RNS Number : 1763O
Constance Iron Limited
30 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT WOULD
BE UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
This announcement is not a prospectus and not an offer of shares
for sale in any jurisdiction, including in or into Australia,
Canada, Japan or the United States.
The content of this promotion has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000. Reliance on this promotion for the purpose of
engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets
invested.
Neither this announcement, nor anything contained herein, nor
anything contained in the Registration Document referred to herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction. Investors
should not subscribe for or purchase any shares referred to in this
announcement or in the Registration Document except solely on the
basis of the information contained in a prospectus in its final
form (together with any supplementary prospectus, if relevant, the
"Prospectus"), including the risk factors set out therein, that may
be published by Constance Iron Limited ( "Constance Iron" or the
"Company") in due course in connection with a possible placing of
ordinary shares in the capital of the Company (the "Shares") and
the possible admission of such Shares to the standard listing
segment of the Official List of the Financial Conduct Authority
(the "FCA") and to trading on the main market of London Stock
Exchange plc ("Admission"). A copy of any Prospectus published by
the Company will, if published, be available for inspection on the
Company's website at https://www.constanceiron.com, subject to
certain access restrictions.
30 January 2023
Constance Iron Limited
Announcement of Intention to Publish a Registration Document
and
Expected Intention to Float on the London Stock Exchange
Constance Iron Limited ("Constance Iron" or the "Company"),
whose principal activities will be the development and production
of predominantly magnetite iron ore projects in Australia,
announces that it is considering an initial public offering (the
"IPO" or the "Offer") and that it intends to publish today a
registration document (the "Registration Document"). Constance Iron
is considering applying for admission of the Shares to the standard
listing segment of the Official List of the FCA and to trading on
the Main Market of the London Stock Exchange ("Admission").
Constance Iron Highlights:
-- Constance Iron has a 65% net profit interest in the Norseman
Iron Ore Project (" Norseman "), Western Australia, through a
funding and offtake agreement, and a 100% interest in the Constance
Range Iron Ore Project (" Constance Range "), Queensland,
Australia.
-- The Norseman iron ore resource is predominantly magnetite,
recognised in the industry as "green iron ore" due to its lower
impurities and its exothermic reaction at the blast furnace stage
requiring lower fuel consumption than other iron ores, thus saving
energy, emissions, and costs for steel smelters.
-- Norseman has a number of advantages over other iron ore development projects, which include:
o Near-term production - According to management's best
estimates, expected to begin in FYQ1 2024 [1] (being calendar Q3
2023)
o Potential premium product - Norseman will initially produce
around a targeted 62-63% Fe fines product through the dry process,
and then a targeted 66% Fe product through a wet beneficiation
process. Magnetite ore benefits from, amongst other aspects, lower
impurities and exothermic properties, when compared to traditional
hematite ores.
o Existing infrastructure - Norseman is conveniently located in
proximity to critical infrastructure, including electricity, road,
rail and a deep-water port facility at Esperance for export to
prospective South-East Asian customers.
o Target customer base - MOUs being negotiated with identified
target customers.
-- The Company's directors believe that Norseman has an
opportunity for exploration upside through a planned pipeline of
exploration. The target ore body is more than 27kms of strike
length covered over a width of 1.8kms. The Norseman Competent
Person's Report ("CPR"), by HGS Australia, has identified :
o The Norseman Iron Ore Project to have an exploration potential
of between 362 - 938 million tonnes magnetite, at an average global
resource grade of 35% Fe;
o Given the 35% head grade and Davis Tube Recovery results from
the Norseman Iron Ore Project and adjacent projects as well as
anticipated production grades from other magnetite projects in
Australia, in the opinion of the Company the Norseman Iron Ore
Project is capable of producing up to 66% Fe high-grade concentrate
via a wet beneficiation process. The Norseman Iron Ore Project's
life of mine has been modelled out to an estimated 30 years on the
current resource.
-- Constance Range is an iron ore project 100% owned by the
Company and situated northwest of Mount Isa in Queensland,
Australia. The project, previously explored by BHP, has a
previously categorised JORC 2004 "Inferred Resource" of approx.
