Caledonia Mining Corp Plc 6-K, filed Jan 13, 2023
Caledonia Mining Corp Plc (CMCL)
About this 6-K
Caledonia Mining Corp Plc filed this 6-K on January 13, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
For the month of January 2023
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)
B006 Millais House
Castle Quay
St Helier
Jersey JE2 3EF
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INCORPORATION BY REFERENCE
Exhibit 99.1 included with this report on Form 6-K is expressly incorporated by reference into this report and is hereby incorporated by reference as exhibit to the Registration Statement on Form F-3 of Caledonia Mining Corporation Plc (File No. 333-255500), as amended or supplemented.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CALEDONIA MINING CORPORATION PLC | ||
| (Registrant) | ||
| Date: January 13, 2023 | /s/ STEVE CURTIS | |
| Steve Curtis | ||
| CEO and Director | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Caledonia Mining Corporation Plc: Notification of relevant change to significant shareholder |
EXHIBIT 99.1
Caledonia Mining Corporation Plc: Notification of relevant change to significant shareholder
ST HELIER, Jersey, Jan. 13, 2023 (GLOBE NEWSWIRE) -- Caledonia Mining Corporation
Plc (“Caledonia” or the “Company”) (NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL) announces that it
received notification on January 12, 2023 from Allan Gray Proprietary Limited (“Allan Gray”), a “significant
shareholder” of the Company as defined by the AIM Rules for Companies.
Upon the recent completion of the transaction to acquire Bilboes Gold Limited (see announcement by the Company on January 6, 2023), the Company issued 4,425,797 new shares representing 25.64 per cent of Caledonia’s fully diluted share capital. The Company now has three new significant shareholders, as set out in the announcement, and, as a consequence, Allan Gray’s percentage interest in the fully diluted share capital has decreased and the Company has been notified by Allan Gray accordingly.
A copy of the notification is below.
Enquiries:
| Caledonia
Mining Corporation Plc Mark Learmonth Camilla Horsfall | Tel: +44 1534 679 802 Tel: +44 7817 841793 |
| Cenkos
Securities plc (Nomad and Joint Broker) Adrian Hadden Neil McDonald Pearl Kellie | Tel: +44 207 397 1965 Tel: +44 131 220 9771 Tel: +44 131 220 9775 |
| Liberum
Capital Limited (Joint Broker) Scott Mathieson/Kane Collings | Tel: +44 20 3100 2000 |
| BlytheRay
Financial PR Tim Blythe/Megan Ray | Tel: +44 207 138 3204 |
| 3PPB Patrick Chidley Paul Durham | Tel: +1 917 991 7701 Tel: +1 203 940 2538 |
| Curate
Public Relations (Zimbabwe) Debra Tatenda | Tel: +263 77802131 |
TR-1: Standard form for notification of major holdings
1.
Issuer Details
ISIN
JE00BF0XVB15
Issuer Name
CALEDONIA
MINING CORPORATION PLC
UK or Non-UK Issuer
UK
2.
Reason for Notification
An event changing the breakdown of voting rights
3.
Details of person subject to the notification obligation
Name
Allan Gray
Proprietary Limited
City of registered office (if applicable)
Cape Town
Country
of registered office (if applicable)
South Africa
4.
Details of the shareholder
Full name of shareholder(s) if different from the person(s)
subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5.
Date on which the threshold was crossed or reached
10-Jan-2023
6.
Date on which Issuer notified
12-Jan-2023
7. Total positions of person(s) subject to the notification obligation
| . | % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer |
| Resulting situation on the date on which threshold was crossed or reached | 11.993200 | 0.000000 | 11.993200 | 2069891 |
| Position of previous notification (if applicable) | 16.129000 | 0.000000 | 16.129000 |
8.
Notified details of the resulting situation on the date on which the threshold was crossed
or reached
8A. Voting rights attached to shares
| Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) | |
| JE00BF0XVB15 | 2069891 | 11.993200 | |||
| Sub Total 8.A | 2069891 | 11.993200% | |||
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
| Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
| Sub Total 8.B1 | ||||
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
| Sub Total 8.B2 | |||||
9.
Information in relation to the person subject to the notification obligation
1. Person
subject to the notification obligation is not controlled by any natural person or legal entity
and does not control any other undertaking(s) holding directly or indirectly an interest
in the (underlying) issuer.
| Ultimate controlling person | Name of controlled undertaking | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
10.
In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11.
Additional Information
Due to a change in voting rights, rather than a share disposal.
12.
Date of Completion
12 January 2023
13.
Place Of Completion
Cape Town, South Africa.