Serval Resources Plc - Retail Offer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE ASSIMILATED REGULALTION REGULATION (EU) 596/2014 AND DELEGATED ACTS, IMPLEMENTING ACTS, TECHNICAL STANDARDS AND GUIDELINES THEREUNDER AS THEY FORM PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

 

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 SERVAL RESOURCES PLC.

 

14 October 2026

 

Serval Resources Plc

 

("Serval" or the "Company")

 

Retail Offer

 

• Serval announces a conditional retail offer of Retail Offer Shares via RetailBook;
• The Issue Price is 25 pence per Retail Offer Share, representing a discount of 18.0 per cent to the closing mid-price of the Company's existing ordinary shares on 6 October 2026;
• Investors can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms (subject to such partners' participation);
• Applications for new Retail Offer Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts;
• The Retail Offer is available to both existing shareholders and new investors;
• There is a minimum subscription of £250 per investor in the Retail Offer;
• No commission will be charged by RetailBook on applications to the Retail Offer;
• UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors; and
• More information on RetailBook's partner network and how investors can participate in the Retail Offer can be found here: https://app.retailbook.com/offers/serval-resources-plc.

 

 

The Retail Offer

 

Serval (AIM: SRVL), the AIM-quoted company focused on building a portfolio of exploration and development assets in the emerging copper belts of Namibia, Botswana and Côte d'Ivoire, is pleased to announce a conditional retail offer of new ordinary shares in the Company (the "Retail Offer Shares") via RetailBook (the "Retail Offer") at an issue price of 25 pence per new Ordinary Share (the "Issue Price"), being a discount of 18.0 per cent to the closing mid-price of the Company's existing ordinary shares on 6 October 2026.

 

The Retail Offer Shares are expected to be admitted to trading on AIM on or around 3 November 2026.

 

As announced earlier today, the Company is also conducting a firm placing of new ordinary shares in the Company (the "Firm Placing Shares" and the "Firm Placing") and, subject to shareholder approval, a conditional placing of new ordinary shares in the Company (the "Conditional Placing Shares" and the "Conditional Placing" and together with the Firm Placing, the "Placing"), and a subscription of new ordinary shares in the Company ("Subscription Shares" and the "Subscription") (the Retail Offer, Firm Placing, Conditional Placing and Subscription, together the "Fundraise"), each at the Issue Price. In aggregate the Company seeks to raise gross proceeds of in aggregate a minimum of £6.5 million from the Fundraise.

 

For the avoidance of doubt, the Retail Offer is not part of the Firm Placing, the Conditional Placing or the Subscription.

 

The Fundraise will be completed in two tranches. The first tranche will consist of the issue of 9,689,164 Firm Placing Shares pursuant to the terms of an agreement between the Company, S.P. Angel Corporate Finance LLP and H&P Advisory Limited dated 14 October 2026, which will be issued pursuant to the shareholder authorities approved at the Annual General Meeting on 24 June 2026 (the "AGM Authorities"). The Firm Placing Shares are expected to be admitted to trading on AIM on or around 16 October 2026 ("First Admission").  At First Admission, the Company will also issue 4,365,526 consideration warrants and 401,445 additional report warrants, in each case to subscribe for new ordinary shares to KCL Investments Limited at nominal value.

 

The second tranche will consist of the issue of the Retail Offer Shares, up to 14,180,000 Conditional Placing Shares and 2,182,000 Subscription Shares (together, the "Conditional Fundraising Shares"). The issue of the Conditional Fundraising Shares will be conditional upon, amongst other things, shareholder approval being received at a general meeting of the Company, which is proposed to be convened at such date and time to be fixed and announced by the Company in due course (the "General Meeting"). Subject to and conditional on, among other things, the receipt of shareholder approval at the General Meeting, the Conditional Fundraise Shares are expected to be admitted to trading on AIM on or around 3 November 2026 ("Second Admission"). At Second Admission, the Company will also issue warrants to subscribe for new ordinary shares to S.P. Angel Corporate Finance LLP and H&P Advisory Limited in connection with the Placing.

 

The Retail Offer is therefore conditional on the approval of the shareholders of the Company at the General Meeting of the Company and upon Second Admission occurring.

 

The Retail Offer will not be completed without the Placing and Subscription also being completed.

 

The Company will use the net proceeds from the Fundraise to accelerate exploration across its prospective African copper portfolio, including a large-scale drilling programme in Namibia. In addition, the Fundraise is intended to fund a maiden drilling programme in Botswana and continued exploration work on the Duékoué project in Côte d'Ivoire.

 

Reason for the Retail Offer

 

The Company values its retail shareholder base and believes that it is in the best interests of shareholders, as well as wider stakeholders, to provide retail and other interested investors the opportunity to participate in the Retail Offer.

 

The Retail Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The Retail Offer is expected to close at 5.00 p.m. on 15 October 2026 and may close earlier at the discretion of the Company or if it is oversubscribed.

 

Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. More information on RetailBook's partner network can be found https://app.retailbook.com/offers/serval-resources-plc.

 

Applications for Retail Offer Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future RetailBook transactions, should contact partners@retailbook.com. UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new and existing shareholders of the Company. To be eligible to participate in the Retail Offer, applicants must be a customer of a participating partner.

 

Eligible investors wishing to subscribe for Retail Offer Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer.

 

Some partners may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

 

Investors should also note that the Retail Offer will remain open alongside a live share price and the market price of the shares may be less than the Issue Price.

 

 

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 Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

 

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. 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.

 

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

 

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

 

 

Enquiries

 

 

Further information on the Company can be found on its website at https://www.servalresources.com/

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Retail Book Limited ("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The Retail Offer is offered in the United Kingdom under an exemption from the requirement to publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such, there is no need for publication of a prospectus pursuant to the FCA Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the "PRM"), or for approval of the same by the FCA. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.

 

This announcement is not for publication or distribution in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

 

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is authorised and regulated in the United Kingdom by the FCA (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Retail Book expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

No statement in this announcement constitutes or should be construed as being (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.

 

END