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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Zincox Res. | LSE:ZOX | London | Ordinary Share | GB0031124638 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.45 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jul 2019 to Jul 2024
TIDMZOX
RNS Number : 7543S
ZincOx Resources PLC
12 November 2013
12 November 2013
Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia.
ZincOx Resources plc
("ZincOx" or the "Company")
Proposed fundraising through the Subscription by the International Finance Corporation, Placing and Open Offer
ZincOx (AIM: ZOX), the developer of Asia's largest zinc recycling project, announces a proposed subscription of new ordinary shares ("the Subscription"), a proposed placing of new ordinary shares ("the Placing") and a proposed open offer of new ordinary shares ("the Open Offer") to raise up to approximately GBP5.59 million in total.
Highlights
-- Subscription by the International Finance Corporation (the "IFC"), raising approximately GBP2.5
million, by which it will obtain an interest of approximately 11.56 per cent. in the share capital of
the Company, assuming the Open Offer is fully subscribed.
-- 12,530,160 new ordinary shares conditionally placed with other investors to raise approximately
GBP1.94 million.
-- Open Offer of up to 7,390,479 new ordinary shares to enable all shareholders to participate in the
fundraising at the same price as the IFC and the placees on the basis of 1 new ordinary share for
every 14 shares held.
-- Excess application facility in place in the event that not all qualifying shareholders take up their
entitlements under the Open Offer.
-- Issue price of 15.5 pence, representing a discount of 1.59 per cent. to the closing mid-market price on 11 November 2013.
-- Total proceeds of up to approximately GBP5.59 million to be used to:
o fund the final stages and improvements to the Company's Korean Recycling Plant;
o provide working capital for the Company; and
o continue pursuing the Company's projects in Thailand, Turkey and Russia.
Commenting on the proposals, Andrew Woollett, ZincOx's Executive Chairman, said: "I believe that the IFC's Subscription, which followed extensive due diligence, represents a strong endorsement of our technology and business strategy. The subscription provided the cornerstone investment for the successful placing. I am pleased that we will be able to include all of our loyal private shareholders in this fundraising through the mechanism of the Open Offer.
Now that the two major problems at the KRP (heat exchangers and blockages) have been addressed, the production ramp-up has regained momentum and plans to roll out our technology around the world will be accelerated by the IFC's support."
Atul Mehta, IFC Global Director of Manufacturing, Agribusiness, and Services said: "Game-changing technologies for recycling are necessary for the global economy to manage growing consumption in an era of scarce resources and climate change. Expansion of ZincOx technology can create jobs and contribute to a healthier environment, especially for developing countries where waste disposal regulation may not be stringent or enforced."
About the IFC
IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. Working with private enterprises in more than 100 countries, it uses its capital, expertise, and influence to help eliminate extreme poverty and promote shared prosperity. In FY13, its investments climbed to an all-time high of nearly $25 billion, leveraging the power of the private sector to create jobs and tackle the world's most pressing development challenges. For more information, visit www.ifc.org.
For further information, please visit www.zincox.com or contact:
ZincOx Resources plc Tel: +44 (0) 1276 45 Andrew Woollett, Executive Chairman 0100 Peel Hunt LLP (Nominated Adviser and Tel: +44 (0) 207 418 Joint Broker) 8900 Richard Kauffer / Daniel Harris / Matthew Brooke-Hitching finnCap Limited (Joint Broker) Tel: +44 (0) 207 220 Matthew Robinson / Joanna Weaving 0500 Tavistock Communications (Financial PR) Tel: +44 (0) 207 920 Simon Hudson / Nuala Gallagher 3150
Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia.
ZincOx Resources plc
("ZincOx" or the "Company")
Proposed fundraising through the Subscription by the International Finance Corporation, Placing and Open Offer
1. Introduction and summary
The Company has today announced that it has, conditional upon the passing of the Resolutions and on Admission, raised an aggregate of approximately GBP4.44 million through a Subscription of approximately GBP2.5m (US$4 million) and a Placing of approximately GBP1.94 million. In addition, the Company announces that it is seeking to raise up to a further approximately GBP1.15 million through the Open Offer available to Qualifying Shareholders. The Subscription is being taken up by the International Finance Corporation ("IFC"), by which it will obtain an interest of approximately 11.56 per cent. in the share capital of the Company, assuming the Open Offer is fully subscribed.
