TIDMALK
RNS Number : 0911B
Alkemy Capital Investments PLC
31 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
31 May 2023
Alkemy Capital Investments Plc
GBP1.35m Fundraise and Director Participation
Alkemy Capital Investments plc ("Alkemy") (ALK:LSE) (JV2:FRA) is
pleased to announce that it has completed a GBP1.35 million
fundraise (the "Fundraise"). As part of this Alkemy has
conditionally placed 657,711 ordinary shares (the "Placing Shares")
at a placing price of GBP1.40 each (the "Placing Price") to raise
gross proceeds of c.GBP921,000 (the "Placing"), including a
GBP10,000 participation by Alkemy director Helen Pein. Whilst
legally restricted from participating directly in the Placing at
this time, Paul Atherley and Sam Quinn have also agreed to
contribute though the advance of unsecured, interest free loans of
GBP430,000 in aggregate, with such amounts expected to be applied
to subscribe for new shares at the Placing Price as soon as legally
permissible as set out below.
The net proceeds of the Fundraise will be used to continue to
advance the Company's projects and will provide sufficient working
capital for the Company over the next twelve months. The Company
continues to advance discussions and negotiations with
counterparties for lithium feedstock. The major shareholders of the
Company have also committed to provide any additional working
capital that may be required by the Company to enable it to reach
this significant milestone.
The Directors of Alkemy have together contributed to the
Fundraise in the amount of GBP440,000, with Helen Pein
participating in the amount of GBP10,000 in the Placing. Paul
Atherley and Sam Quinn have also both contributed in the amounts of
GBP330,000 and GBP100,000, respectively, however they are members
of a concert party under the City Code on Takeovers and Mergers
(the "Takeover Code") (which in aggregate currently holds 49.49% of
the Company's issued share capital) and therefore their direct
participation in the Placing would have triggered a mandatory offer
for the Company under Rule 9 of the Takeover Code. As such, Mr
Atherley has agreed that an amount of GBP330,000 currently owing to
him by the Company shall be treated as an advance in the form of an
unsecured, interest free loan and Mr Quinn has agreed to advance
the Company GBP100,000 in the form of an unsecured, interest free
loan. The Company has agreed with Mr Atherley and Mr Quinn that the
amounts to be repaid to them under such loans should be applied for
the subscription of 235,714 new ordinary shares in the case of Mr
Atherley and 71,428 new ordinary shares in the case of Mr Quinn, in
each case at the Placing Price, with these subscriptions expected
to take place at the earliest possible time permissible, which is
envisaged to be in or around August 2023. At such time it is
intended that the Company would apply for admission of the 307,142
new ordinary shares to listing on the Official List and to trading
on the Main Market. This would not apply if and to the extent that
(i) the issue of such shares would trigger a mandatory offer for
the Company under the Takeover Code, (ii) the Company would not
have sufficient shareholder authorities to issue such shares, or
(iii) the application for admission of such new shares would
require the Company to publish a prospectus.
In order to satisfy its obligations under the Placing through
the issue of new ordinary shares, the Company would need to seek
further shareholder authorities and publish a prospectus. Any
prospectus published by the Company would need to be approved by
the FCA in the United Kingdom. The Board believes that seeking
further shareholder authorities and preparing a prospectus would be
disproportionately costly and time-consuming.
The Placing Shares are therefore to be loaned to the Company by
Mr Atherley, Chairman of the Company, in order that the Company is
able to undertake the Placing in a timely manner. The Company and
Paul Atherley have entered into a customary stock lending agreement
dated 31 May 2023 (the "Stock Lending Agreement") to document this
arrangement. Under the Stock Lending Agreement, in repayment of the
stock loan, the Company is required to deliver or procure the
delivery of 657,711 ordinary shares to Paul Atherley by no later
than 31 December 2023. Subject to the Company's shareholders
passing relevant resolutions to authorise the Board to allot new
ordinary shares and disapply pre-emption rights at the Company's
next annual general meeting, which is expected to be held in or
around July 2023, in repayment of the loan the Company intends to
issue 657,711 new ordinary shares (the "Stock Loan Repayment
Shares") to Paul Atherley in or around August 2023.
