REG - Phoenix Copper Ltd - Proposed Placing, Subscription and Retail Offer
26/01/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240126:nRSZ9834Aa&default-theme=true
RNS Number : 9834A Phoenix Copper Limited 26 January 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN PHOENIX COPPER LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF PHOENIX COPPER LIMITED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION.
26 January 2024
Phoenix Copper Limited
('Phoenix' or the 'Company')
Purchase of Equipment, Proposed Placing, Subscription and Retail Offer
Phoenix Copper Limited (AIM: PXC, OTCQX: PXCLY), the AIM-quoted USA-focused
base and precious metals emerging producer and exploration company, announces
its intention to raise approximately £2.2 million (before expenses) through
the issue of new ordinary shares of no par value in the capital of the Company
("Ordinary Shares") at 11.5 pence per Ordinary Share (the "Issue Price") (the
"Fundraise") to fund the purchase of mining and processing equipment (as
detailed below) at a potential substantial discount to new value, and for
general working capital purposes, whilst the Company continues to work towards
completion of the Company's proposed corporate bond issue.
Summary
· The Company intends to raise approximately £2.2 million, in
aggregate, pursuant to the Fundraise (further details outlined below). The
allotment and issue of the new Ordinary Shares pursuant to the Fundraise will
be within the Company's existing share authorities granted at the Company's
annual general meeting in June 2023.
· Certain Directors of the Company and members of the Company's
advisory board have indicated their intention to participate in the Fundraise,
by way of a direct subscription with the Company.
· The Directors intend that net proceeds of the Fundraise will be
used to fund the purchase of mining and processing equipment (as detailed
below and subject to agreement of terms) at a substantial discount to new
value, and for general working capital purposes. In the unlikely event that
the purchase of the mining equipment does not progress, all the net proceeds
will be used for general working capital purposes and to progress the work at
the Company's Empire Open Pit Mine in Idaho.
· In addition to the Fundraise, and as previously announced on 5
January 2024, the Company remains in advanced discussions on its proposed
corporate copper bond financing and remains in negotiations with the lender to
roll the Company's existing short-term loan facility into a new and larger
facility before the repayment date of 23 March 2024. During such discussions
the lender has agreed to waive its conversion rights on the short-term loan
facility for one month from 25 January 2024.
· In the event that the Bond Financing does not complete and a new
facility is not put in place before 23 March 2024, the Company will be
required to seek alternative sources of funding to fund the future working
capital and capex requirements of the Company, and to repay the Facility.
The Fundraise, which is being undertaken whilst the Company continues to work
towards completion of the Company's proposed corporate bond issue, will
comprise:
· a placing raising approximately £1.2 million (the "Placing")
through the issue of new Ordinary Shares (the "Placing Shares") at the Issue
Price;
· a subscription of approximately £1.0 million (the
"Subscription") by certain Directors, advisory board members of the Company
and certain other investors for new Ordinary Shares (the "Subscription
Shares"); and
· a retail offer of up to £0.2 million to eligible existing retail
Shareholders on the BookBuild Platform at the Issue Price (the "Retail
Offer"). The Retail Offer aims to provide existing retail investors in the UK
with an opportunity to participate in the Fundraise. A separate announcement
will be made in due course regarding the Retail Offer and its terms.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement. A further announcement
confirming the closing of the Bookbuild and the number of new Ordinary Shares
to be issued pursuant to the Placing and Subscription is expected to be made
in due course.
The Placing is subject to the terms and conditions set out in Appendix III to
this Announcement. Panmure Gordon (UK) Limited ("Panmure Gordon") and WH
Ireland Limited ("WH Ireland") are acting as joint bookrunners (the "Joint
Bookrunners") in connection with the Placing. Tavira Financial Limited
("Tavira") are acting as lead bookrunner for the Subscription. The allotment
and issue of the Placing Shares, and any new Ordinary Shares pursuant to the
Retail Offer and Subscription, will take place pursuant to the Company's
existing share authorities granted at the Company's annual general meeting in
June 2023.
The following sets out the background to, and the reasons for, the Fundraise
and explains why the Directors consider the Fundraise to be in the best
interests of the Company and its Shareholders as a whole.
Rationale for the Fundraise
As announced on 18 January 2024, the pre-feasibility study ("PFS") for the
Empire Open-Pit Mine is nearing completion and, barring any unforeseen delays,
is anticipated for delivery to the Company by late Q1 2024 or early Q2 2024.
The final PFS report will include a comprehensive mine plan, mineral
processing design, compliant mineral reserves calculated as deliverable metal
for smelting or refining, net of mining dilution, detailed operating and
capital cost estimates, and final economic analysis and cashflow. The
completion of this report will represent a significant milestone for the
Company and will enable the Directors to make final amendments to the Plan of
Operations for permitting purposes and, subject to finance, to procure the
remaining capital equipment items.