The Issue Price represents a discount of 1.59 per cent. to the closing mid-market price of an Existing Ordinary Share of 15.75 pence on 11 November 2013, being the latest practicable date prior to the publication of this Announcement.
The IFC is the world's largest global development institution. The IFC is part of the World Bank Group, but unlike the World Bank itself, it is mandated to invest in sustainable private sector development. The IFC is only able to support projects being developed in emerging markets, such as those being progressed by ZincOx in Turkey, Thailand and Russia.
In order to enable the Subscription, the Placing and the Open Offer to be carried out, the Board proposes to undertake the Capital Reorganisation which is explained in more detail in paragraph 6 below.
The Subscription, the Placing, the Open Offer and the Capital Reorganisation are conditional, inter alia, on the approval of Shareholders.
2. Background to and reasons for the Proposals
The Company's aim is to become a major zinc recycler. Having demonstrated the process it has developed in its first recycling plant in Korea, it intends to roll out this technology to other parts of the world.
The Company is pioneering the use of RHF technology for the treatment of EAFD, a waste generated by the recycling of steel scrap for the production of a high quality zinc concentrate ("HZO") and an intermediate iron bearing material ("ZHBI"). The Company's first plant was completed in April 2012 and the production has been ramping-up since then. It had an initial throughput target of 175,000 tonnes per annum of EAFD, and, following debottlenecking, full production of 200,000 tonnes per annum is expected.
Heat exchangers are used to recover energy from the off-gas from the RHF. The off-gas is highly corrosive. In September 2012, the base of the heat exchangers showed the first signs of significant corrosion and in March 2013 production was suspended to repair areas affected by excessive corrosion caused by poor fabrication. Another problem arose in April 2013 which involved a major blockage of briquettes on the hearth against the end wall of the furnace. Until the faulty parts of the heat exchangers were replaced in July 2013, these two problems led to the plant being in operation for only about 65 per cent. of the time. If these two issues are not taken into consideration, however, the plant's monthly availability was high and in line with the full production target of 91 per cent.
During production, it has now been demonstrated that one line of heat exchanges may be closed off and isolated and the off-gas diverted entirely through the other line. After cooling, repairs can be carried out in the closed line. At the beginning of October 2013, the plant was successfully operated at about 72 per cent. of feed rate with only one line of heat exchangers. The inner tubes of the heat exchangers are in direct contact with the corrosive off-gas and their periodic replacement was foreseen in the design. Rather than operate at reduced capacity for long periods while major repairs are undertaken, a spare heat exchanger will be used to replace a corroded unit so that full production can be resumed with the shortest possible delay. The corroded part of the other unit will then be replaced so that it can become the next spare unit.
The major blockage that was experienced in April caused some long term damage to the end wall of the furnace, which gave way in September, requiring suspension of production for two weeks while repairs were undertaken. Further major blockages have been avoided by monitoring the motors that rotate the hearth. Subsequently, minor blockages have occurred and been dealt with, but continuous monitoring of the problem areas using radar will commence next month and this will enable large pieces of material on the hearth to be detected and removed before they can create a blockage.
Following the replacement of parts of the heat exchangers in the middle of July 2013, the plant had a record production month in August, but throughput in September was reduced whilst the RHF end wall was repaired. Since then, October set a new record for EAFD treated, 11,800 tonnes which enabled us to sell 2,963 tonnes of zinc in concentrate to Korea Zinc, at which level the project generated a modest positive EBITDA for the month.
Now that the two major problems (heat exchangers and blockages) have been addressed, the ramp-up has regained momentum. KRP's availability in October was above 92 per cent. and the recovery is averaging about 89 per cent. The emphasis is currently on gradually increasing the current feed rate (79 per cent. of target) while maintaining recovery. The initial throughput target (175,000 tonnes of EAFD per annum) should be achieved at the year end, with full production (200,000 tonnes of EAFD per annum) being reached after debottlenecking has been completed.
