Pelican House Mining plc

Hellenic Capital plc
("Company" or "Hellenic")
 
Non-preemptive Entitlement Offer; Placing with Claw-back of 50,000,000 new ordinary shares of 0.1 pence each ("New Shares") at 0.5 pence per New Share together with 50,000,000 Warrants to Subscribe for further New Shares ("Warrants)
 
Hellenic is today posting to shareholders a circular ("Circular") setting out the details of a placing ("Placing") of 50,000,000 New Shares and a like number of Warrants. The Circular also contains a non-preemptive open offer ("Open Offer") in the ratio of one New Share and one Warrant for every three existing ordinary shares held over an aggregate of 14,463,166 New Shares at 0.5 pence each and over a like number of Warrants, on the following terms (abstracted from the Circular):
 
DETAILS OF THE OPEN OFFER
 
1            The Open Offer
 
Subject to the terms and conditions set out below, Shareholders are being given the opportunity to apply for New Shares at 0.5p per share up to the maximum being offered, free of all expenses and payable in full in cash on application, on the following basis:
1 New Share for every 3 existing Shares
registered in the name of Shareholders at the close of business on the Record Date and so in proportion to any other number of existing Shares then registered.  Shareholders may apply for any whole number of shares up to the maximum number being offered on the basis set out above, except that the minimum subscription is 100,000 New Shares
Shareholders' pro rata entitlements will be rounded down to the nearest whole number if necessary.  Shareholders may apply to acquire less than their pro rata entitlement if they so wish, provided that they apply for a minimum of 100,000 New Shares.
Shareholders should be aware that the Open Offer is not a rights issue, and their Application Form is not a negotiable document and cannot be traded.
 
Important note: the Open Offer is not being undertaken in CREST.
 
2          The New Shares
 
Application will be made for the New Shares to be admitted to trading on the NEX Exchange Growth Market.
The New Shares, which will initially be issued in registered form but may be transferred into CREST, will be credited as fully paid and will rank, at the time of issue, pari passu in all respects with the existing Shares.  The New Shares are not being made available in whole or in part to the public, except under the terms of the Placing and Open Offer.
 
3            Procedure for application and payment
 
Shareholders may apply for any whole number of New Shares up to the maximum number being offered, provided that the minimum application must be for a minimum of 100,000 New Shares. Any application monies paid in excess of the required amount will be returned to the applicant without interest.
Application may only be made on the Application Form, which is personal to the Shareholder.  Shareholders wishing to apply for New Shares should complete and sign the Application Form in accordance with the instructions thereon and send or deliver it by hand (during normal business hours) or by post, together with a remittance for the full amount payable on application, to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, so as to arrive not later than 3.00 pm on 22^nd November 2017, at which time the Open Offer will close.  Application Forms received after this time, subject as set out below, will not be accepted as valid applications.  Applications, once made, will be irrevocable and will not be acknowledged.  If an Application Form is sent by first class post, Shareholders are recommended to allow at least three working days for delivery.  Instructions and other terms set out in the Application Form are part of the terms of the Open Offer.  If a Shareholder does not wish to apply for New Shares under the Open Offer, he or she should not complete and return the Application Form.
The Application Form represents a right to apply for New Shares but is not a document of title and cannot be traded.  Application Forms may not be split, assigned or transferred, except in connection with bona fide market claims.
The allotment and issue of New Shares under the Open Offer will be made upon and subject to the terms and conditions set out in this document and in the Application Form. Shareholders will only be entitled to participate in the Open Offer in accordance with the procedure set out in this Part 2.

4            Payment

All payments must be made by cheque or banker's draft in pounds sterling drawn on a bank or building society in the UK which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by either of those companies.  Such cheques or banker's drafts must bear the appropriate sort code and must be for the full amount payable on application.
Cheques should be drawn on a personal account in respect of which the applicant has sole or joint title to the funds and should be made payable to "Share Registrars Limited Receiving Agent Account" and crossed "A/c payee only".  Third party cheques (other than building society cheques or banker's drafts where the building society or banker has confirmed that the relevant applicant has title to the underlying funds) will not be accepted.
Cheques and banker's drafts will be presented for payment on receipt and it is a term of the Open Offer that cheques and banker's drafts are honoured on first presentation.  If this term is not met, the application may be rejected.  If the Open Offer does not become unconditional, all monies will be returned (at the applicant's sole risk) without payment of interest as soon as reasonably practicable following the lapse of the Open Offer.
All documents or remittances sent by or to an applicant, or as he or she may direct, will be sent through the post at his or her own risk.
The Company may (in its sole discretion) treat any application as valid and binding on the person by whom or on whose behalf it is lodged even if a remittance is not honoured or an application is not completed in accordance with the relevant instructions.