The milling and recovery process developed for the Empire Open-Pit Mine is
crush-grind and acid tank leach-cementation copper. As part of the estimation
and pricing of capital equipment for the PFS, the Company has been given an
opportunity to purchase certain equipment in good operating condition at a
significant discount to the price of that equipment when new. If it completes,
this purchase should give the Company a significant capex reduction and the
Directors anticipate it will have a material impact on the PFS economic
analysis, as well as reducing the time required to purchase certain long
lead-time items.
The Company is anticipating purchasing, amongst other items, a grinding
circuit and related components, including spare parts (the "Equipment"). The
purchase of any Equipment is subject to negotiations and completion of final
purchase documentation.
Use of Proceeds and working capital
As set out above the net proceeds of the Fundraise will be used to progress
the purchase of the Equipment (including taxes and shipping) and for general
working capital purposes. In the unlikely event that the purchase of the
Equipment does not complete, all funds will be applied for general working
capital purposes and to progress the work at the Company's Empire Open Pit
Mine in Idaho, USA.
In addition to the Fundraise, and as previously announced on 5 January 2024,
the Company remains in advanced discussions with a number of interested bond
investors in relation to the Company's proposed corporate copper bond
financing which is intended to finance construction of the Empire Open-Pit
Mine in Idaho, USA (the "Bond Financing"). Furthermore, with respect to its $2
million short-term loan facility (the "Facility"), the lender has agreed to
waive its conversion rights for one month from 25 January 2024, whilst the
Company remains in negotiations with the lender to roll the Facility into a
new and larger facility before the repayment date of 23 March 2024. The
Directors remain confident that the Bond Financing will be closed and that the
Facility will be rolled into a new and larger facility. At this stage,
however, there can be no certainty that the Company will receive the Bond
Financing or that the Facility will be rolled into a new facility.
In the event that the Bond Financing does not complete and a new facility is
not put in place before 23 March 2024, the Company will be required to seek
alternative sources of funding to fund the future working capital and capex
requirements of the Company, and to repay the Facility. Further announcements
relating to the Bond Financing and the Facility will be made as appropriate.
The Fundraise
The Placing
The Placing is being conducted by the Joint Bookrunners. A placing agreement
has been entered into between the Company and the Joint Bookrunners in
connection with the Placing (the "Placing Agreement"). The Placing is not
being underwritten.
The Placing Shares are being offered by way of the Bookbuild, which will open
immediately following the release of this Announcement, in accordance with the
terms and conditions set out in Appendix III to this Announcement. A further
announcement confirming closing of the Bookbuild and the number of Placing
Shares to be issued pursuant to the Placing is expected to be made in due
course.
The timing of the closure of the Bookbuild, the number of Placing Shares and
the allocation of the Placing Shares between Placees is to be determined at
the discretion of the Company and the Joint Bookrunners.
Members of the public are not eligible to take part in the Placing.
The Placing is conditional upon, amongst other things, the admission of the
Placing Shares to trading on the AIM market of the London Stock Exchange
("Admission") becoming effective and the Placing Agreement between the Company
and the Joint Bookrunners becoming unconditional and not having been
terminated in accordance with its terms.
The Joint Bookrunners have the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including (but not limited to): in
the event that any of the warranties set out in the Placing Agreement are not
true and accurate or are misleading when given or the Company fails to comply
with any of its obligations under the Placing Agreement prior to Admission.
The Joint Bookrunners may also terminate the Placing Agreement if there has
been, or is reasonably likely to occur, a material adverse change in national
or international political, military, diplomatic, economic, financial or
market conditions (including disruption to trading on any relevant stock
exchange) or currency exchange rates or exchange controls or any statutory or
regulatory matter, which in the opinion of the Joint Bookrunners has a
material and adverse effect on the Placing or otherwise render the Placing
temporarily or permanently impracticable or inadvisable.
If this termination right is exercised, or if the conditionality in the
Placing Agreement is not satisfied, the Placing will not proceed.
The Subscription
Marcus Edwards-Jones, Ryan McDermott, Richard Wilkins and Andre Cohen, being
Directors of the Company, Dennis Thomas and Harry Kenyon-Slaney, being members
of the Company's Advisory Board, and certain other investors have indicated
their intention to subscribe for new Ordinary Shares at the Issue Price
pursuant to the terms and conditions of subscription letters to be entered
into between the relevant Directors and the Company on or about the date
hereof.
The Subscription Shares will be subscribed for on the basis agreed pursuant to
subscription agreements between the Company and the relevant subscribers,
rather than pursuant to the terms and conditions of the Placing contained in
the Appendix III to this Announcement.
Tavira is acting as lead bookrunner for the Subscription and further details
relating to the Subscription, including the total number of new Ordinary
Shares to be subscribed for and the aggregate gross proceeds of the
Subscription, will be announced as soon as practicable after closure of the
Bookbuild.
The Retail Offer
The Company also intends to raise up to £0.2 million by way of the Retail
Offer. The issue of the Retail Offer Shares will be at the Issue Price and
will also rely upon the existing authorities to allot equity securities
granted at the Company's annual general meeting in June 2023.
The terms and conditions in respect of the Retail Offer will be set out in a
separate announcement to be made shortly.