The zinc grade in KRP's feed is higher than expected, but the iron grade is lower. Consequently, the grade of iron in the iron product is less than expected, which reduces its attractiveness to the steel mills. The Company has decided, therefore, to reduce the target price from $60 to approximately $30 per tonne and is currently exploring other markets for this material. In addition, before full target zinc recovery is reached, a higher proportion of the zinc and other volatile elements remain in the iron product, effectively diluting the grade of the iron, to the extent that it becomes unattractive to the steel mills. When the recovery of zinc is improved, the iron grade and metallisation will improve as well, enabling the commercial testing in Korea to proceed.
At KRP, the original development plan foresaw the construction of an iron melter on site to produce pig iron and a slag that could be used in the cement industry. At a lower product value, the installation of our own melter becomes increasingly attractive and this concept is being re-evaluated.
A recent financial review has shown that, compared to previous estimates, operating costs have increased but that this is largely offset by higher zinc grade in the feed and zinc concentrate and the improved zinc smelter treatment charge. The EBITDA of the operation when in full production, assuming target availability, recovery rate and feed rate, is expected to reach approximately $18 million per annum at a zinc price of $1,900 per tonne and $28 million per annum at a zinc price of $2,250 per tonne. The current zinc price as at 7 November 2013 is $1,868 per tonne. The market analysts covering the zinc sector continue to talk of a shortage of zinc due to mine closures in the next twelve to eighteen months.
The rotary hearth furnace makes intermediate products that are used to feed processes that then produce industrial raw materials, metallic zinc and steel. Testwork has demonstrated that these intermediate products could, alternatively, be upgraded to produce industrial quality zinc oxide, pig iron and a slag suitable for sale to the cement industry. Such upgrading activities could be undertaken by ZincOx as part of an expanded rotary hearth furnace operation and would have the potential to double the revenues and enhance overall project returns.
The IFC
The Company has been in discussions with the IFC for more than a year and very recently the IFC made a decision to invest following technical, environmental and corporate governance due diligence. In order to comply with the IFC's governance policy, the roles of CEO and Chairman will be split.
As part of the arrangements with the IFC, the Company has entered into a Corporate Undertaking and Policy Agreement with the IFC which, inter alia, requires the Company to:
a) comply with strict corporate governance guidelines including a requirement to split the roles of CEO and Chairman;
b) permit the IFC to nominate a non-executive director to the board, provided it holds in excess of 10 per cent. of the Company's issued share capital;
c) offer the IFC the right to be included and to follow its rights in any future fund raising; and
d) comply with the IFC's requirements on environmental protection.
The opportunity to bring the IFC into the Company's shareholder register greatly enhances the Company's strength for the roll-out of the technology in Thailand, Turkey and Russia.
The Open Offer
The Company is aware that most private Shareholders are not able to take part in a Placing. For this reason, the Board has decided to make an Open Offer so that all Shareholders have an opportunity to participate at the same Issue Price as investors under the Subscription and the Placing.
3. Current trading and prospects
The adjusted Group loss after tax, attributable to Shareholders of the Company, was US$14.0 million for the six months to 30 June 2013 (six month period to 30 June 2012: adjusted loss of US$8.4 million and for the full year to 31 December 2012 adjusted loss was US$22.8 million). This represents an adjusted loss per ordinary share for the six months to 30 June 2013 of 13.49 cents (six month period to June 2012: adjusted loss per share 9.38 cents and for the full year to December 2012: adjusted loss per share 25.21 cents).
The Group revenue includes sales of zinc oxide from KRP totalling US$13.8 million in the six months to 30 June 2013 (period to 30 June 2012: US$0.5 million, year to 31 December 2012: US$9.7 million). The revenue for the Group improved by 47% for the six months to 30 June 2013 compared to the second half of 2012. It is worth noting that the zinc price fluctuated in the period within the range of US$1,829 per tonne of zinc to US$2,129. The market analysts covering the zinc sector continue to talk of a shortage of zinc due to mine closures in the next 12 to 18 months. The London Metal Exchange global inventory of zinc fell from 1,220,725 tonnes at the start of January to 1,017,975 tonnes on 7 November 2013.