The Company shall apply for admission of the Stock Loan
Repayment Shares to listing on the Official List and to trading on
the Main Market when they are issued, however at such point an
approved prospectus is not expected to be required. As the Stock
Loan Repayment Shares will be issued to Paul Atherley in accordance
with the Stock Lending Agreement, this will not trigger a mandatory
offer for the Company under Rule 9 of the Takeover Code.
For the avoidance of doubt, the loan of the Placing Shares to
the Company involves no cash consideration being paid to Paul
Atherley in consideration for him entering into the Stock Lending
Agreement and nor will any interest be payable under the Stock
Lending Agreement.
Paul Atherley is a Director and is therefore is a related party
of the Company. Owing to its size, the Stock Lending Agreement is
considered to be a material related party transaction for the
purposes of paragraph 7.3 of the FCA's Disclosure Guidance and
Transparency Rules. The Board of Directors (excluding Paul
Atherley) has approved the entry by the Company into the Stock
Lending Agreement and considers that the terms and conditions of
the Stock Lending Agreement are fair and reasonable, insofar as the
shareholders of the Company are concerned.
Further information
For further information, please visit Alkemy's website:
www.alkemycapital.co.uk or TVL's website
www.teesvalleylithium.co.uk .
This announcement contains inside information within the meaning
of Article 7(1) of (i) Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014, as amended (the "EU
Market Abuse Regulation") and (ii) the EU Market Abuse Regulation
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Alkemy Capital Investments Plc Tel: 0207 317 0636
Sam Quinn info@alkemycapital.co.uk
VSA Capital Limited Tel: 0203 005 5000
Andrew Monk (Corporate Broking)
Andrew Raca (Corporate Finance)
Shard Capital Partners LLP Tel: 0207 186 9952
Damon Heath damon.heath@shardcapital.com
Tel: 0207 186 9927
Isabella Pierre isabella.pierre@shardcapital.com
-ends-
NOTES TO EDITORS
Alkemy is seeking to establish the world's leading independent
and sustainable lithium hydroxide production by developing
state-of-the-art lithium sulphate and lithium hydroxide facilities
in Australia and the UK.
Alkemy, through its wholly-owned subsidiary Tees Valley Lithium,
has secured a 9.6 ha brownfields site with full planning permission
at the Wilton International Chemicals Park in Teesside, a major UK
Freeport, to build the UK's first and Europe's largest lithium
hydroxide processing facility.
Tees Valley Lithium has completed a Class 4 Feasibility Study
for its proposed lithium hydroxide refinery which will process
feedstock imported from various sources to produce 96,000 tonnes of
premium, low-carbon lithium hydroxide annually, representing around
15% of Europe's projected demand.
Alkemy has also secured a 43 ha site near Port Hedland, Western
Australia to build a world-class sustainable lithium sulphate
refinery that will provide reliable feedstock for Tees Valley
Lithium.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan or South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company or any of its
affiliates, or any person acting on its behalf that would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into 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 the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing
Shares will be offered and sold only outside of the United States
in "offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws. No public
offering of the Placing Shares will be made in the United States or
elsewhere.
This Announcement has not been approved by the FCA, the London
Stock Exchange, BaFin or the Frankfurt Stock Exchange.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to: (a) if in a member state of the European Economic
Area (the "EEA"), qualified investors ("Qualified Investors")
within the meaning of Article 2(e) of the EU Prospectus Regulation;
(b) if in the United Kingdom, qualified investors within the
meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant
Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement. The Company, its directors, affiliates and any person
acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the FCA, the London Stock Exchange, BaFin or the
Frankfurt Stock Exchange.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Notification of PDMR Dealings
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Paul Atherley
--------------------------------- -------------------------------
2 Reason for Notification
------------------------------------------------------------------
a) Position/status Chairman
--------------------------------- -------------------------------
b) Initial notification/amendment Initial notification
--------------------------------- -------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------
a) Name Alkemy Capital Investments Plc
--------------------------------- -------------------------------
b) LEI 213800NW5GVIRMXSRL48
--------------------------------- -------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code GB00BMD6C023
--------------------------------- -------------------------------
b) Nature of the transaction Loan of shares
--------------------------------- -------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 657,711
----------
--------------------------------- -------------------------------
d) Aggregated information
- Aggregated volume 657,711
- Price N/A
-------------------------------------- -------------------------------
e) Date of the transaction 31 May 2023
--------------------------------- -------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------- -------------------------------
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Helen Pein
---------------------------------------- -----------------------------
Reason for the notification
2
-----------------------------------------------------------------------
a) Position/status Non-Executive Director
---------------------------------------- -----------------------------
