24/11/2016 7:00am

UK Regulatory (RNS & others)

Sirius Minerals (LSE:SXX)
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RNS Number : 9911P

Sirius Minerals Plc

24 November 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Firm Placing and Placing and Open Offer has been made solely on the basis of the information that is contained in the Prospectus published by the Company in connection with the Firm Placing and Placing and Open Offer.

24 November 2016

Sirius Minerals Plc

Results of Open Offer

Sirius Minerals Plc (the Company) announced on 2 November 2016 the details of a proposed Firm Placing and Placing and Open Offer to raise gross proceeds of GBP370 million (approximately GBP352 million, net of expenses), in connection with its Stage 1 financing requirements to begin the construction of its North Yorkshire polyhalite project. On 3 November 2016, it announced the results of the Firm Placing and the Placing.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Companys announcement of 2 November 2016.

The Open Offer closed for acceptances at 11.00 am on 23 November 2016 in accordance with its terms and was modestly oversubscribed. The Company therefore announces that it has received valid acceptances under the Open Offer in respect of 185,089,529 Open Offer Shares representing 100 per cent of the Open Offer Shares available pursuant to the Open Offer.

Chris Fraser, Managing Director and Chief Executive Officer, said:

I would like to thank our shareholders for their continuing support and playing their part in this important moment in the Companys history. It has always been our intention to make this provision available and its good to see so many existing shareholders taking part.

The Firm Placing and Placing and Open Offer are conditional on (i) the Resolutions being passed at the General Meeting and (ii) 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 conditions contained in the Placing and Open Offer Agreement include, inter alia, (i) the Royalty Financing Agreement (which comprises a US$250 million royalty purchase amount and a US$50 million equity subscription) not having been terminated prior to Admission, (ii) the subscription agreement in connection with the Convertible Bond Offering having been entered into and not having been terminated prior to Admission, and (iii) Admission becoming effective by not later than 8.00 am on 29 November 2016 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

An application will be made to the London Stock Exchange for the New Ordinary Shares issued in connection with the Firm Placing and Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 am on 28 November 2016.

New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts on 28 November 2016, and definitive share certificates for the New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in certificated form are expected to be dispatched within five Business Days of Admission.

The Enlarged Share Capital of the Company following Admission will be 4,164,514,405 Ordinary Shares in aggregate. This figure may be used by shareholders (and others with notification obligations) 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, Sirius Minerals Plc under the FCAs Disclosure Guidance and Transparency Rules.

A General Meeting is to be held today at 11.00 am for the purpose of passing certain Resolutions in relation to the proposed Firm Placing and Placing and Open Offer, the Convertible Bond Offering and the Royalty Financing Ordinary Shares. The results of the General Meeting will be announced later today.

This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 1 Financing described above, and is disclosed in accordance with the Companys obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.

For further information, please contact:

 Sirius Minerals Plc Tristan Pottas Tel: +44 845 Investor Relations Email: ir@siriusminerals.com 524 0247 Manager ------------------------- ------------------------------- ---------------- Joint Bookrunner Tel: +44 20 J.P. Morgan Cazenove Ben Davies, Jamie 7742 4000 Riddell, Charlie Joint Bookrunner and Pretzlik, James NOMAD Deal Tel: +44 20 Liberum Capital Limited 3100 2222 Clayton Bush, Neil Elliot, Steve Tredget, Jill Li Co-Lead Managers WH Ireland Adrian Hadden Tel: +44 20 Shore Capital Jerry Keen, Mark 7220 1666 Percy [Tel: +44 20 7468 7964] ------------------------- ------------------------------- ---------------- Media Enquiries Tel: +44 20 Tavistock Jos Simson, Mike 7920 3150 Bartlett, Emily Fenton ------------------------- ------------------------------- ---------------- 

About Sirius Minerals Plc

Sirius Minerals Plc is a fertilizer development company focused on the development of its North Yorkshire polyhalite project, located in North Yorkshire, United Kingdom. It believes the Project represents the worlds largest high-grade known deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. Incorporated in 2003, Sirius Minerals Plcs shares are traded on the London Stock Exchanges AIM market. Further information on the Company can be found at: www.siriusminerals.com.

Important notice

Forward-looking statements

This announcement contains forward-looking statements. None of the Company, the Directors, the Joint Bookrunners or the Co-Lead Managers undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the United States) or any Excluded Territory or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded Territory or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of any national resident or citizen of any Excluded Territory. This announcement does not constitute an extension into the United States of the offer mentioned in this announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available 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. There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR Holder. Subject to certain exceptions, no action has been taken by the Company or by the Joint Bookrunners that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement in the Excluded Territories or any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made in any Excluded Territory or elsewhere.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or the Co-Lead Managers or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority (the PRA) and regulated in the United Kingdom by the FCA, and the PRA, and Liberum, Shore Capital and W.H. Ireland, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Firm Placing and Placing and Open Offer and Admission, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Firm Placing and Placing and Open Offer or Admission, 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 proposed Firm Placing and Placing and Open Offer or Admission or any other matter referred to in this announcement.

The New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than on AIM, a market operated by the London Stock Exchange.

Neither the content of the Companys website nor any website accessible by hyperlinks on the Companys website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

November 24, 2016 02:00 ET (07:00 GMT)

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