4. Details of the Subscription, the Placing and the Open Offer
The Subscription and the Placing
Pursuant to the Subscription Agreement, the IFC have conditionally agreed to subscribe for the Subscription Shares at a total Subscription price of US$4,000,00 and a price of 15.5 pence per Subscription Share. They will subscribe for up to 16,130,000 New Ordinary Shares, with the exact number being determined one Business Day prior to Admission, when the then applicable exchange rate will be applied to the total Subscription price to determine its equivalent Sterling amount. Figures used in this Announcement therefore assume that the IFC subscribe for 16,130,000 new Ordinary Shares. The total Subscription price will be divided by the price per Subscription Share to determine the number of Subscription Shares to be issued to the IFC. The number of Subscription Shares will be rounded down to the nearest whole number, as appropriate. The Subscription is conditional, inter alia, on the passing of the Resolutions and the Subscription Agreement and the Placing and Open Offer Agreement becoming unconditional in all respects.
Pursuant to the Placing and Open Offer Agreement, the Joint Brokers have conditionally placed the Placing Shares with placees at a price of 15.5 pence per Placing Share to raise approximately GBP1.94 million (approximately US$3.10 million) before expenses. The Placing is conditional, inter alia, on the passing of the Resolutions, the Placing and Open Offer Agreement and the Subscription Agreement becoming unconditional in all respects, and Admission occurring on or before 3 December 2013 (or such later date as may be agreed).
The terms and conditions applicable to the Placing are set out in the Placing and Open Offer Agreement. The Joint Brokers have agreed to use their reasonable endeavours to procure placees for the Placing Shares. The obligations of the parties are conditional as described above. The Placing and Open Offer Agreement contains certain warranties given by the Company concerning the accuracy of information given in this document and other matters relating to the Company and its business. The Company has also agreed to indemnify the Joint Brokers against all losses, costs, charges and expenses which the Joint Brokers may suffer or incur as a result of, occasioned by or attributable to the carrying out of their duties under the Placing and Open Offer Agreement.
The Issue Price represents a discount of 1.59 per cent. to the closing mid-market price of an Existing Ordinary Share of 15.75 pence on 11 November 2013 (being the last practicable date prior to the publication of the Announcement). The Subscription Shares and the Placing Shares will represent approximately 27.7 per cent. of the issued share capital of the Company prior to the issue of the Subscription Shares, the Placing Shares and the Open Offer Shares.
The Open Offer
Pursuant to the Placing and Open Offer Agreement, the Open Offer is for up to 7,390,479 Open Offer Shares at the Issue Price (being the same as the Issue Price for the Subscription and the Placing) to raise up to approximately GBP1.15 million (before expenses). Only Qualifying Shareholders on the Company's register of members as at the Record Date may participate in the Open Offer.
Subject to the fulfilment of the terms and conditions, details of which are set out in the Circular, Qualifying Shareholders are being given the opportunity to apply for Open Offer Shares at a price of 15.5 pence per Open Offer Share, free of expenses, payable in full, in cash on application, on the basis of:
1 Open Offer Share for every 14 Existing Ordinary Shares
registered in the name of each Qualifying Shareholder at the Record Date and so in proportion for any other number of Ordinary Shares then held.
Qualifying Shareholders may apply for more or less Open Offer Shares than they are entitled to under the Open Offer and applications in excess of the Open Offer entitlements will be dealt with under the Excess Application Facility. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take-up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.
The Open Offer is conditional, amongst other things, upon Admission of the Subscription Shares, the Placing Shares and the Open Offer Shares becoming effective by not later than 8:00 a.m. on 2 December 2013. Accordingly, if such conditions are not satisfied, or, if applicable, waived, the Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.
The Subscription, the Placing and the Open Offer are interconditional and are all conditional on Admission.
Application will be made to the London Stock Exchange for the Subscription Shares, the Placing Shares and the Open Offer Shares to be admitted to trading on AIM conditional on the Resolutions being passed at the General Meeting. The Subscription Shares, the Placing Shares and the Open Offer Shares are expected to be admitted to AIM and commence trading at 8:00 a.m. on 2 December 2013.
5. Use of proceeds
As at 8 November 2013, the Company had cash holdings of approximately GBP0.51 million (approximately US$0.82 million), excluding any cash held by KRP. It is anticipated that the funds raised will be used by the Company in the following ways:
-- approximately GBP0.625 million (approximately $1.0 million) to fund the final stages and improvements to KRP;
-- approximately GBP1.88 million (approximately $3.0 million) to provide working capital for the Company; and
-- the balance of the net proceeds (between approximately GBP1 million to GBP3 million or $1.6 million to $4.8 million) will be used to continue pursuing the Company's projects in Thailand, Turkey and Russia.
