Notice of General Meeting
Tuesday, January 14, 2020 7:00 AM
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Strategic Investment by La Mancha of C$11.2 million / £6.4 million
Approval of a waiver of Rule 9 of the Takeover Code
Proposed Five for One Share Consolidation and Notice of General Meeting
DIDCOT, UK / ACCESSWIRE / January 14, 2020 / Altus Strategies Plc (AIM: ALS & TSX-V: ALTS), the Africa focused project and royalty generator, announces that a General Meeting of its shareholders will be held on Tuesday, 18 February 2020. The General Meeting is being convened to allow shareholders to approve matters related to the proposed strategic investment by La Mancha Holding S.à r.l. ("La Mancha") in the Company and a five to one consolidation of the Company's share capital.
- Investment by La Mancha to raise C$11.18M / £6.45M subject to shareholder approval
- La Mancha will own approximately 36.9% of Altus on Completion
- Strategic investment to accelerate exploration and growth of project and royalty portfolio
- Potential for business synergies to create new project acquisition opportunities
- Deal will represent La Mancha's first external investment in the listed exploration sector
- Company proposes to undertake five into one share consolidation
- General Meeting of shareholders to be held on 18 February 2020
Steve Poulton, Chief Executive Officer, commented:
"We are delighted to announce the publication of our circular in connection with the proposed C$11.2 million / £6.6 million strategic investment in Altus by La Mancha, a pre-eminent Africa-focused mining investment group with an outstanding track record in deal selection and value creation. The deal will provide Altus with a substantial and robust treasury, following our recently completed C$4.2 million / £2.4 million non-brokered private placement.
We expect the La Mancha transaction will prove transformative for Altus, providing the capital and expertise to fast track our project and royalty generation activities, as well as unlocking new external growth opportunities. The deal, which includes a two year equity lock up, also represents a strong endorsement of the Altus team, portfolio and business model. We look forward to the General Meeting on 18th February 2020 and to updating shareholders thereafter.
"More broadly we look forward to an exciting year ahead for the Company. Altus has assembled and is continuing to aggressively grow a strong and diversified portfolio of high quality and strategically located gold and base metal projects and royalty interests across Africa. We have also established a strong shareholder base comprising institutions, family offices and private investors who share our vision and the Board takes this opportunity to thank them for their continued support".
Capitalized terms in this announcement are defined at the end of the announcement.
La Mancha Strategic Investment
As announced by the Company on 5 November 2019 and 5 December 2019, La Mancha will conditionally subscribe for 124,229,389 new Ordinary Shares ("La Mancha Shares") in the Company at a price of C$0.09 per share ("La Mancha Investment") for aggregate gross proceeds of C$11,180,645 (approximately £6,459,928).
On Completion, La Mancha will own approximately 36.92 per cent. of the Enlarged Share Capital (on the basis that no further Ordinary Shares are issued between the date of this announcement and Admission).
Since the La Mancha Investment will, upon its Completion, result in La Mancha owning more than 30 per cent. of the total voting rights of the Company, Completion is conditional on the Panel waiving the obligation of La Mancha (and any persons acting in concert with it) to make a general offer to Shareholders under Rule 9 of the Takeover Code. The Panel has agreed to a waiver of the obligations under Rule 9 of the Takeover Code (commonly referred to as a "Whitewash"), subject to the Whitewash Resolution being approved on a poll at the General Meeting by Independent Shareholders holding, in aggregate, a simple majority of the votes cast on the Independent Shares.
Since the La Mancha Investment will, upon its Completion, result in La Mancha owning more than 20 per cent. of the total voting rights of the Company and thereby becoming a Control Person, Completion is also conditional on the approval of Disinterested Shareholders.
In addition, the Company is also proposing to undertake a share consolidation, by way of one Consolidated Ordinary Share for every five Existing Ordinary Shares, effective at the Share Consolidation Record Date.
In order for the La Mancha Investment and the Share Consolidation to proceed, the Resolutions must be duly passed at the General Meeting. Accordingly, the General Meeting is being convened commencing at 3.00 p.m. (London time) on Tuesday, 18 February 2020, notice of which is set out at the end of this announcement. A circular will be sent to shareholders shortly setting out the proposals and convening the General Meeting.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
No Offer or Solicitation
This Announcement is for information purposes only and does not constitute an invitation to any person to purchase or subscribe for Shares or any other securities or engage in any form of investment activity. This Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within 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, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This Announcement is also being released in Canada as part of the Company' continuous disclosure record.
This Announcement is directed only at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation"), ("Qualified Investors"). In addition, in the United Kingdom, this Announcement and any offer if made subsequently is directed only at Qualified Investors, who are also (i) persons who have professional experience in matters relating to investments falling within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on (i) in any member state of the European Economic Area, by any person who is not a Qualified Investor (ii) in the UK, by any person who is not a Relevant Person.
For further information you are invited to visit the Company's website www.altus-strategies.com or contact:
Altus Strategies Plc
Steven Poulton, Chief Executive
Tel: +44 (0) 1235 511 767
E: [email protected]
SP Angel (Nominated Adviser)
Richard Morrison / Soltan Tagiev
Tel: +44 (0) 20 3470 0470
SP Angel (Broker)
Abigail Wayne / Richard Parlons
Tel: +44 (0) 20 3470 0471
Blytheweigh (Financial PR)
Tim Blythe / Camilla Horsfall
Tel: +44 (0) 20 7138 3204
About Altus Strategies Plc
Altus is a London (AIM: ALS) and Toronto (TSX-V: ALTS) listed project and royalty generator in the mining sector with a focus on Africa. Our team creates value by making mineral discoveries across multiple licences. We enter joint ventures with respected groups and our partners earn interest in these discoveries by advancing them toward production. Project milestone payments we receive are reinvested to extend our portfolio, accelerating our growth. The portfolio model reduces risk as our interests are diversified by commodity and by country. The royalties generated from our portfolio of projects are designed to yield sustainable long-term income. We engage constructively with all our stakeholders, working diligently to minimise our environmental impact and to promote positive economic and social outcomes in the communities where we operate.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this Announcement, including information relating to future financial or operating performance and other statements that express the expectations of the Directors or estimates of future performance constitute "forward-looking statements". These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programmes on schedule and the success of exploration programmes. Readers are cautioned not to place undue reliance on the forward-looking information, which speak only as of the date of this Announcement and the forward-looking statements contained in this announcement are expressly qualified in their entirety by this cautionary statement.
Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. The forward-looking statements contained in this Announcement are made as at the date hereof and the Company assumes no obligation to publicly update or revise any forward-looking information or any forward-looking statements contained in any other announcements whether as a result of new information, future events or otherwise, except as required under applicable law or regulations.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
SP Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else (including the recipients of this announcement) as nominated adviser and will not be responsible to anyone other than the Company for providing the protections afforded to customers of SP Angel Corporate Finance LLP or for advising any other person in relation to the matters described in this announcement.
SOURCE: Altus Strategies PLC