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SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
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The
information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law
by the European Union (Withdrawal) Act 2018 (as amended). Upon the
publication of this announcement, through the agency of the contact
person of the Company set out below, this inside information is now
considered to be in the public domain.
16
April 2025
Beowulf Mining
plc
("Beowulf" or the "Company")
Subscription period in
Beowulf's Rights Issue of Swedish Depository Receipts begins
today
Beowulf (AIM: BEM; Spotlight: BEO),
is pleased to announce that further to the announcements of 21
March 2025, 4 April 2025, 8 April 2025 and 15 April 2024, the
subscription period for the preferential rights issue of up to
27,279,854 Swedish Depository Receipts ("SDRs") (the "Rights Issue") begins today, 16
April 2025. The subscription period runs until 5 May
2025 (1.00 p.m. Swedish time). The Rights Issue amounts
up to approximately SEK 38.2 million (gross) at a
subscription price of SEK 1.40 per new SDR. The
Prospectus connected to the Rights Issue are available at Beowulf's
website (https://beowulfmining.com/capital-raising-2025),
Aqurat's website (https://aqurat.se)
and Evli Plc's webpage (www.evli.com).
Background
Beowulf is conducting a capital
raise comprising the Rights Issue, a conditional placing of
9,869,318 new ordinary shares of 5 pence each in the capital of the
Company ("New Ordinary
Shares") (the "Placing") and a retail offer in the UK
via the Winterflood Retail Access Platform ("WRAP") of up to 6,709,336 New Ordinary
Shares (the "WRAP Retail
Offer" and together with the Placing, the "UK Issue"). The new SDRs represent
interests in ordinary shares in the Company and the Rights Issue
will, if fully subscribed, amount to approximately SEK 38.2 million
(approximately £3.0 million) before deduction for transaction
related costs. The UK Issue, if fully subscribed, will amount to a
maximum of approximately SEK 20.9 million (approximately £1.6
million) before deduction for transaction related costs. The
aggregate amount to be raised under the Rights Issue and the UK
Issue (together, the "Capital
Raise") is up to approximately SEK 59.1 million
(approximately £4.6 million).
Summary of the Rights Issue
·
Subscription period: 16 April 2025 - 5 May 2025
(ends at 1:00 p.m. Stockholm time).
·
SDR Offer Price: SEK 1.40 per New SDR. No
brokerage fee will be charged.
·
Issue amount: The Rights Issue will comprise a
maximum of 27,279,854 New SDRs. The proceeds of the Rights Issue
will be up to approximately SEK 38.2 million (gross) (approximately
£3.0 million). The number of SDRs in issue as at the date of this
announcement amounts to 31,176,977.
·
Preferential rights: Qualifying SDR Holders will
have preferential rights to subscribe for New SDRs in relation to
their existing holdings of SDRs. Qualifying SDR Holders will
receive Swedish Subscription Rights on the basis of one Swedish
Subscription Right for each SDR held on the Rights Issue Record
Date of 11 April 2025. Holders of Swedish Subscription Rights will
be entitled to subscribe for seven (7) New SDRs for every eight (8)
Swedish Subscription Rights held. The last day of trading in SDRs
with preferential rights was 9 April 2025. The first day of trading
in SDRs without preferential rights was 10 April March 2025.
Trading in Swedish Subscription Rights will take place on Spotlight
from 16 April 2025 until 29 April 2025.
·
Underwriting commitments: Beowulf has received
underwriting commitments from Nordic investors of SEK 15 million
(approximately 40 per cent) of the Rights Issue.
·
Paid Subscribed SDRs: Trading in Paid Subscribed
SDRs will take place on Spotlight from 16 April 2025 until the New
SDRs can be registered in the VPC system.
·
In the event that the Rights Issue is not fully
subscribed, the board reserves the right to allocate offered
underlying ordinary shares that have not been subscribed in Sweden
to the UK Issue, in case the UK Issue is oversubscribed. The total
number of shares offered and or subscribed in connection with the
Rights Issue and the UK Issue will amount to a maximum of
42,926,914 ordinary shares.
Instructions to SDR holders who have received Swedish
subscription rights in Beowulf:
You can have your SDRs in Beowulf
registered in two ways:
1. In a securities
custody account with a bank or other nominee (for example, Avanza
or Nordnet), in an investment savings account (Sw.
Investeringssparkonto) or endowment account (Sw.
Kapitalförsäkring). Your SDRs are thereby nominee
registered.