6. Reasons for and details of the Capital Reorganisation
The Company's Existing Issued Share Capital consists of 103,466,716 Existing Ordinary Shares which are currently in issue and credited as fully paid up.
The New Ordinary Shares proposed to be issued pursuant to the Subscription, the Placing and the Open Offer are proposed to be issued at an Issue Price, which represents a discount of 1.59 per cent. to the closing mid-market price of an Existing Ordinary Share of 15.75 pence on 11 November 2013 (being the last practicable date prior to the publication of this Announcement).
Under the provisions of section 580 of the Companies Act, the Company may not allot shares at a price which is less than the nominal value of those shares. To enable the Company to proceed with the Subscription, the Placing and the Open Offer, the Company's Existing Ordinary Shares will therefore need to be sub-divided and re-designated as described below and in the Notice of the General Meeting at the end of the Circular.
Details of the Capital Reorganisation
Pursuant to the Capital Reorganisation, it is proposed that each Existing Ordinary Share with a nominal value of 25 pence be sub-divided and re-designated into one New Ordinary Share of 1 penny and one Deferred Share of 24 pence. The Capital Reorganisation Record Date is 5:30 p.m. on 29 November 2013. Immediately following the Capital Reorganisation, every Shareholder will hold one New Ordinary Share and one Deferred Share for every Existing Ordinary Share held by them. A Shareholder's pro rata entitlement to Ordinary Shares will not be affected by such subdivision and redesignation. The Capital Reorganisation should not affect the market value of a Shareholder's aggregate holding of the Existing Ordinary Shares in the Company.
It is proposed that each New Ordinary Share will carry the same rights in all respects as each Existing Ordinary Share does at present, including the rights in respect of voting and the entitlement to receive dividends. Each Deferred Share will have very limited rights and will effectively be valueless. Such shares will have no voting rights, no rights to receive dividends and will have only very limited rights on a return of capital. The Deferred Shares will not be admitted to trading on AIM or listed on any other stock exchange and will not be freely transferable.
Amendments to the Existing Articles
As part of the Capital Reorganisation, the Company proposes to make consequential amendments to its Existing Articles to include provisions in respect of the Deferred Shares.
The Capital Reorganisation is conditional on the approval of the Shareholders at the General Meeting. Your Board asks that you vote in favour of the Resolutions to be proposed at the General Meeting to enable the Company to proceed with the Capital Reorganisation, the Subscription, the Placing and the Open Offer.
7. Directors' participation in the Placing
The Directors whose names are listed below have expressed their intention to subscribe for the following numbers of the New Ordinary Shares as part of the Placing:
Hot Features
Premium
No. of Placing Shares
Name of the Director
----------------------- ----------------------
Andrew Woollett 400,000
Rod Beddows 400,000
Gautam Dalal 160,000
The interests (all of which are beneficial unless otherwise stated) of the Directors and their immediate families and the persons connected with them (within the meaning of section 252 of the Companies Act) in the issued share capital of the Company or the existence of which could, with reasonable diligence, be ascertained by any Director as at the date of this document and as expected to be immediately following Admission are as follows:
As at the date of this document Immediately following Admission
---------------------------------------------------- ----------------------------------------------
No. of New
Ordinary Shares
No. of Existing % of Existing No. of New % of Enlarged over which
Ordinary Issued Share Ordinary Issued Share options are
Name Shares Capital Shares Capital granted
Andrew Woollett 3,773,643 3.65 4,173,643 2.99 1,415,854
Rod Beddows 122,500 0.12 522,500 0.37 0
Gautam Dalal 400,000 0.39 560,000 0.40 0
71,445 0.07 71,445 0.05 700,000
Jacques Dewalens
Simon Hall 85,000 0.08 85,000 0.06 931,318
------------------ ---------------- -------------- ----------- -------------- -----------------
8. General Meeting
The Company will shortly be posting the Circular to Shareholders attaching a notice convening a General Meeting to be held at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS at 10:30 a.m. on 29 November 2013, to consider and, if thought appropriate, pass the Resolutions which will also be available on the Company's web-site at www.zincox.com. Qualifying shareholders will also receive an application form for the Open Offer.