Completion of the Retail Offer is conditional upon the completion of the
Placing but completion of the Placing is not conditional on the completion of
the Retail Offer or the Subscription
Persons who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix III.
For further information please visit https://phoenixcopperlimited.com
(https://phoenixcopperlimited.com/)
Contacts
Phoenix Copper Limited Ryan McDermott Tel: +1 208 954 7039
Brittany Lock Tel: +1 208 794 8033
Richard Wilkins Tel: +44 7590 216 657
SP Angel Corporate Finance LLP (Nominated Adviser) David Hignell / Caroline Rowe / Kasia Brzozowska Tel: +44 20 3470 0470
Tavira Financial Limited (Joint Broker and lead bookrunner to the Jonathan Evans / Oliver Stansfield Tel: +44 20 7100 5100
Subscription)
WH Ireland (Joint Broker and Joint Bookrunner) Harry Ansell / Katy Mitchell Tel: +44 20 7220 1666
Panmure Gordon (UK) Limited (Joint Broker and Joint Bookrunner) Mark Murphy / Will Goode / Joseph Tan Tel: +44 20 7886 2500
EAS Advisors (US Corporate Adviser) Matt Bonner / Rogier de la Rambelje Tel: +1 (646) 495-2225
BlytheRay Tim Blythe / Megan Ray Tel: +44 20 7138 3204
(Financial PR)
Notes
Phoenix Copper Limited is a USA focused, base and precious metals emerging
producer and exploration company, initially targeting copper, gold, silver and
zinc production from an open pit mine.
Phoenix's primary operations are focused near Mackay, Idaho in the Alder
Creek mining district, at the 80% owned Empire Mine property, which
historically produced copper at grades of up to 8%, as well as gold, silver,
zinc and tungsten, from an underground mine.
Since 2017, Phoenix has carried out extensive drill programmes which have
defined a NI 43-101 completed PEA (preliminary economic assessment) for an
open pit heap leach solvent extraction and electrowinning ("SX-EW") mine,
which was updated in October 2020. From the 2020 PEA, the measured and
indicated resource is 22,909,059 tonnes at an average grade of 0.38% copper,
0.324 grammes per tonne ("g/t") gold, 10.3 g/t silver, and 0.19% zinc. The
contained metal for the measured and indicated resource is 87,543 tonnes of
copper, 238,406 ounces of gold, 7,595,198 ounces of silver and 43,871 tonnes
of zinc.
In addition to Empire, the district includes the historic Horseshoe, White
Knob and Blue Bird Mines, past producers of copper, gold, silver, zinc, lead
and tungsten from underground mines. A new discovery at Red Star, 330 metres
northwest of the Empire Mine proposed open pit, has revealed high grade
silver / lead sulphide ore, and from three shallow exploration drill holes a
maiden inferred resource of 103,000 tonnes containing 173.4 g/t silver, 0.85
g/t gold and 3.85% lead (1.6 million ounces silver equivalent) was reported in
an NI 43-101 technical report published in May 2019. Additionally, the
district includes Navarre Creek, a volcanic hosted precious metals target in
a 16.09 sq km area. The Company's total land package at Empire comprises 8,434
acres (34.13 sq kms).
At Empire, it is estimated that less than 1% of the potential ore system has
been explored to date and, accordingly, there is significant opportunity to
increase the resource through phased exploration. The stated aim of the
Company is to fund this phased exploration through free cashflow generated by
its initial mine. A Plan of Operations in respect of the initial open pit mine
was filed with the relevant regulatory authorities in June 2021.
Phoenix also has two wholly owned cobalt properties on the Idaho Cobalt Belt
to the north of Empire. An Earn-In Agreement has been signed with Electra
Battery Materials, Toronto, in respect of one of those properties.
Phoenix is listed on London's AIM (PXC), and trades on New York's OTCQX
Market (PXCLF and PXCLY (ADRs)). More details on the Company, its assets and
its objectives can be found on PXC's website
at https://phoenixcopperlimited.com/
(https://phoenixcopperlimited.com/)
IMPORTANT NOTICES
THIS ANNOUNCEMENT , INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT")
AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED,
TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN APPROVED,
DISAPPROVED OR RECOMMENDED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OF THE PLACING SHARES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS
HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT
CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA
RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN
RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL
THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING, WITHOUT
LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL
OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE
ADVICE BEFORE TAKING ANY ACTION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE RESPONSIBILITY OF, THE
COMPANY. NO UNDERTAKING, REPRESENTATION, WARRANTY OR OTHER ASSURANCE, EXPRESS
OR IMPLIED, IS MADE OR GIVEN BY OR ON BEHALF OF THE COMPANY, PANMURE GORDON
(UK) LIMITED ("PANMURE GORDON"), W H IRELAND LIMITED ("WH IRELAND"), SP ANGEL
CORPORATE FINANCE LLP ("SP ANGEL") OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, PARTNERS, EMPLOYEES, AGENTS OR ADVISERS OR ANY OTHER PERSON AS TO
THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR OPINIONS CONTAINED IN THIS
ANNOUNCEMENT AND NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY ANY OF THEM FOR
ANY SUCH INFORMATION OR OPINIONS OR FOR ANY ERRORS, OMISSIONS OR
MISSTATEMENTS, NEGLIGENCE OR OTHERWISE IN THIS ANNOUNCEMENT.