6.1mt at 39.9% Fe (Deposit D) and approx. 236mt at 53.2% Fe
(Deposit A), of which approx. 11.4mt is considered Direct Shipping
Ore (DSO) with a 57.2% grade.
-- Constance Iron is led by Chief Executive Officer David
Mckenzie, with 30 years in the mining industry including senior
management positions at BHP and Rio Tinto. The Constance Iron Board
includes Adam Giles, Chairman, who was the 10(th) Chief Minister of
Australia's Northern Territory, and Non-Executive Directors Kenn
MacMillan (JB Were, Merrill Lynch, UBS Wealth Management),
Christopher Wellesley (UK investment banker), and Susan Prior (20
years' accounting experience, including her current appointment as
CFO of a natural resources company).
David Mckenzie, Chief Executive of Constance Iron, said:
"The IPO of Constance Iron on the London Stock Exchange provides
investors with exposure to a developer of targeted high-grade,
low-impurity magnetite iron ore, an essential component to the
production of 'Green Steel', which is necessary as the world
continues to develop and urbanise in an environment increasingly
seeking reduced emissions. Our proximity to existing infrastructure
and plan to use dry magnetic separation means that we have an
initial low-capex model with a short development timeline. We
believe that these advantages when combined with a product, for
which we expect there to be high global demand, will enable us to
generate returns for shareholders following the IPO."
For further information please contact:
Analyst and Media enquiries:
Bobby Morse/ Oonagh Reidy
Buchanan
Tel: +44 (0)20 7466 5000 or constance@buchanan.uk.com
Investor enquiries:
Robert Emmet
Optiva Securities Limited
Tel: +44 ( 0)20 3137 1902 or
Robert.Emmet@optivasecurities.com
Potential Fundraising Highlights:
Should Constance Iron proceed with an IPO, the current
expectation is that:
* There will be a placing of the Company's shares by
Optiva Securities Limited ("Optiva") that will become
unconditional upon Admission. The Company is
targeting to raise gross proceeds of at least GBP60
million.
* The net proceeds of the placing (if any) will be
primarily utilised to fund the exploration and
development to production of the Norseman Iron Ore
Project and exploration of the Constance Range Iron
Ore Project.
* The details of the placing, together with any changes
to the Company's corporate governance arrangements
and any material developments subsequent to the
publication of the Registration Document will be
disclosed in the Prospectus, if and when published.
A copy of the Registration Document will be uploaded to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism once
approved by the FCA. A copy of the Registration Document will also
be available online at https://www.constanceiron.com, subject to
certain access restrictions.
Investment Highlights:
A. Iron Ore Market
Iron ore is the fourth most abundant element in the earth's
crust, making up 5%, but the zones in which high-quality and
economical quantities exist are finite. Western Australia and
Queensland, as states of Australia, are globally recognised as
environments that are safe and conducive for mining to thrive.
According to 2020 OEC data, iron ore was the 13(th) most traded
product, with a total trade of US$141 billion. Australia is the
largest exporter of iron ore globally with a 56.4% market share in
2020 valued at US$79.6 billion. China was the world's largest
importer in 2020, importing US$99 billion, or 70.2% of the market.
Japan, South Korea, Malaysia and Singapore complete the top five
importers with a combined share, with China, of 83.5% of the
world's iron ore market.
The primary use of iron ore is in the production of steel. Steel
being a critical resource required across a multitude of industries
such as construction, transport, home appliances, and
infrastructure, such as wind turbines. As a result, the price of
iron ore is high; in 2021 the price of 62% Fe dry metric ton units
averaged at USA$160. Although the price weakened in 2022, the
average daily price for 2022 remained high, at USA$121.48/t, which
is still above the historical 10-year average of USA$97.40/t for
62% fines CFR.
It is important to appreciate that iron ores can form from
several different minerals but the most common are hematite and
magnetite. Historically, miners have targeted production of
hematite due to its naturally high grades, which required limited
processing, resulting in a low-cost product referred to as direct
shipping ore (DSO). However, the primary issue with hematite is
that it carries a lot of impurities requiring high levels of coking
coal in which to produce a quality steel product.