Shareholders should be aware that if all of the Resolutions are not approved by Shareholders at the General Meeting, the Company will not be able to complete the Capital Reorganisation, the Subscription, the Placing and/or the Open Offer and will therefore be required to seek alternative sources of finance which may or may not be forthcoming.
9. Timetable
Record Date for entitlement under the 5:30 p.m. on 8 November
Open Offer 2013
Ex-entitlement date for the Open Offer 12 November 2013
Publication of the Circular, the Application 12 November 2013
Form and the Form of Proxy
Open Offer Entitlements credited to stock 13 November 2013
accounts of Qualifying CREST Holders
into CREST
Recommended latest time for requesting 4:30 p.m. on 21 November
withdrawal of Open Offer Entitlements 2013
and Excess CREST Open Offer Entitlements
from CREST
Recommended latest time for depositing 3:00 p.m. on 22 November
Open Offer Entitlements and Excess CREST 2013
Open Offer Entitlements into CREST
Recommended latest time and date for 3:00 p.m. on 25 November
splitting of Application Forms 2013
Latest time and date for receipt of Forms 10:30 a.m. on 27 November
of Proxy 2013
Latest time and date for receipt of applications 11:00 a.m. on 27 November
by Qualifying Ordinary Shareholders and 2013
Qualifying CREST Holders under the Open
Offer
Announcement of the Results of the Open 29 November 2013
Offer
General Meeting 10:30 a.m. on 29 November
2013
Admission and commencement of dealings 8:00 a.m. on 2 December2013
in the Subscription Shares, the Placing
Shares and the Open Offer Shares
Expected date for crediting of the Subscription 2 December 2013
Shares, the Placing Shares and the Open
Offer Shares issued to CREST stock accounts
in uncertificated form
Expected date for despatch of definitive by 11 December 2013
share certificates (where applicable)
The dates and times set out below are based on the Company's current expectations and may be subject to change. References to times in this announcement are to London times, unless otherwise stated.
10. Definitions
The following definitions apply throughout this Announcement, unless otherwise stated herein:
the admission of the Subscription Shares, the
"Admission" Placing Shares and the Open Offer Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
"AIM"
a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange governing the admission
to, and the operation of, AIM
"Application Form" the application form which will accompany the
Circular to be used by Qualifying Ordinary
Shareholders in connection with the Open Offer
"Announcement" this announcement
"Articles" the Existing Articles or the Amended Articles,
as the context requires
"Basic Entitlement" the total Open Offer Entitlement per Qualifying
Shareholder
"Board of Directors", the directors of the Company as at the date
"Board" or "Directors" of the Circular
Business Day(s)" any day on which banks in London are open for
business (excluding Saturdays, Sundays and
public holidays)
"Capital Reorganisation" the proposed sub-division and re-designation
of the Company's Existing Ordinary Shares,
details of which will be set out in the Circular,
to be effected by the passing of the Resolutions
"Capital Reorganisation the close of business in London on 29 November
Record Date" 2013
"Circular" a circular concerning the Proposals and containing
the Notice, to be dispatched to the Shareholders
on or about the date of this Announcement
"Companies Act" the Companies Act 2006, as amended
"Company" or "ZincOx" ZincOx Resources plc
"CREST" the computerised settlement system (as defined
in the Regulations) operated by Euroclear which
facilitates the transfer of title to shares
in uncertificated form
"Deferred Share(s)" the new deferred shares of 24 pence each in
the capital of the Company arising from the
Capital Reorganisation and having the rights
set out in the Amended Articles
"EAFD" Electric Arc Furnace Dust
"EBITDA" Earnings before interest, tax, depreciation
and amortisation
"enabled for settlement" in relation to Open Offer Entitlements, enabled
for the limited purpose of settlement of claim
transactions and unmatched stock event transactions
(each as described in the CREST Manual issued
by Euroclear)
"Enlarged Issued the issued ordinary share capital of the Company
Share Capital" following the Capital Reorganisation, the issue
of the Subscription Shares, the Placing Shares
and the Open Offer Shares, but excluding any
Deferred Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess CREST Open in respect of Qualifying CREST Holders, the
Offer Entitlements" entitlement to apply for Open Offer Shares
in addition to their Open Offer Entitlement
credited to his stock account in CREST under
the Excess Application Facility, subject to
the terms and conditions of the Open Offer
"Excess Shares" New Ordinary Shares in addition to the Open
Offer Entitlement for which Qualifying Shareholders
may apply under the Excess Application Facility
"Excess Application to the extent that the Open Offer Entitlements
Facility" to Open Offer Shares are not subscribed for