2. In a VP-account
(direct registered holding).
If
your SDRs are nominee registered, option 1 above.
Usually, you just need to log in to
your depository to get instructions on how to subscribe. If you
cannot find these instructions, please contact your nominee and
they will help you. Please note that in the case of subscription
rights being exercised via a bank or a nominee, it is recommended
to do so early in the subscription period as banks and nominees may
have different deadlines for the subscription deadline.
If
your SDRs are directly registered, option 2
above.
a. Issue statement (pre-printed payment
slip),
You have received a pre-printed
issue account statement which shows the number of Swedish
subscription rights received and the number of new SDRs that can be
subscribed for. In case you want to use all Swedish subscription
rights received, please manage cash payment in accordance with the
payment account statement.
b. Subscription form with the support of
subscription rights
In the event that a different number
of subscription rights than what is stated in the pre-printed issue
report from Euroclear is used for subscription, the
special subscription form must be used. Registration for
subscription by payment must take place in accordance with the
instructions stated on the special subscription form. The
pre-printed payment slip from Euroclear must therefore
not be used. A special subscription form can be ordered from Aqurat
by phone or e-mail.
The special subscription form must
be at Aqurat's disposal no later than 5 May
2025 at 1.00 p.m. (Swedish time). Any application
form that is sent by post should therefore be sent in good time
before the last day of subscription. Only one entry form per person
or legal entity will be considered. In the event that more than one
registration form is submitted, only the last one received will be
considered. Incomplete or incorrectly completed special
subscription forms may be disregarded. The application is
binding.
Completed special subscription form
is sent or delivered to:
Aqurat Fondkommission AB
Ärende: Beowulf
Mining
Box 7461
103 92 Stockholm
Tfn: 08-684 05 800
Fax: 08-684 05 801
Email: info@aqurat.se (scanned
registration form)
Please note: Swedish
subscription rights must be exercised no later than 5 May
2025 (1.00 p.m. Swedish time) or sold no later
than 29 April 2025, in order not to become void or lose their
value.
Further information on how to
subscribe in the Rights Issue can be found in the Prospectus and
the English information folder available at Beowulf's website
(https://beowulfmining.com/capital-raising-2025),
Evli Plc's webpage (https://evli.com) and Aqurat Fondkommison's website (www.aqurat.se).
Link to relating press releases:
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w1vmjew
(21 March 2025)
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/rgv6njr
(4 April 2025)
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/xz4nyew
(8 April 2025)
Advisers
In relation to the Rights Issue, the
Company has engaged Evli Plc as Swedish financial adviser,
Advokatfirman Lidström & Co AB as Swedish legal advisor and
Aqurat Fondkommission AB as Swedish issuing agent.
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive
Officer
ed.bowie@beowulfmining.com
Evli Plc
(Swedish financial
adviser)
Mikkel Johannesen / Lars Olof
Nilsson
Tel: +46 (0) 73 147 0013
SP
Angel
(Nominated Adviser & Joint
Broker)
Ewan Leggat / Stuart Gledhill / Adam
Cowl
Tel: +44 (0) 20 3470 0470
Alternative Resource Capital
(Joint Broker)
Alex
Wood
Tel: +44 (0) 20 7186 9004
BlytheRay
Tim Blythe / Megan Ray
Tel: +44 (0) 20 7138 3204
Cautionary Statement
Statements and assumptions made in
this document with respect to the Company's current plans,
estimates, strategies and beliefs, and other statements that are
not historical facts, are forward-looking statements about the
future performance of Beowulf. Forward-looking statements include,
but are not limited to, those using words such as "may", "might",
"seeks", "expects", "anticipates", "estimates", "believes",
"projects", "plans", strategy", "forecast" and similar expressions.
These statements reflect management's expectations and assumptions
in light of currently available information. They are subject to a
number of risks and uncertainties, including, but not limited to ,
(i) changes in the economic, regulatory and political environments
in the countries where Beowulf operates; (ii) changes relating to
the geological information available in respect of the various
projects undertaken; (iii) Beowulf's continued ability to secure
enough financing to carry on its operations as a going concern;
(iv) the success of its potential joint ventures and alliances, if
any; (v) metal prices, particularly as regards iron ore. In the
light of the many risks and uncertainties surrounding any mineral
project at an early stage of its development, the actual results
could differ materially from those presented and forecast in this
document. Beowulf assumes no unconditional obligation to
immediately update any such statements and/or forecast.