PANMURE GORDON, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE
FCA, IS ACTING AS JOINT BROKER AND JOINT BOOKRUNNER EXCLUSIVELY FOR THE
COMPANY AND NO ONE ELSE IN CONNECTION WITH THE PLACING AND THE CONTENTS OF
THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A
RECIPIENT OF THIS ANNOUNCEMENT) AS ITS CLIENT IN RELATION TO THE PLACING NOR
WILL IT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR PROVIDING ADVICE IN RELATION TO THE
CONTENTS OF THIS ANNOUNCEMENT. APART FROM THE RESPONSIBILITIES AND
LIABILITIES, IF ANY, WHICH MAY BE IMPOSED ON PANMURE GORDON BY FSMA OR THE
REGULATORY REGIME ESTABLISHED THEREUNDER, PANMURE GORDON ACCEPTS NO
RESPONSIBILITY WHATSOEVER, AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE CONTENTS OF THIS ANNOUNCEMENT INCLUDING ITS ACCURACY,
COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO
BE MADE BY IT, OR ON BEHALF OF IT, THE COMPANY OR ANY OTHER PERSON, IN
CONNECTION WITH THE COMPANY AND THE CONTENTS OF THIS ANNOUNCEMENT, WHETHER AS
TO THE PAST OR THE FUTURE. PANMURE GORDON ACCORDINGLY DISCLAIMS ALL AND ANY
LIABILITY WHATSOEVER, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE (SAVE AS
REFERRED TO ABOVE), WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THE CONTENTS
OF THIS ANNOUNCEMENT OR ANY SUCH STATEMENT.
WH IRELAND, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE
FCA, IS ACTING AS JOINT BROKER AND JOINT BOOKRUNNER EXCLUSIVELY FOR THE
COMPANY AND NO ONE ELSE IN CONNECTION WITH THE PLACING AND THE CONTENTS OF
THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A
RECIPIENT OF THIS ANNOUNCEMENT) AS ITS CLIENT IN RELATION TO THE PLACING NOR
WILL IT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR PROVIDING ADVICE IN RELATION TO THE
CONTENTS OF THIS ANNOUNCEMENT. APART FROM THE RESPONSIBILITIES AND
LIABILITIES, IF ANY, WHICH MAY BE IMPOSED ON WH IRELAND BY FSMA OR THE
REGULATORY REGIME ESTABLISHED THEREUNDER, WH IRELAND ACCEPTS NO RESPONSIBILITY
WHATSOEVER, AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE CONTENTS OF THIS ANNOUNCEMENT INCLUDING ITS ACCURACY, COMPLETENESS OR
VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY IT, OR
ON BEHALF OF IT, THE COMPANY OR ANY OTHER PERSON, IN CONNECTION WITH THE
COMPANY AND THE CONTENTS OF THIS ANNOUNCEMENT, WHETHER AS TO THE PAST OR THE
FUTURE. WH IRELAND ACCORDINGLY DISCLAIMS ALL AND ANY LIABILITY WHATSOEVER,
WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE (SAVE AS REFERRED TO ABOVE),
WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THE CONTENTS OF THIS ANNOUNCEMENT
OR ANY SUCH STATEMENT.
TAVIRA FINANCIAL LIMITED, WHICH IS AUTHORISED AND REGULATED IN THE UNITED
KINGDOM BY THE FCA, IS ACTING AS JOINT BROKER AND JOINT BOOKRUNNER
EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE PLACING AND
THE CONTENTS OF THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON
(WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS ITS CLIENT IN RELATION TO
THE PLACING NOR WILL IT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR
PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR PROVIDING ADVICE IN
RELATION TO THE CONTENTS OF THIS ANNOUNCEMENT. APART FROM THE RESPONSIBILITIES
AND LIABILITIES, IF ANY, WHICH MAY BE IMPOSED ON TAVIRA FINANCIAL LIMITED BY
FSMA OR THE REGULATORY REGIME ESTABLISHED THEREUNDER, TAVIRA FINANCIAL LIMITED
ACCEPTS NO RESPONSIBILITY WHATSOEVER, AND MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE CONTENTS OF THIS ANNOUNCEMENT INCLUDING ITS
ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR
PURPORTED TO BE MADE BY IT, OR ON BEHALF OF IT, THE COMPANY OR ANY OTHER
PERSON, IN CONNECTION WITH THE COMPANY AND THE CONTENTS OF THIS ANNOUNCEMENT,
WHETHER AS TO THE PAST OR THE FUTURE. TAVIRA FINANCIAL LIMITED ACCORDINGLY
DISCLAIMS ALL AND ANY LIABILITY WHATSOEVER, WHETHER ARISING IN TORT, CONTRACT
OR OTHERWISE (SAVE AS REFERRED TO ABOVE), WHICH IT MIGHT OTHERWISE HAVE IN
RESPECT OF THE CONTENTS OF THIS ANNOUNCEMENT OR ANY SUCH STATEMENT.