in full by Qualifying Shareholders, the facility
for Qualifying Shareholders to apply for additional
Open Offer Shares over and above their Open
Offer Entitlements, subject to the terms and
conditions
"Existing Articles" the articles of association of the Company
as at the date of the Circular
"Existing Issued the 103,466,716 Existing Ordinary Shares in
Share Capital" issue at the date of the Circular
"Existing Ordinary the issued ordinary shares of 25 pence each
Share(s)" in the capital of the Company at the date of
the Circular
"FCA" the Financial Conduct Authority of the United
Kingdom
"finnCap" finnCap Ltd, the Company's Joint Broker, a
company incorporated in England and Wales with
registered number 06198898, whose registered
office is at 60 New Broad Street, London EC2M
1JJ
"Form of Proxy" the form of proxy which accompanies the Circular
for use in connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company to be held
at 10:30 a.m. on 29 November 2013, notice of
which is set out at the end of the Circular
"Group" the Company and its subsidiaries and subsidiary
and associated undertakings at the date of
the Circular
"IFC" the International Finance Corporation
"Issue Price" 15.5 pence per Subscription Share, Placing
Share or Open Offer Share, as the context requires
"Joint Brokers" Peel Hunt and finnCap
"KRP" the Korean Recycling Plant
"London Stock Exchange" London Stock Exchange PLC
"Member Account the identification code or number attached
ID" to any member account in CREST
"Money Laundering the Money Laundering Regulations 2007 and obligations
Regulations" in connection with money laundering under the
Criminal Justice Act 1993 and the Proceeds
of Crime Act 2002
"New Ordinary Share(s)" the new ordinary shares of 1 penny each in
the capital of the Company arising from the
Capital Reorganisation and/or to be issued
pursuant to the Subscription, the Placing and/or
the Open Offer, as the context requires
"Notice" the notice convening the General Meeting which
is set out at the end of the Circular
"Official List" the Official List maintained by the United
Kingdom Listing Authority
"Open Offer" the invitation to Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue
Price on the terms and subject to the conditions
set out or referred to in Part IV of the Circular
and, where relevant, the Application Form
"Open Offer Entitlement" the pro rata basic entitlement for Qualifying
Shareholders to subscribe for 1 Open Offer
Share for every 14 Existing Ordinary Shares
held on the Record Date pursuant to the Open
Offer
"Open Offer Share(s)" the 7,390,479 New Ordinary Shares to be issued
in the capital of the Company to Qualifying
Shareholders pursuant to the Open Offer
"Ordinary Share(s)" the Existing Ordinary Shares or the New Ordinary
Shares, as the context requires
"Overseas Shareholder(s)" Shareholders who are resident in, or who are
citizens of, or have registered addresses in,
territories other than the United Kingdom
"Peel Hunt" Peel Hunt LLP, the Company's nominated adviser
and Joint Broker, a limited liability partnership
incorporated in England and Wales with registered
number 0C357088, whose registered office is
at 120 London Wall London EC2Y 5ET
"Placing" the conditional placing of the Placing Shares
at the Issue Price by the Joint Brokers on
behalf of the Company
"Placing and Open the conditional placing and open offer agreement
Offer Agreement" dated 11 November 2013 between the Company
and the Joint Brokers
"Placing Shares" the 12,530,160 New Ordinary Shares to be issued
in the capital of the Company pursuant to the
Placing
"Proposals" the Capital Reorganisation, the Subscription,
the Placing, the Open Offer and the additional
authorities set out in the Resolutions
"Qualifying CREST holders of Ordinary Shares in uncertificated
Holder(s)" form on the register of members of the Company
at the close of business on the Record Date
"Qualifying Ordinary holders of Ordinary Shares in certificated
Shareholder(s)" form on the register of members of the Company
at the close of business on the Record Date
"Qualifying Shareholders" Qualifying Ordinary Shareholders and Qualifying
CREST Holders (other than certain Overseas
Shareholders)
"Record Date" the close of business in London on 8 November
2013
"Receiving Agent" Capita Asset Services, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU
"Registrar" Capita Asset Services, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU
"Regulations" the Uncertificated Securities Regulations 2001
(SI 2001/3755), as amended from time to time
"Regulation S" Regulation S under the Securities Act
"Regulatory Information as such term is defined in the AIM Rules
Service"
"Resolutions" the resolutions to be proposed at the General
Meeting which are set out in the Notice
"Restricted Jurisdiction(s)" the United States of America, Canada, Australia,
the Republic of South Africa, Japan, New Zealand
and/or Russia
"Securities Act" the U.S. Securities Act of 1933, as amended
"Shareholder(s)" holder(s) of Ordinary Share(s) from time to
time
