Admission Document Is Important and Requires Your Immediate Attention
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THIS ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Admission document, or the action you should take, you are recommended immediately to seek your own financial advice from an independent financial adviser, such as a stockbroker, solicitor, accountant or other adviser who specialises in advising on the acquisition of shares and securities and is authorised under the Financial Services and Markets Act 2000 (‘‘FSMA’’) (or, if you are a person outside the UK, a person otherwise similarly qualified in your jurisdiction). This Admission document is an admission document drawn up in accordance with the AIM Rules for Companies (the ‘‘AIM Rules for Companies’’) and has been prepared in connection with the proposed application for admission of the issued and to be issued share capital of the Company to trading on AIM, a market of that name operated by the London Stock Exchange plc (the ‘‘London Stock Exchange’’). This Admission document does not constitute a prospectus within the meaning of section 85 of FSMA, and has not been drawn up in accordance with the Prospectus Rules published by the Financial Conduct Authority (‘‘FCA’’) and a copy has not been, and will not be, approved or filed with the FCA. This Admission document does not constitute, and the Company is not making, an offer of transferable securities to the public within the meaning of section 102B of FSMA or otherwise. The Company and each of the Directors, whose names appear on page 4 of this Admission document, individually and collectively accept full responsibility for the information contained in this Admission document, including for its compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Admission document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application will be made for the whole of the Company’s issued and to be issued ordinary share capital to be admitted to trading on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA (the ‘‘Official List’’). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to London Stock Exchange in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Admission document. The AIM Rules for Companies are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Ordinary Shares to the Official List. The Ordinary Shares are not traded on any recognised investment exchange and no such applications have been made. Prospective investors should read the whole of this Admission document. An investment in the Company is speculative and involves a high degree of risk. The attention of prospective investors is drawn in particular to Part II of this Admission document which sets out certain risk factors relating to any investment in Ordinary Shares. All statements regarding the Company’s business, financial position and prospects should be viewed in light of these risk factors. It is expected that Admission (as defined on page 6 of this Admission Document) will become effective and dealings on AIM will commence in the Ordinary Shares at 8.00 a.m. on 9 October 2017. Cora Gold Limited (Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act 2004 with registered number 1701265) Placing and subscription of 20,928,240 new Ordinary Shares at a price of 16.5 pence per share and Admission to trading on AIM Nominated Adviser Joint Broker Joint Broker Allenby Capital Limited (‘‘Allenby Capital’’), which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Admission document. The responsibilities of Allenby Capital as the Company’s nominated adviser under the AIM Rules are owed solely to London Stock Exchange, and are not owed to the Company or any Director or Shareholder or to any other person. In respect of any decision to acquire Ordinary Shares in reliance on any part of this Admission document or otherwise, Allenby Capital is not making any representation or warranty, express or implied, as to the contents of this Admission document. Mirabaud Securities Limited (‘‘Mirabaud Securities’’) and Beaufort Securities Limited (‘‘Beaufort Securities’’), each of which is authorised and regulated in the UK by the FCA, are acting as joint brokers to the Company. Neither Mirabaud Securities or Beaufort Securities will be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Admission document. In respect of any decision to acquire Ordinary Shares in reliance on any part of this Admission document or otherwise, neither Mirabaud Securities nor Beaufort Securities is making any representation or warranty, express or implied, as to the contents of this Admission document. This Admission document contains forward-looking statements, including, without limitation, statements containing the words ‘‘believes’’, ‘‘expects’’, ‘‘estimates’’, ‘‘intends’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ and similar expressions (including the negative of those expressions). Forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part II of this Admission document, entitled ‘‘Risk Factors’’. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on those forward- looking statements. The forward-looking statements contained in this Admission document are made on the date of this Admission document, and, except as otherwise required by law or the AIM Rules for Companies, the Company, the Directors, Allenby Capital, Mirabaud Securities and Beaufort Securities are not under any obligation to update those forward-looking statements in this Admission document to reflect actual future events or developments. No legal, business, tax or other advice is provided in this Admission document. Prospective investors should consult their professional advisers as needed on the potential consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence. This Admission document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, this Admission document is not for distribution in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan. The distribution of this Admission document in other jurisdictions may be restricted by law. The Ordinary Shares have not been and will not be registered under the applicable securities laws of the United States of America, Canada, Australia, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, re-sold, renounced, taken up or delivered, directly or indirectly, in, into or from the United States of America, Canada, Australia, the Republic of South Africa or Japan or to any national of the United States of America, Canada, Australia, the Republic of South Africa or Japan. This Admission document should not be distributed, published, reproduced or otherwise made available in whole or in part, or disclosed by recipients to any other person, in, and in particular, should not be distributed to persons with addresses in, the United States of America, Canada, Australia, the Republic of South Africa or Japan. No action has been taken by the Company, Allenby Capital, Mirabaud Securities or Beaufort Securities that would permit an offer of Ordinary Shares or possession or distribution of this Admission document where action for that purpose is required. Persons into whose possession this Admission document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law or other laws of any such jurisdictions. In making any investment decision in respect of Admission and/or the Placing, no information or representation should be relied upon in relation to Admission or in relation to the Ordinary Shares other than as contained in this Admission document. No person has been authorised to give any information or make any representation other than that contained in this Admission document and, if given or made, such information or representation must not be relied upon as having been authorised. It should be remembered that the price of securities and the income from them can go down as well as up and this Admission document contains references to past performance of the Company and its subsidiaries.