SP ANGEL, WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FCA,
IS ACTING AS NOMINATED ADVISER EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN
CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT AND WILL NOT REGARD ANY
OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS ITS CLIENT
IN RELATION TO THE CONTENTS OF THIS ANNOUNCEMENT NOR WILL IT BE RESPONSIBLE TO
ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS
CLIENTS OR FOR PROVIDING ADVICE IN RELATION TO THE CONTENTS OF THIS
ANNOUNCEMENT. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, WHICH
MAY BE IMPOSED ON SP ANGEL BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA") OR THE REGULATORY REGIME ESTABLISHED THEREUNDER, SP ANGEL
ACCEPTS NO RESPONSIBILITY WHATSOEVER, AND MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE CONTENTS OF THIS ANNOUNCEMENT INCLUDING ITS
ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR
PURPORTED TO BE MADE BY IT, OR ON BEHALF OF IT, THE COMPANY OR ANY OTHER
PERSON, IN CONNECTION WITH THE COMPANY AND THE CONTENTS OF THIS ANNOUNCEMENT,
WHETHER AS TO THE PAST OR THE FUTURE. SP ANGEL ACCORDINGLY DISCLAIMS ALL AND
ANY LIABILITY WHATSOEVER, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE (SAVE
AS REFERRED TO ABOVE), WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THE
CONTENTS OF THIS ANNOUNCEMENT OR ANY SUCH STATEMENT. THE RESPONSIBILITIES OF
SP ANGEL AS THE COMPANY'S NOMINATED ADVISER UNDER THE AIM RULES FOR COMPANIES
AND THE AIM RULES FOR NOMINATED ADVISERS ARE OWED SOLELY TO THE LONDON STOCK
EXCHANGE AND ARE NOT OWED TO THE COMPANY OR TO ANY DIRECTOR OR SHAREHOLDER OF
THE COMPANY OR ANY OTHER PERSON, IN RESPECT OF ITS DECISION TO ACQUIRE SHARES
IN THE CAPITAL OF THE COMPANY IN RELIANCE ON ANY PART OF THIS ANNOUNCEMENT, OR
OTHERWISE.
THE INFORMATION IN THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO
ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION, REPRODUCTION, OR DISCLOSURE OF THIS INFORMATION IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS AND REGULATIONS OF OTHER
JURISDICTIONS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE. ALL OFFERS OF THE PLACING SHARES WILL BE MADE
PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION, OR THE UK
PROSPECTUS REGULATION, (AS THE CASE MAY BE) FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS. THIS ANNOUNCEMENT IS BEING DISTRIBUTED TO PERSONS IN THE UNITED
KINGDOM ONLY IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF FSMA DOES NOT APPLY.
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN INFORMATION DRAWN
FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE COMPREHENSIVE AND HAS NOT BEEN
INDEPENDENTLY VERIFIED. THIS ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY
BE DEEMED FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE
COMPANY'S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT
FACTORS BEYOND THE CONTROL OF THE COMPANY (INCLUDING BUT NOT LIMITED TO FUTURE
MARKET CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES, THE ACTIONS OF
GOVERNMENTAL REGULATORS AND CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC
FRAMEWORK IN WHICH THE COMPANY OPERATES) THAT COULD CAUSE THE ACTUAL
PERFORMANCE OR ACHIEVEMENTS ON THE COMPANY TO BE MATERIALLY DIFFERENT FROM
SUCH FORWARD-LOOKING STATEMENTS.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FSMA. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE
OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED. THE
PRICE OF SECURITIES AND ANY INCOME EXPECTED FROM THEM MAY GO DOWN AS WELL AS
UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF
THE SECURITIES. PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE, AND
PERSONS NEEDING ADVICE SHOULD CONSULT AN APPROPRIATE INDEPENDENT FINANCIAL
ADVISER.
NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED TO BE PUBLISHED (IN
ACCORDANCE WITH THE EU PROSPECTUS REGULATION OR THE UK PROSPECTUS REGULATION).
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER
STATES WHO ARE QUALIFIED INVESTORS; AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST OR
ESTIMATE, AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN
THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL
YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER
SHARE OF THE COMPANY.