Hematite
Hematite is currently a favoured iron ore due to naturally high
grades enabling DSO with minimal processing. However, the quality
of DSO has declined over time as orebodies are exhausted and
replacements remain undiscovered.
Magnetite
Magnetite is a relatively low-grade ore body that, unlike
hematite, is very well suited to beneficiating (processing) through
a dry-magnetic or wet beneficiation process to upgrade the ore into
a saleable product. While the cost of processing is higher, the
final product is of a higher purity than hematite DSO, despite
similar Fe content, and commands a higher price in the market. This
is due to higher purity products requiring less metallurgical coal
to process, thus reducing emissions, and improving margins for
steel mills.
B. Company Strategy
Due to the skill set of the Board and the Company's advisers,
the strategy has been to acquire discrete, viable projects near
operating or planned processing facilities. Today Constance Iron
boasts a diverse portfolio of iron ore project areas, within the
North Queensland region and in the Norseman region of Western
Australia. The primary strategy will now pivot to developing
production at the Norseman Project to fund further exploration at
Norseman and Constance Range.
Initially, the Company's immediate strategy is to bring the
Norseman Iron Ore Project to production via a dry magnetic
separation process. The requirements to achieve this critical
milestone will begin in Q3 FY23 with geological mapping, resource
drilling, logistics upgrades, pit design and engineering, and the
purchase and construction of the dry magnetic separators. The
commissioning of the dry magnetic separation plant is estimated to
occur in Q4 FY23, followed by initial open pit mining production in
Q1 FY24, and will be the beneficiation method for the first 3 years
of production. Over that 3-year period, management are targeting an
average annual production rate of between 700k to 750k tonnes per
annum of a targeted 62-63% Fe fines product with an estimated total
cost of A$66/t. The timeline for this strategy of enabling early
production provides an opportunity for the Company to generate
initial cash flows within 12 months following admission on the
LSE.
Stage 2 at the Norseman Iron Ore Project, which will run in
conjunction with Stage 1, will be the approval, engineering,
design, and commissioning of a wet beneficiation plant. In the
opinion of the Company, the wet plant is capable of producing a
high-grade iron ore concentrate with a targeted grade of up to 66%
Fe and capacity is estimated to be 2-3mt/pa. Despite an estimated
A$150-A$180m capex and higher processing cost of an approx. A$83/t,
the product will normally command a premium in the marketplace. As
a comparison, in FY22 (year end March 31, 2022) Champion Iron Ltd
(ASX:CIA) produced a 66.2% Fe iron ore concentrate which sold for
USA$181.1/dmt. This compares to the average 62% Fe Platts price of
US$153.6/t over the same period.
Continually, in parallel with activities at the Norseman
Project, the Company will initiate a new drilling program at the
Constance Range Iron Ore Project to bring the mineral resource to
JORC 2012 compliance. This is the first step in a long-term goal of
developing the asset to production.
Key dependencies of the business model outlined above
include:
-- successful completion of the Placing;
-- the achievement of technical and commercial success of its exploration programme;
-- grant of mining licenses to the Company pursuant to the
Tenement Applications at Constance Range; and
-- all necessary licences and regulatory approvals being secured and maintained.
