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Results of Sirius Minerals open offer

Published by
World Fertilizer,


On 30 April, Sirius Minerals Plc announced the details of a firm placing and placing and open offer to raise gross proceeds of approximately US$425 million in connection with its stage 2 financing requirements.

The open offer closed for acceptances on 20 May 2019 in accordance with its terms and was oversubscribed. The company has therefore announced that it has received valid acceptances under the open offer in respect of 218 048 057 open offer shares representing 100% of the open offer shares available pursuant to the open offer.

Chris Fraser, managing director and CEO, said: “We are encouraged by the oversubscribed open offer, which underlines the strong equity market support for our comprehensive markets-led solution for stage 2 funding. Today’s result takes us another step closer to bringing POLY4 to the global agriculture industry and I would like to thank shareholders and partners for their continued support. We now turn our focus to delivering the next phase of the funding package, with planning for the high yield bond well underway.”

The firm placing and placing and open offer are conditional on, among other things:

  • The resolutions being passed at the general meeting or with the joint bookrunners’ written consent.
  • Admission becoming effective by not later than 8:00am on 23 May 2019.
  • 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 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, as well as no breach of the warranties given by the company pursuant to the placing and open offer agreement.

A general meeting is to be held today at 11:00am at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, UK, for the purpose of passing certain resolutions in relation to the firm placing and placing and open offer and the new convertible bond offering. Further details of the general meeting are contained in the circular posted to shareholders on or around 2 May 2019.

Application will be made to the FCA for the new ordinary shares issued pursuant to the firm placing and placing and open offer 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 8:00am on 23 May 2019.

New ordinary shares issued in uncertificated form are expected to be credited to CREST accounts as soon as possible after 8:00am on 23 May 2019 (unless the company exercises its right to issue new ordinary shares in certificated form), and definitive share certificates for the new ordinary shares issued in certificated form are expected to be despatched by post, at the applicant’s risk, within five business days of admission.

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 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.

Read the article online at: https://www.worldfertilizer.com/special-reports/28052019/results-of-sirius-minerals-open-offer/

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