THIS ANNOUNCEMENT CONTAINS (OR MAY CONTAIN) CERTAIN FORWARD-LOOKING STATEMENTS
WITH RESPECT TO CERTAIN OF THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS
ABOUT FUTURE EVENTS AND THE COMPANY'S FUTURE FINANCIAL CONDITION AND
PERFORMANCE. THESE STATEMENTS, WHICH SOMETIMES USE WORDS SUCH AS "AIM",
"ANTICIPATE", "BELIEVE", "MAY", "WILL", "SHOULD", "INTEND", "PLAN", "ASSUME",
"ESTIMATE", "EXPECT" (OR THE NEGATIVE THEREOF) AND WORDS OF SIMILAR MEANING,
REFLECT THE CURRENT BELIEFS AND EXPECTATIONS OF THE DIRECTORS OF THE COMPANY
AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND ASSUMPTIONS, MANY OF
WHICH ARE OUTSIDE THE COMPANY'S CONTROL AND DIFFICULT TO PREDICT, THAT COULD
CAUSE ACTUAL RESULTS AND PERFORMANCE TO DIFFER MATERIALLY FROM ANY EXPECTED
FUTURE RESULTS OR PERFORMANCE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENT. THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND
INCLUDE STATEMENTS REGARDING THE COMPANY'S AND THE DIRECTORS' INTENTIONS,
BELIEFS OR CURRENT EXPECTATIONS CONCERNING, AMONGST OTHER THINGS, THE
COMPANY'S PROSPECTS, GROWTH AND STRATEGY, PLANNED WORK AT THE COMPANY'S
PROJECTS AND THE EXPECTED RESULTS OF SUCH WORK, MINERAL GRADES AND MINERAL
RESERVE AND RESOURCE ESTIMATES. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON
CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE. THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT SPEAKS ONLY AS OF THE DATE OF THIS ANNOUNCEMENT
AND IS SUBJECT TO CHANGE WITHOUT NOTICE AND NONE OF THE COMPANY, PANMURE
GORDON, WH IRELAND OR ANY OF THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS
OR ADVISERS ASSUME ANY RESPONSIBILITY OR OBLIGATION TO, AND DOES NOT INTEND
TO, UPDATE OR REVISE PUBLICLY OR REVIEW ANY OF THE INFORMATION CONTAINED TO
THIS ANNOUNCEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE, EXCEPT TO THE EXTENT REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE
OR BY APPLICABLE LAW.
ANY INFORMATION IN THIS ANNOUNCEMENT IN RESPECT OF PAST PERFORMANCE (INCLUDING
WITHOUT LIMITATION PAST PERFORMANCE OF THE COMPANY, ITS GROUP, SHARES IN THE
COMPANY AND/OR THE COMPANY'S PORTFOLIO) CANNOT BE RELIED UPON AS A GUIDE TO
FUTURE PERFORMANCE. THE PRICE OF SHARES AND THE INCOME FROM THEM MAY FLUCTUATE
UPWARDS OR DOWNWARDS AND CANNOT BE GUARANTEED.
NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY
HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION (EU)
NO. 596/2014 ON MARKET ABUSE WHICH IS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR") AND IS MADE IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
APPENDIX I
Expected Timetable of Principal Events
Announcement of the Placing 26 January 2024
Close of Placing and results of Placing and Subscription announced 26 January 2024
Announcement of Retail Offer 26 January 2024
Launch of Retail Offer via BookBuild platform 26 January 2024
Close of Retail Offer via BookBuild platform At 4.35 p.m. on or around 31 January 2024
Results of Retail Offer announced On or around 31 January 2024
Admission and commencement of dealing in Placing Shares and Subscription at 8.00 a.m. on or around 1 February 2024
Shares
Admission of Retail Offer Shares at 8.00 a.m. on or around 6 February 2024
CREST accounts credited in respect of Placing Shares and Subscription Shares at 8.00 a.m. on or around 6 February 2024
in uncertificated form
Despatch of definitive share certificates in respect of Placing Shares and within 14 days of Admission
Subscription Shares to be issued in certificated form
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by the Joint
Bookrunners or by an announcement through a Regulatory Information Service, as
the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Act the BVI Business Companies Act (No. 16 of 2004) as amended, and includes the
regulations made under the Act;
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AIM AIM, a market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange and
amended from time to time;
Announcement this announcement (including the Appendices, which form part of this
announcement);
Board or Directors the directors of the Company or any duly authorised committee thereof;
Bookbuild the accelerated bookbuild to be conducted by the Joint Bookrunners pursuant to
the Placing Agreement and this Announcement;
Bookbuild Platform the platform operated by BB Technology Limited (trading as BookBuild);
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST);
Closing Price the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange;
Company or Phoenix Phoenix Copper Limited, a company incorporated in the BVI under the Act, with
registration number 1791533;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited, which facilitates the
holding and transfer of title to shares in uncertificated form;
CREST Regulations the Uncertificated Securities Regulations 2001(as amended);
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the
Placing Shares;
Existing Ordinary Shares the 124,928,622 Ordinary Shares in issue at the date of this Announcement;
EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
FSMA the Financial Services and Markets Act 2000 (as amended);
Fundraise the Placing, Subscription and the Retail Offer;
Group the Company and its subsidiaries;
Issue Price 11.5p;
Joint Bookrunners WH Ireland and Panmure Gordon;
London Stock Exchange London Stock Exchange plc;
Ordinary Shares ordinary shares of no par value in the capital of the Company;
Panmure Gordon Panmure Gordon (UK) Limited, a company incorporated in England and Wales with
company number 04915201 and whose registered office is 40 Gracechurch Street,
London, EC3V 0BT;
Placees subscribers for Placing Shares;
Placing the conditional placing of the Placing Shares pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement dated 26 January 2024 between the Company, Panmure
Gordon and WH Ireland in connection with the Placing;
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing;
Publicly Available Information any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement;