b) Initial notification /Amendment Initial Notification
---------------------------------------- -----------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Alkemy Capital Investments
Plc
---------------------------------------- -----------------------------
b) LEI 213800NW5GVIRMXSRL48
---------------------------------------- -----------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares
instrument, type of instrument
Identification code GB00BMD6C023
b) Nature of the transaction Subscription of shares
---------------------------------------- -----------------------------
c) Price(s) and volume(s)
------------- --------------
Price(s) Volume(s)
------------- --------------
GBP1.40 7,142
------------- --------------
d) Aggregated information
- Aggregated volume 7,142
- Price GBP9,998
e) Date of the transaction 31 May 2023
---------------------------------------- -----------------------------
f) Place of the transaction Outside a trading venue
---------------------------------------- -----------------------------
Notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible) (i)
1a. Identity of the issuer or the underlying issuer of existing shares to which Alkemy Capital Investments Plc
voting rights
are attached (ii) :
--------------------------------------------------------------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
---------------
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights X
---------------
An acquisition or disposal of financial instruments
---------------
An event changing the breakdown of voting rights
---------------
Other (please specify) (iii) :
---------------
3. Details of person subject to the notification obligation (iv)
Name Paul Atherley
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Paul Atherley
--------------------------------------------------------------------------------------------------
City and country of registered office (if applicable)
--------------------------------------------------------------------------------------------------
5. Date on which the threshold was crossed or reached (vi) : 31 May 2023
--------------------------------------------------------------------------------------------------
6. Date on which issuer notified (DD/MM/YYYY): 31 May 2023
--------------------------------------------------------------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting
of 8. A) (total of 8.B 1 + 8.B 2) rights held in issuer
(8.A + 8.B) (vii)
----------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
Resulting
situation on the
date on which
threshold was
crossed or
reached 33.6% - 33.6% 33.6%
----------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
Position of
previous
notification (if
applicable) 42.75% - 42.75%
----------------------------------------------- ------------------------------------------------- ---------------------------------- ------------------------
8. Notified details of the resulting situation on the date on which the threshold was crossed
or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
---------------------------------
GB00BMD6C023 33.6% - 33.6% -
----------------------------------------------- --------------------------------- -------------------------------------------------- ------------------------
SUBTOTAL 8. A 33.6% 33.6%
---------------------------------------------------------------------------------- ----------------------------------------------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting rights that may be acquired if the % of voting rights
instrument date (x) Conversion Period (xi) instrument is
exercised/converted.
----------------------------- ------------------------------------------ ----------------------------------------------------------- ------------------------
SUBTOTAL 8. B 1
------------------------------------------ ----------------------------------------------------------- ------------------------
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of Expiration Exercise/ Physical or cash Number of voting % of voting rights
financial date (x) Conversion Period (xi) Settlement (xii) rights
instrument
---------------------------------- ----------------------------- ----------------------------------------------- -----------------------
SUBTOTAL 8.B.2
----------------------------------------------- -----------------------
9. Information in relation to the person subject to the notification obligation (please mark
the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal X
entity and does not control any other undertaking(s) holding directly or indirectly an interest
in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural
person or legal entity (please add additional rows as necessary) (xiv)
Name (xv) % of voting rights if it equals or is % of voting rights through financial instruments if it Total of both if it equals or is
higher than the notifiable threshold equals or is higher than the notifiable higher than the notifiable
threshold threshold
------------------------------------------ ------------------------------------------------------------- -----------------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
--------------------------------------------------------------------------------------------------
The number and % of voting rights held
--------------------------------------------------------------------------------------------------
The date until which the voting rights will be held
--------------------------------------------------------------------------------------------------
11. Additional information (xvi)
Place of completion Outside a trading venue
----------------------------------------------------------------------------------------------------------------------------------------------------
Date of completion 31 May 2023
----------------------------------------------------------------------------------------------------------------------------------------------------
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END
IOESDIESSEDSEEI
(END) Dow Jones Newswires
May 31, 2023 03:00 ET (07:00 GMT)
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