Sirius Minerals plc Result of General Meeting (7303Z)

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RNS Number : 7303Z

Sirius Minerals plc

21 May 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan, South Africa, Malaysia and New Zealand.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Firm Placing and Placing and Open Offer has been made solely on the basis of the information that is contained in the Prospectus published by the Company on 1 May 2019 in connection with the Firm Placing and Placing and Open Offer.

21 May 2019

Sirius Minerals Plc

Results of General Meeting

Sirius Minerals Plc (the "Company" and, together with its subsidiaries, the "Group") previously announced on 1 May 2019 the publication of a Circular in connection with a General Meeting of the Company, to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of 30 April 2019.

The Company announces that the Resolutions as set out in the notice of the General Meeting appended to the Circular were passed at its General Meeting held today. A poll was conducted on each Resolution proposed at the General Meeting and the number of votes cast for and against each of the Resolutions, and the number of votes withheld, are detailed below.

 
     Resolution                            For             %       Against      %      Withheld*   Total 
                                                                                                    Votes 
                                                                                                    Cast 
     To authorise the directors 
      of the Company to issue 
      1,962,432,513 ordinary 
      shares in the Company 
      by way of firm placing 
      and 218,048,057 ordinary 
      shares by way of placing 
      and open offer, in 
      each case, at an issue 
      price of 15.00 pence 
      per ordinary share, 
      which is at a discount 
      of 31.5 per cent. to 
      the closing price of 
      21.90 pence per ordinary 
      share on the last business 
      day before announcement 
      of the Firm Placing 
      and Placing and Open 
 1    Offer.                               1,638,387,919   98.64   22,572,470   1.36   1,262,350   1,660,960,389 
    ------------------------------------  --------------  ------  -----------  -----  ----------  -------------- 
     Resolution                            For             %       Against      %      Withheld*   Total 
                                                                                                    Votes 
                                                                                                    Cast 
    ------------------------------------  --------------  ------  -----------  -----  ----------  -------------- 
     To authorise the directors 
      of the Company to allot 
      ordinary shares in 
      the Company up to an 
      aggregate nominal amount 
      of GBP10,635,401.18 
      in connection with 
      the Firm Placing and 
      Placing and Open Offer 
      and the issuance of 
      the New Convertible 
 2    Bonds.                               1,637,782,267   98.61   23,130,626   1.39   1,309,846   1,660,912,893 
    ------------------------------------  --------------  ------  -----------  -----  ----------  -------------- 
     Resolution                            For             %       Against      %      Withheld*   Total 
                                                                                                    Votes 
                                                                                                    Cast 
    ------------------------------------  --------------  ------  -----------  -----  ----------  -------------- 
     **To authorise the 
      directors of the Company 
      to allot ordinary shares 
      in the Company for 
      cash up to an aggregate 
      nominal amount of GBP10,635,401.18 
      pursuant to the authority 
      conferred by resolution 
      number 2 as if section 
      561 of the Companies 
      Act did not apply to 
 3    any such allotment.                  1,634,702,615   98.50   24,951,847   1.50   2,568,277   1,659,654,462 
    ------------------------------------  --------------  ------  -----------  -----  ----------  -------------- 
 

* A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

** Passed as a special resolution.

The Firm Placing and Placing and Open Offer are conditional on, among other things:

(i) Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); 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 Placing and Open Offer Agreement is further conditional on, among other things, (i) the subscription agreement in connection with the New Convertible Bond Offering, remaining in full force and effect at all times, and not having been terminated in accordance with its terms at any time prior to Admission; and (ii) no breach of the warranties given by the Company pursuant to the Placing and Open Offer Agreement.

Application will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 23 May 2019.

Copies of all the resolutions passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

The Enlarged Share Capital of the Company following Admission will be 6,977,537,829 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, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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 2 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 Nick King, General Counsel and Company Secretary.

For further information, please contact:

 
 Sirius Minerals Plc 
  Investor Relations              Jennifer Wyllie, Tristan         Tel: [phone] 
                                  Pottas                           0247 
                                  Email: [e-mail] 
 
 Sole Global Coordinator and Joint Bookrunner 
 J.P. Morgan Cazenove           Jamie Riddell, Nicholas          Tel: [phone] 
                                 Hall, Aloke Gupte,               4000 
                                 James Deal 
 Sponsor and Joint Bookrunner 
 Liberum Capital Limited        Clayton Bush, Richard            Tel: [phone] 
                                 Bootle, Edward Thomas            2222 
 Lead Manager 
 Shore Capital                  Jerry Keen, Toby Gibbs,          Tel: [phone] 
                                 Mark Percy                       7964 
 
 Media Enquiries 
 Edelman                         Alex Simmons, Ed                 Tel: +44 7540 
                                  Brown                            412 298 
 

About Sirius Minerals Plc

Sirius Minerals Plc is focused on the development of the Woodsmith Mine, located in North Yorkshire, United Kingdom and which is expected to access the world's largest and highest grade known polyhalite deposit. Polyhalite is a unique multi-nutrient fertilizer, which can be used to achieve balanced fertilization around the world. Sirius Minerals' shares are traded on the Premium List of the London Stock Exchange. Its shares are also traded in the United States on the OTCQX through a sponsored ADR facility. Further information on the Company can be found at: www.siriusminerals.com.

Important notice

Forward-looking statements

This announcement contains forward-looking statements The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors, the Joint Bookrunners or the Lead Manager undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any of Australia, its territories and possessions, Japan, South Africa, Malaysia, New Zealand (collectively, the "Excluded Territories" and each an "Excluded Territory") or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act of 1933, as amended (the "Securities Act") or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded Territory or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of any national resident or citizen of any Excluded Territory. This announcement does not constitute an extension into the United States of the offer mentioned in this announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act, or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

The New Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR Holder. Subject to certain exceptions, no action has been taken by the Company or by the Joint Bookrunners that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement in the Excluded Territories or any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made in any Excluded Territory or elsewhere.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the United Kingdom may be restricted by law. Subject to certain exceptions, no action has been taken by the Company, the Joint Bookrunners or the Lead Manager that would permit an offering of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in the Excluded Territories or in any other jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Joint Bookrunners and the Lead Manager to inform themselves about, and to observe, any such restrictions.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, Liberum or Shore Capital or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum has been appointed as sponsor and joint bookrunner in connection with the Firm Placing and Placing and Open Offer. J.P. Morgan Cazenove has been appointed as sole global coordinator and joint bookrunner in connection with the Firm Placing and Placing and Open Offer (Liberum and J.P. Morgan Cazenove are together herein referred to as the Joint Bookrunners). Shore Capital has been appointed as Lead Manager in connection with the Firm Placing and Placing and Open Offer. J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA, and the PRA, and Liberum and Shore Capital, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the Firm Placing and Placing and Open Offer or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Liberum or Shore Capital by the FSMA or the regulatory regime established thereunder, the London Stock Exchange, the Listing Rules or the Prospectus Rules, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove, Liberum or Shore Capital, nor any of their respective affiliates, directors, officers, employees, advisers, representatives or agents accept any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares, the Firm Placing and Placing and Open Offer or Admission, and nothing in this announcement should be relied upon as a promise of representation in this respect, whether as to the past or the future. Each of J.P. Morgan Cazenove, Liberum and Shore Capital, and their respective affiliates, directors, officers, employees, advisers, representatives or agents, accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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May 21, 2019 08:07 ET (12:07 GMT)