Qualified Investors in member states of the European Economic Area, "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation;
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
Retail Offer the offer by the Company of the Retail Offer Shares at the Issue Price to
existing Retail Shareholders, via the BookBuild Platform, on the terms and
conditions set out in the Company's separate announcement;
Retail Offer Shares the Ordinary Shares to be issued by the Company pursuant to the Retail Offer;
Shareholders the holders of Ordinary Shares;
Subscription the proposed direct subscription with the Company by certain Directors,
advisory board members of the Company and certain other investors for new
Ordinary Shares;
Tavira Tavira Financial Limited, a company incorporated in England and Wales with
company number 05471230 whose registered office is situated at 13th Floor, 88
Wood Street, London, EC2V 7DA;
uncertificated or in uncertificated form recorded on the register of members of Phoenix as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended;
WH Ireland W H Ireland Limited, a company incorporated in England and Wales with company
number 02002044 whose registered office is situated at 24 Martin Lane, London
EC4R 0DR;
$ dollars, the lawful currency of the United States of America; and
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BOOKRUNNERS, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND
CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE
GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS
OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS
ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN 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 "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
the Joint Bookrunners and the Company to be bound by these terms and
conditions. A Placee shall, without limitation, become so bound if the Joint
Bookrunners confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a Placing Agreement,
under which the Joint Bookrunners have, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price. The Placing is
not being underwritten by the Joint Bookrunners or any other person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares, are at the discretion of the Joint Bookrunners,
following consultation with the Company. Allocations will be confirmed orally
or by email by the Joint Bookrunners following the close of the Placing. A
further announcement confirming these details will then be made as soon as
practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. Subject (amongst other things) to the passing
of the Resolution, it is expected that settlement of any such shares and
Admission will become effective at 8.00 a.m. on or around 1 February 2024 and
that dealings in the Placing Shares will commence at that time.
Placing
The Joint Bookrunners will today commence an accelerated bookbuilding process
to determine demand for participation in the Placing by potential Placees at
the Issue Price. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Placing as they may, in their discretion,
determine.
The principal terms of the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as agent for, and
Joint Bookrunners of, the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Joint
Bookrunners.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Issue Price, which will be determined by
the Joint Bookrunners, in consultation with the Company, following completion
of the Placing. The results of the Placing, including the number of Placing
Shares, will be announced on a Regulatory Information Service following
completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at either of the Joint
Bookrunners. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Joint Bookrunners. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the Placing, in
its absolute discretion.
6. Allocations of the Placing Shares will be determined by the Joint
Bookrunners, following consultation with the Company. Each Placee's allocation
will be confirmed to Placees orally, or by email, by the Joint Bookrunners
following the close of the Placing and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. Oral or emailed
confirmation from the Joint Bookrunners will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of the Joint Bookrunners and the Company, under which it
agrees to acquire by subscription the number of Placing Shares allocated to it
at the Issue Price and otherwise on the terms and subject to the conditions
set out in this Appendix and in accordance with the Articles. Except with the
Joint Bookrunner's consent, such commitment will not be capable of variation
or revocation.
7. The Company will make a further announcement following the close
of the Placing detailing the results of the Placing and the number of Placing
Shares to be issued at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may
choose not to accept bids and/or to accept bids, either in whole or in part,
on the basis of allocations determined at its discretion (after consultation
with the Company) and may scale down any bids for this purpose on such basis
as it may determine. The Joint Bookrunners may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the Company,
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the Joint
Bookrunner's consent, will not be capable of variation or revocation from the
time at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Joint Bookrunners under the Placing will be
subject to fulfilment of the conditions referred to below "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither the Joint Bookrunners, nor any of its affiliates, agents,
directors, officers or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Joint Bookrunners, nor any of its respective
affiliates, agents, directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties) in respect
of the Joint Bookrunner's conduct of the Placing or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company may
determine.
