operations and working capital requirements.

Expected Timetable of Principal Events

 
 Announcement of the Offer                  17 November 2017 
 
 Closing of subscriptions           5:00 p.m. on 19 November 
  on PrimaryBid.com                                     2017 
 
 Announcement of result of                  20 November 2017 
  the Offer 
 
 Admission and commencement         8:00 a.m. on 24 November 
  of dealings in the New Ordinary                       2017 
  Shares on AIM 
 
 

Definitions

 
 "CREST"                      the relevant system (as 
                               defined in the CREST Regulations) 
                               in respect of which Euroclear 
                               is the operator (as defined 
                               in the CREST Regulations) 
---------------------------  ----------------------------------- 
 "Euroclear"                  Euroclear UK & Ireland 
                               Limited 
---------------------------  ----------------------------------- 
 "Prospectus Rules"           the Prospectus Rules made 
                               in accordance with the 
                               EU Prospectus Directive 
                               2003/71/EC in relation 
                               to offers of securities 
                               to the public and the 
                               admission of securities 
                               to trading on a regulated 
                               market 
---------------------------  ----------------------------------- 
 "Restricted Jurisdictions"   United States of America, 
                               Canada, Australia, Japan 
                               and the Republic of South 
                               Africa and any other jurisdiction 
                               where the extension or 
                               availability of the Offer 
                               would breach any applicable 
                               law 

---------------------------  ----------------------------------- 
 

For further information:

 
 
   GCM Resources plc                   Northland Capital Partners 
   James Hobson                        Ltd 
   Finance Director                    Nominated Adviser and 
   [phone]                Broker 
   [e-mail]; www.gcmplc.com     Tom Price 
                                       Matthew Johnson 
                                       [phone] 
 
 

PrimaryBid Limited

Dave Mutton

020 7491 6519

This information is provided by RNS

The company news service from the London Stock Exchange

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November 17, 2017 12:08 ET (17:08 GMT)