5            Taxation

Persons who are in any doubt as to their tax position in relation to taking up any New Shares under the Open Offer or who may be subject to tax in any jurisdiction other than the UK are strongly recommended to consult an appropriate professional advisor immediately.

6            Money laundering

The UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 ("Money Laundering Regulations") may require the Company and/or Share Registrars Ltd to establish the identity of the person by whom or on whose behalf an Application Form is lodged with payment ("verification of identity requirements").  Any person who lodges an application form with payment, and any agent lodging an application form on his behalf, is hereby deemed to agree to provide the Company with such information and other evidence it may require satisfy the verification of identity requirements.
If the verification of identity requirements apply in relation to any applicant, the relevant New Shares will not be issued until the verification identity requirements have been satisfied.  The Company is entitled in its absolute discretion to determine whether the verification identity requirements apply and whether such requirements have been satisfied, and the Company will not be liable to any person to any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in a delay in the dispatch of share certificates, and if not satisfied by 29^th November 2017 the Company may in its absolute discretion treat the relevant application as invalid, in which event the monies paid on acceptance of the Open Offer will be returned (at the applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or bank draft was drawn.
Submission of an Application Form with the appropriate payment will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such payment.
The verification of identity requirements will not usually apply:
(a)        if the applicant is an organisation required to comply with the Money Laundering Directive (91/308/EEC);
(b)       if the applicant is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
(c)        if the applicant (not being an applicant delivering his or her application in person) makes payment by way of a cheque drawn on an account in the applicant's name).
In other cases where the verification of identity requirements may apply, satisfaction of these requirements may be facilitated as follows:
(i)        if payment is made by cheque or bankers draft in pounds sterling drawn on a branch in the UK of a bank or building society which bears a UK bank sort code number, the following applies.  Cheques should be made payable to "Share Registrars Ltd Receiving Agent Account" and crossed "A/c payee only".  Third-party cheques will not be accepted with the exception of building society cheques or bankers drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/bankers draft to such effect.  The account name should be the same as that shown on the application form;
(ii)       if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (a) above or which is subject to anti-money-laundering regulations in a country which is a member of the Financial Action Task Force, the agent should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company.

If an Application Form in respect of New Shares is lodged by hand by the applicant in person, or if the Application Form is lodged by hand by the applicant and the accompanying payment is not the applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (e.g. passport) and separate evidence of his or her address.

7          Scaling

Should applications for Open Offer Shares exceed the 14,463,166 New Shares being offered to Qualifying Shareholders as a result of excess applications, resulting in a scaling back of applications, each Qualifying Shareholder who has made a valid excess application and from whom payment in full for such shares has been received in cleared funds will receive a pounds Sterling amount equal to the number of excess shares applied and paid for but not allocated multiplied by the issue price. Monies will be returned as soon as reasonably practicable, without payment of interest and at the Applicant's sole risk.
 
The record date for entitlements under the Open Offer is 7^th November 2017 and the ex-entitlement date is 8^th November 2017. The Open Offer shall close at 3 p. m. GMT on 22^nd November 2017. The Placing and Open Offer will raise £250,000 before expenses. The net proceeds shall be applied to the extinguishment of the Company's indebtedness and to general working capital purposes in pursuit of the Company's business strategy, as these are set out in the Circular.
 
A copy of the Circular, which recipients should read in full, is available as a downloadable PDF from the NEX Exchange website http://www.nexexchange.com/member?securityid=101329 and clicking on the relevant link under the heading "Shareholder Documents" on the lower right of the web page; and from the Company on www.helleniccapital.com.
 
Mark Jackson, MBA, FCA
Chairman
Hellenic capital plc
Kingston-upon-Hull, 7^th November 2017
 
The foregoing announcement has been issued after due and careful enquiry and the Directors of Hellenic accept responsibility for its content.
 
Enquiries:
Hellenic Capital plc:         Mark Jackson
E-mail:                           mark.jackson@jsacc
Tel:                                +44 1482 794654
 
Keith, Bayley, Rogers & Co. Limited:   Graham Atthill-Beck
E-mail:                         blackpearladvisers@gmail.com
                                       Graham.Atthill-Beck@kbrl.co.uk
Tel:                                +44 20 7464 4091
Mob:                              +971 50 856 9408; +44 750 643 4107
 
Ends.