C. Norseman Iron Ore Project Funding and Offtake Agreement (65%
Economic Interest)
In January 2022, Constance Iron signed a non-binding Heads of
Agreement with Central Norseman Gold Corporation and Pangolin
Resources in relation to an off-take arrangement and funding for
its iron ore at the Norseman Project. Following this, in June 2022
a binding long-form agreement (the "Norseman Agreement") and, in
December 2022, a related side letter, were signed between the same
parties. Key terms and details of the agreement include:
1. Offtake terms:
a. Constance to purchase the first 400 million drilled metric
tonnes of Iron Ore mined (comprising 5 tranches);
b. On or shortly following Constance Iron's Shares being
accepted to the Official List and to trading on the Main Market of
the London Stock Exchange, it will prepay the sellers under the
Norseman Agreement (the "Tulla Parties") A$20 million cash and
issue GBP7.5 million in Constance Iron Shares at the IPO issue
price to the Tulla Parties (or their nominee) for the right to
acquire an initial tranche of 200 million metric dry tonnes of iron
ore (on a non-refundable basis). Thereafter, if and to the extent
mineral reserves in excess of these 200 million tonnes are
identified, Constance Iron will prepay for up to a further 4
tranches of 50 million tonne (in cash or equity in Constance at the
option of Central Norseman Gold Corporation Pty Ltd and Pangolin
Resources Pty Ltd) based on an agreed price per metric tonne
(varying between A$0.25 and A$0.45) ("Base Quantity");
c. In addition to the prepaid tranches in respect of the Base
Quantity, if and when such tonnages are mined and delivered to
Constance Iron, Constance Iron will pay additional deferred
consideration to the Tulla Parties in respect of such tonnages
(calculated at an amount of 35% of the net proceeds of the on-sale
of such product); and
d. Within the first 10 years, if and to the extent reserves are
in excess of the Base Quantity are identified, Constance Iron has
the right to purchase additional quantities of Iron Ore in tranches
of 50 million tonnes at a price to be determined at the time
("Additional Quantities"). In addition to this prepayment, if and
when such Additional Quantities are mined and delivered to
Constance Iron, Constance Iron must pay deferred consideration to
the Tulla Parties in respect of such Additional Quantities
(calculated at an amount of 35% of the net proceeds of the on-sale
of such product unless the Tulla Parties elect not to contribute
funding in which case it will be at 10% of the net proceeds). After
this 10-year period, Constance Iron's right to purchase Additional
Quantities is subject to the agreement of the Parties.
2. Funding:
a. Constance Iron is obliged to fund the first A$42 million of
costs incurred in respect of the exploration, development, mining,
and treatment of product within the first 4 years; and
b. Otherwise, Constance Iron generally bears 65% of the costs
incurred in respect of the exploration, development, mining,
treatment of product and rehabilitation.
3. Option:
a. Within the first 10 years, if and to the extent reserves in
excess of the Base Quantity and any Additional Quantities are
identified, Constance Iron has an option to purchase all JORC
categories of Iron Ore as stated in the JORC Code in excess of the
Base Quantity and any Additional Quantities acquired by Constance
Iron ("Excess Iron Ore").
b. The upfront consideration payable for the Excess Iron Ore is
determined by a valuer (and is payable, at the election of the
Tulla Parties, in cash or equity in Constance Iron). In addition to
the upfront consideration for the Excess Iron Ore, when such
tonnages are mined and delivered to Constance Iron, Constance Iron
will pay additional deferred consideration to the Tulla Parties in
respect of the Excess Iron Ore (calculated at an amount of 2.5% of
the gross revenue in respect of the on-sale of such product). After
this 10-year period, Constance Iron's right to purchase Excess Iron
Ore is subject to the agreement of the Parties.
c. On and from the date that Constance Iron exercises the option
(or, in the event the option is exercised after the 10-year period
and the Tulla Parties accept Constance Iron's election) to purchase
mined Excess Iron Ore, it generally bears 100% of the costs
incurred in respect of the exploration, development, mining,
treatment of product and rehabilitation.
4. Project Contractor:
a. Under the Agreement the Tulla Parties have appointed
Constance Iron as the 'Project Contractor' generally responsible
for managing the day-to-day exploration, development, mining,
treatment and rehabilitation activities of the Norseman iron ore
project in accordance with the mineral rights deed which governs
the rights and obligations of the Tulla Parties in connection with
the Industrial Mineral Rights on the Norseman Tenements. The Tulla
Parties have the right to remove Constance Iron from this role in
prescribed circumstances (e.g. material unremedied breach of its
obligations).
D.
Directors
Adam Giles, Non-Executive Chairman (aged 49)
Adam was the 10th Chief Minister of Australia's Northern
Territory and held parliamentary office from 2008 until 2016.