"stock account" an account within a member account in CREST
to which a holding of a particular share or
other security in CREST is credited
"Subscription" the conditional subscription by the IFC to
the Subscription Shares at the Issue Price
"Subscription Agreement" the conditional subscription agreement dated
11 November 2013 between the Company and the
IFC
"Subscription Shares" the New Ordinary Shares to be issued to the
IFC pursuant to the Subscription Agreement
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland, its territories and possession, and
all areas subject to its jurisdiction
A reference to "GBP" is to pounds sterling, the lawful currency of the UK.
A reference to "United States Dollars" or "US$" is to United States dollars, the lawful currency of the United States of America.
A reference to "EUR", "EUR" or "Euro" is to currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as nominated adviser and joint broker and no one else (including the recipients of this document) in connection with the Subscription, the Placing and/or the Open Offer described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt LLP or for advising any other person in connection with the matters described in this document. Peel Hunt LLP makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this document, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any of the other matters described in this document and, accordingly, to the fullest extent permitted by law disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this document or any other statement.
finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as joint broker and no one else (including the recipients of this document) in connection with the Subscription, the Placing and/or the Open Offer described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of finnCap Ltd, or for advising any other person in connection with the matters described in this document. finnCap Ltd makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this document, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any of the other matters described in this document and, accordingly, to the fullest extent permitted by law disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this document or any other statement.
Important information
The distribution of this announcement, the Circular or any accompanying documents outside the UK may be restricted by law. Persons outside the UK who come into possession of these documents should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions. This document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe or buy, the Subscription Shares, the Placing Shares or the Open Offer Shares to any person in any Restricted Jurisdiction. In particular, this document is not for distribution in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia. Accordingly, the Subscription Shares, the Placing Shares and/or the Open Offer Shares may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, The Republic of South Africa, Japan, New Zealand or Russia. The Subscription Shares, the Placing Shares and/or the Open Offer Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, Canada, Australia, the Republic of South Africa, Japan, New Zealand or Russia and they may not be offered or sold directly or indirectly within those Restricted Jurisdictions or to or for the account or benefit of any national, citizen or resident of such jurisdictions.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UK Listing Authority have examined or approved the contents of this document. The AIM Rules are less demanding than those of the Official List of the UK Listing Authority.
The directors of the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors (who have taken reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Unless otherwise stated, an exchange rate of GBP1:US$1.6 has been used throughout this document, which is based on the exchange rate prevailing on 11 November 2013, being the last practicable date prior to the date of the Announcement.
Forward-looking statements
Certain statements contained in this document are or may constitute "forward-looking statements". These statements may be identified by words such as "expects", "looks forward to", "anticipates", "targets", "aims", "may", "would", "could", "intends", "plans", "believes", "seeks", "estimates", "will", "project" or words of similar meaning. They include all matters that are not historical facts. Such statements are based on the current expectations and certain assumptions of the Directors, and are, therefore, subject to certain risks and uncertainties. Forward-looking statements are not guarantees of future performance and a number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements in this document speak only as of the date of this document. Except as required by law, the Company disclaims any obligation to update any such forward-looking statements to reflect future events or developments.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUAROROUAAAUA
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