15. The Placing is not subject to any minimum fundraising and no element of
the Placing is underwritten by the Joint Bookrunners or any other person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Joint Bookrunner's obligations under the Placing Agreement are conditional
on, inter alia:
1. the delivery by the Company to the Joint Bookrunners of certain
documents required under the Placing Agreement;
2. the Company having fully performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
3. the issue and allotment of the Placing Shares, conditional only upon
Admission;
4. Admission becoming effective by no later than 8.00 a.m. on 01
February 2024 or such other date and time as may be agreed between the Company
and the Joint Bookrunners, not being later than 8.00 a.m. on 29 February 2024
(the "Long Stop Date"); and
5. the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners by the respective time or date where specified (or such
later time or date as the Joint Bookrunners may notify to the Company, being
not later than the Long Stop Date); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long Stop Date),
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement, save that
the condition relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are not
true and accurate or are misleading when given;
2. the Company has failed to comply with its obligations under the
Placing Agreement in the period prior to Admission;
3. any significant change or new matter arises, or is likely to
arise, as a result of which any of the conditions set out in the Placing
Agreement will not be satisfied or (if possible to be waived) waived by the
requisite time and/or date;
4. there has been any material change in, or any development likely
to involve a prospective material change in, or affecting, the condition
(financial, operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of any Group
Company; or
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international political, military, diplomatic,
economic, financial or market conditions (including disruption to trading on
any relevant stock exchange) or currency exchange rates or exchange controls
or any statutory or regulatory matter, which in the opinion of the Joint
Bookrunners has a material and adverse effect on the Placing or otherwise
render the Placing temporarily or permanently impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that the Joint Bookrunners need not make any reference to Placees in this
regard and that neither the Joint Bookrunners nor any of its respective
affiliates shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and Placees'
commitments will be made solely on the basis of the information contained in
the Announcement (including this Appendix) and the Publicly Available
Information. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has not relied on any other information
(other than the Publicly Available Information), representation, warranty, or
statement made by or on behalf of the Company or the Joint Bookrunners or any
other person and neither the Joint Bookrunners, the Company nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by the Joint Bookrunners, the Company or their
respective officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Joint Bookrunners are making any
undertaking or warranty to any Placee regarding the legality of an investment
in the Placing Shares by such Placee under any legal, investment or similar
laws or regulations. Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with the Joint Bookrunners, stating the
number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee (in pounds sterling) and a form of confirmation in
relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Joint
Bookrunners in accordance with the standing CREST settlement instructions
which they have in place with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN: VGG7060R1139)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Joint Bookrunners reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion thereof) to
Placees by such other means that it deems necessary if delivery or settlement
is not possible or practicable within CREST within the timetable set out in
this Announcement or would not be consistent with the regulatory requirements
in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note or trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunner's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Bookrunners on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Joint
Bookrunners such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully takes in pursuance of such sale. Legal and/or beneficial title in and
to any Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Joint
Bookrunners nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Joint Bookrunners for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and the Joint Bookrunners need not have any reference
to it and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Joint
Bookrunners nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in any member state of
the EEA, or the UK respectively, other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
or the UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that the Joint
Bookrunners is not acting for it or its clients, and that the Joint
Bookrunners will not be responsible for providing the protections afforded to
customers of the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Joint Bookrunners or the Company or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has it requested
any of the Joint Bookrunners, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Joint Bookrunners or the Company or any of their
respective affiliates, agents, directors, officers, consultants or employees
has made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Joint Bookrunners, it is not
and was not acting on a non-discretionary basis for the account or benefit of
a person located within the United States or any US Person at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Joint Bookrunners or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Joint Bookrunners;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Joint Bookrunners, it is a
Qualified Investor;
21. that, unless otherwise agreed by the Joint Bookrunners, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
22. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the Joint Bookrunners (or their
respective nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and regulations
of the FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the Joint Bookrunners' (or
their respective nominees') money in accordance with such client money rules
and will be used by the Joint Bookrunners in the course of its own business
and each Placee will rank only as a general creditor of the Joint Bookrunners;
24. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
27. that it appoints irrevocably any director of either of the Joint
Bookrunners as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither the Joint Bookrunners nor the
Company has considered its particular objectives, financial situation and
needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint Bookrunners
and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and the Joint Bookrunners will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Joint Bookrunners and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
the Joint Bookrunners for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Joint Bookrunners to
provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Joint Bookrunners shall
notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal
Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and
Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA and (iii) it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt Practices
Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the United States Department of State; (b) named
on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Joint Bookrunners such evidence, if any, as to
the identity or location or legal status of any person which the Joint
Bookrunners may request from it in connection with the Placing (for the
purpose of complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Joint Bookrunners on the basis that
any failure by it to do so may result in the number of Placing Shares that are
to be subscribed for by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Joint Bookrunners may decide in its
absolute discretion;
35. that it will not make any offer to the public within the meaning of
the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stock, broker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Joint
Bookrunners;
39. that the Joint Bookrunners owe no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
40. that the Joint Bookrunners may, in their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares;
42. undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the
Joint Bookrunners may in their sole discretion determine and without liability
to such Placee, who will remain liable for any amount by which the net
proceeds of such sale falls short of the product of the Issue Price and the
number of Placing Shares allocated to it and may be required to bear any stamp
duty, stamp duty reserve tax or other similar taxes (together with any
interest or penalties) which may arise upon the sale of such Placee's Placing
Shares;
43. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to acquire,
and that the Joint Bookrunners and/or the Company may call upon it to acquire
a lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum; and
44. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Joint Bookrunners and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to the Joint
Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of its respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEDDGDBUSDDGSURecent news on Phoenix Copper
See all newsREG - Phoenix Copper Ltd - Navarre Creek Drilling Intercepts Consistent Gold
AnnouncementREG - Phoenix Copper Ltd - Final results for the year ended 31 December 2023
AnnouncementREG - Phoenix Copper Ltd - Conditional Subscription for $80m of Copper Bonds
AnnouncementREG - Phoenix Copper Ltd - Empire Open-Pit Mine Mineral Reserve Statement
AnnouncementREG - Phoenix Copper Ltd - Block Listing Six Monthly Return
Announcement