During his political career Adam held the portfolios of Chief
Minister, Treasury, Major Projects, Economic Development,
Indigenous Affairs, Transport and Infrastructure. Prior to
politics, Adam had a long career in developing regional economic
policy for the Australian Government including working as an
economic policy adviser in the Department of Prime Minister and
Cabinet. Adam is the current Chair of Australian Copper exploration
company Locksley Resources Ltd and an Independent Director of
Norcliffe Mining Services Ltd.
Adam was appointed as a director of the Company on 7 March
2019.
Christopher Wellesley, Non-Executive Director (aged 58)
Christopher is a highly experienced banking and capital markets
executive with the board and not-for-profit expertise, comprising
three decades of senior roles within tier-one institutions in
London and Hong Kong, working with clients in the resources, energy
and funds management sectors. In addition, Christopher has an
extensive network of senior, key relationships across the UK
capital markets as well as demonstrated capital raising, corporate
and financial markets expertise and a deep commitment and
involvement in a range of private philanthropic activities.
Christopher was appointed as a director of the Company on 1 July
2020.
Kenn MacMillan, Non-Executive Director (aged 54)
Kenn has over 30 years of financial services experience,
spanning across multiple blue-chip financial services companies
including JBWere and Merrill Lynch, where he headed up their
Australian Private Clients business. Following this Kenn joined UBS
Wealth Management in 2004 as head of its Sydney office and was
promoted to Managing Director in 2007. Kenn MacMillan founded
MacMillan Capital, an investment and corporate advice business in
January 2020. Kenn's career spans corporate advice, investment
advice and non-executive directorships and he has significant
experience managing financial services businesses and advising
professional investors and corporate clients on all aspects of
their businesses including raising capital, strategy and investment
across all asset classes.
Kenn was appointed as a director of the Company on 14 April
2021
Susan Prior, Non-Executive Director (aged 52)
Susan has more than 20 years' accounting experience and is
currently CFO of an oil & gas company. As a CFO she has
extensive experience in financial management including developing
monthly management reporting processes, integration and improvement
to finance functions, establishing internal control mechanisms and
financial governance, treasury management, tax structuring and
meeting regulatory obligations.
Susan has served as a CFO for oil and gas companies since 2015.
Earlier in her career, Susan was a Director of PwC in London and a
Partner at EY in New York, where her roles centred on cross-border
work with clients including carve-out transactions, acquisitions,
and capital raisings.
Susan was appointed as a director of the Company on 29 July
2022.
David McKenzie, Chief Executive Officer (aged 58)
David is an established mining professional with 30 years
industry experience across base metals and iron ore processing as
well as open pit mining operations. He has held senior management
and statutory positions with blue-chip natural resources companies
such as BHPB Cannington (ASX:BHP), and Rio Tinto West Angelas (ASX:
RIO).
David served as COO from 5 April 2021 until 30 September 2021,
from which point he has served as CEO (following the termination of
the previous CEO, Stephen Woodham). David was appointed and as an
executive director of the Company on 1 July 2022.
Company Secretary
Rajesh Padmanabhan, Company Secretary
Rajesh has more than 16 years' experience in the Australian
mining industry. He has held various senior management positions,
including Finance & Commercial Manager for Aditya Birla
Minerals at Mt Gordon Copper and Management & Project
Accountant for Barrick (Australia) Pty Ltd at Porgera Mine
Operations.
Important legal information
This announcement has been prepared by and is the sole
responsibility of Constance Iron, and has not been approved by
Optiva. Optiva is acting for Constance Iron and no one else and
will not be responsible for providing the protections afforded to
clients of Optiva or for providing advice in relation to the
proposed placing to any other person. Optiva can be contacted at
118 Piccadilly, London W1J 7NW.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Japan or the
United States (including its territories and possessions, any State
of the United States and the District of Columbia) or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form a part of any
offer to sell or issue, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities to any
person in Australia, Canada, Japan or the United States (including
its territories and possessions, any State of the United States and
the District of Columbia) or in any other jurisdiction. The Shares
have not been and will not be registered under the Securities Act,
or under the securities law of any state or other jurisdiction of
the United States, and may not be offered or sold in the United
States except pursuant to an 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. The possible placing
referred to herein has not been and will not be registered under
the applicable securities laws of Australia, Canada or Japan.
