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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
November 10, 2022 – TheNewswire – Australia – Jervois Global Limited (ASX:JRV) (TSXV:JRV) (OTC:JRVMF) (“Jervois” or the “Company“) announced on Thursday, 10 November 2022, that it is undertaking a fully underwritten A$231 million (US$150 million1) equity capital raising (“Equity Raising”).
The institutional placement (“Placement”) and the institutional component of its 1 for 5.42 pro-rata accelerated non-renounceable entitlement offer (“Institutional Entitlement Offer”) has now successfully completed.
Approximately A$177 million (US$115 million) was raised across the Placement and Institutional Entitlement Offer at an offer price of A$0.42 per share.
The Placement and Institutional Entitlement Offer were strongly supported by new and existing domestic and offshore institutional investors.
The Institutional Entitlement Offer had a take up rate of approximately 80%.
Under the Placement, approximately 269 million Jervois shares will be issued to raise approximately A$113 million (US$73 million). Under the Institutional Entitlement Offer, approximately 153 million Jervois shares will be issued to raise approximately A$64 million (US$42 million).
The retail component of the entitlement offer (“Retail Entitlement Offer”) is fully underwritten and will raise an additional A$54 million (US$35 million).
Following the Equity Raising Jervois will be fully funded to restart the São Miguel Paulista (“SMP”) refinery in Brazil, ramp up Idaho Cobalt Operations (“ICO”) in the United States and progress a bankable feasibility study (“BFS”) for expansion of its cobalt refinery capacity at Kokkola, Finland.
New Jervois shares issued under the Placement and Institutional Entitlement Offer will be issued on Monday, 21 November 2022 and are expected to commence trading on the ASX on a normal settlement basis on that day.
Jervois shares are expected to resume trading on the ASX from market open (Friday, 11 November 2022).
Retail Entitlement Offer
Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail information booklet and accompanying personalised entitlement and acceptance form, which are expected to be dispatched from Thursday, 17 November 2022. A copy of the retail information booklet will be available on ASX at www.asx.com.au on Thursday, 17 November 2022.
Timetable
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Event |
Date in Australia2 |
|
Announcement of Equity Raising |
Thursday, 10 November 2022 |
|
Bookbuild for Placement and Institutional Entitlement Offer closed |
Thursday, 10 November 2022 |
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Announcement of the completion of Placement and Institutional Entitlement Offer and trading resumes on an ex-entitlement basis |
Friday, 11 November 2022 |
|
Record Date for Entitlement Offer (7:00pm) |
Monday, 14 November 2022 |
|
Retail Information Booklet and Entitlement & Acceptance Form despatched to Eligible Retail Shareholders |
Thursday, 17 November 2022 |
|
Retail Entitlement Offer opens |
Thursday, 17 November 2022 |
|
Settlement of new shares to be issued under the Institutional Entitlement Offer and Placement |
Friday, 18 November 2022 |
|
Allotment and quotation of new shares under the Placement and Institutional Entitlement Offer |
Monday, 21 November 2022 |
|
Closing date for acceptances under Retail Entitlement Offer (5pm) |
Wednesday, 30 November 2022 |
|
Announcement of results of Retail Entitlement Offer and notification of any shortfall |
Monday, 5 December 2022 |
|
Settlement of Retail Entitlement Offer |
Tuesday, 6 December 2022 |
|
Allotment and issue of new shares under the Retail Entitlement Offer |
Wednesday, 7 December 2022 |
|
Commencement of trading and holding statements dispatched for Retail Entitlement Offer |
Thursday, 8 December 2022 |
Additional Information
Further details on the Equity Raising are set out in the Investor Presentation released to the ASX on Thursday, 10 November 2022. The Investor Presentation contains important information including disclaimers, key risks and foreign selling restrictions with respect to the Equity Raising.
This announcement has been approved for release by the Board of Directors of Jervois.
For further information, please contact:
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Investors and analysts: James May Chief Financial Officer Jervois Global Limited
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Media: Nathan Ryan NWR Communications Mob: +61 420 582 887 |
Forward-Looking Statements
This announcement may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this announcement, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule”, “expected” and other similar words or expressions identify forward-looking statements or information. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. These forward-looking statements or information may relate to the Equity Raising and the use of funds raised. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties.
These forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company and its related bodies corporate and affiliates (and each of their respective directors, securityholders, officers, employees, partners, agents, advisers and management), and could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or any projections and assumptions on which those statements are based. This includes statements about market and industry trends, which are based on interpretations of market conditions.
Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. These statements may assume the success of the Company’s business strategies, the success of which may not be realised within the period for which the forward-looking statements may have been prepared, or at all, and the receipt of applicable approvals to complete the Equity Raising.
No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this announcement. The forward-looking statements are based on information available to the Company as at the date of this announcement. Except as required by applicable laws, rules or regulations, none of the Company, its representatives or advisers intends to, or undertakes to, or assumes any obligation to, provide any additional information, update or revise the statements in this announcement, whether as a result of a change in expectations or assumptions, new information, future events, results or
circumstances.
Not for distribution or release in the United States
This announcement has been prepared for publication in Australia and may not be distributed or released in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such a person is acting for the account or benefit of a person in the United States). The New Shares described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable US state securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this announcement.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1 AUD/USD exchange rate of 0.65 applied (8 November 2022)
2 The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and Jervois may, at its discretion, very any of the above dates by lodging a revised timetable with the ASX. All times are Sydney times
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