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PrimaryBid.com Offer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIMEC ATLANTIS ENERGY LIMITED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE “UNITED STATES”), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

28 March 2019

SIMEC Atlantis Energy Limited (the “Company“) (AIM: SAE)

PrimaryBid.com Offer

SIMEC Atlantis Energy Limited, a diversified sustainable energy generation company, is delighted to announce a conditional offer for subscription for new Ordinary Shares at an issue price of 16 pence per new Ordinary Share (the “Placing Price“) through PrimaryBid Limited (the “PrimaryBid Offer“). The Company is also conducting a placing of new Ordinary Shares at the Placing Price by way of an accelerated bookbuild process by Cantor Fitzgerald (the “Placing”) as announced at 4:30 p.m. on 28 March 2019.

The PrimaryBid Offer and the Placing are conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM (“Admission”). Admission is expected to be take place at 8.00 a.m. on 4 April 2019. The PrimaryBid Offer will not be completed without the Placing also being completed.

If the Acquisition of SIMEC GHR completes, the net proceeds of the Placing will be used to fund part of the payment to be made by the Buyer for the Acquisition of SIMEC GHR. If the Acquisition is not completed, the net proceeds of the Placing will be used for the Company’s general corporate purposes. The net proceeds of the PrimaryBid Offer will be used for the Company’s general corporate purposes.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4.31 p.m. on 28 March 2019 to 9.00 p.m. on 28 March 2019. The PrimaryBid Offer may close early if it is oversubscribed. A further announcement will be made, following the closure of the PrimaryBid Offer which will contain details of the results of the Placing and PrimaryBid Offer.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a “first come, first served” basis, subject to conditions (which are available to view on PrimaryBid.com) with any investment request over £50,000 first requiring consultation with the Company.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for new Ordinary Shares pursuant to the PrimaryBid Offer has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company’s existing Ordinary Shares, including the Placing Shares.

Defined terms in this announcement shall have the same meaning as in the Company’s announcement of 4:30 p.m. on 28 March 2019, save as provided otherwise in this announcement.

Enquiries

Cantor Fitzgerald Europe

(Nominated Adviser, Joint Broker and sole Bookrunner to the Company)

Rick Thompson

Richard Salmond

David Porter

 

+44 (0) 20 7894 7000
SIMEC Atlantis Energy Limited

Tim Cornelius, Chief Executive Officer

Andrew Dagley, Chief Financial Officer

 

Via FTI Consulting
PrimaryBid Limited

Robert Beenstock

 

+44 20 3026 4750
FTI Consulting

(PR Adviser to the Company)

Ben Brewerton

Alex Beagley

James Styles

Molly Stewart

 

+44 (0) 20 3727 1000

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.

As the maximum aggregate proceeds which can be raised pursuant to the PrimaryBid Offer are not more than €5.45 million, the Company is entitled to, and intends to, rely on an exemption contained in the Prospectus Rules from the need for the publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a “first come first served” basis.

Any investment request in excess of £50,000 will require the Company’s consent and may be subject to scale back.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made and on which any investor shall participate in the PrimaryBid Offer, including the procedure for application and payment for new Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares pursuant to the PrimaryBid Offer and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.

The person responsible for arranging for the release of this announcement on behalf of SIMEC Atlantis Energy is Tim Cornelius, Chief Executive Officer of SIMEC Atlantis Energy Limited.

For the avoidance of any doubt, Cantor Fitzgerald are acting for the Company solely in connection with the Placing and not the PrimaryBid Offer. Accordingly, no responsibility or liability is or will be accepted by Cantor Fitzgerald or any of its affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement or otherwise in connection with the PrimaryBid Offer.