Subject to certain exceptions, the Shares referred to herein may
not be offered in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There has not been and will not be a
public offering of the Shares in Australia, Canada, Japan, the
United States or elsewhere.
In Australia, this announcement is being distributed only to,
and is directed only at, persons who are either: (A) a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act 2001 (Cth) ("Australian Corporations Act
2001") and, if applicable, have provided an accountant's
certificate in accordance with section 708(8)(c)(i) or (ii) of the
Australian Corporations Act 2001 and related regulations to the
Company before receiving this announcement; (B) a "professional
investor" within the meaning of section 708(11) of the Australian
Corporations Act 2001; or (C) a person associated with the Company
under section 708(12) of the Australian Corporations Act 2001. This
announcement does not constitute, or purport to include the
information required of a disclosure document under the Australian
Corporations Act 2001 and will not be lodged with the Australian
Securities and Investments Commission. In making an investment
decision, prospective investors must rely on their own examination
of the merits and risks involved. The Company is not licensed in
Australia to provide financial product advice in relation to the
Shares.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) are "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129) as it forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented; and (B) (i) are "investment professionals"
specified in Article 19(5) of the Financial Services and Markets
Act (Financial Promotion) Order 2005 (the "Order") or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order
or (iii) are other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). In member states of the European Economic Area
(the "EEA"), this announcement is addressed only to, and directed
only at, persons in who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation
((EU) 2017/1129) ("Qualified Investors"). This announcement must
not be acted on or relied on (i) in the United Kingdom, by persons
who are not Relevant Persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment or
investment activity to which this announcement relates is available
only to: (i) in the United Kingdom, Relevant Persons; and (ii) in
any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company and Optiva and their respective affiliates
as defined under Rule 501(b) of Regulation D under the Securities
Act ("affiliates"), expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
Any purchase of Shares in the possible placing should be made
solely on the basis of information contained in the Prospectus
which may be issued by the Company in connection with the possible
placing. The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus, if
published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. Neither this announcement, nor anything contained in
the Registration Document referred to herein, shall form the basis
of or constitute any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any Shares
or any other securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.
The Company may decide not to go ahead with the potential IPO
and there is therefore no guarantee that a Prospectus will be
published, the placing will complete or that Admission will occur.
You should not base any financial decision on this announcement.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
Neither this announcement, nor the Registration Document referred
to herein, constitutes a recommendation concerning the possible
placing. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of the possible placing for the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
Optiva or any of its respective affiliates or any of its or its
respective affiliates' directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
Optiva is acting exclusively for the Company and no one else in
connection with the possible placing. It will not regard any other
person (whether or not a recipient of this document) as its
respective clients in relation to the possible placing 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 possible placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement or in the Registration Document
referred to herein.
The Registration Document, which will be made available to the
public in accordance with the Prospectus Regulation Rules of the
FCA, has been prepared for the purpose of providing information on
the Company and may be combined with a securities note and summary
to form a Prospectus in accordance with the Prospectus Regulation
Rules of the FCA. However, the Registration Document, where not
combined with the securities note and summary to form a Prospectus
does not constitute a Prospectus, nor an offer or invitation to
sell or issue, or a solicitation of an offer or invitation to
purchase or subscribe for, any securities in the Company, in any
jurisdiction, including in Australia, the United States, Canada,
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
Optiva is authorised and regulated by the Financial Conduct
Authority in the United Kingdom.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained
the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial,
statistical, and operating information has been rounded. As a
result of the rounding, the totals of data presented in this
announcement may vary slightly from the actual arithmetic totals of
such data. Percentages in tables may have been rounded and
accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's
website is not incorporated by reference into, and do not form part
of, this announcement.
[1] Fiscal Year End June 30
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END
ITFUKVKROVUAUAR
(END) Dow Jones Newswires
January 30, 2023 02:00 ET (07:00 GMT)