Abenojar Tungsten SA - Update on Subscriptions & Management Share Issues

Abenojar Tungsten SA

Thu 07:00

		
		
		
		
		
	
	
RNS Number : 8983A
  
Abenojar Tungsten S.A
  
29 October 2026
  
 

		

			

				THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
			
			

				 
			
			

				Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except solely on the basis of the information in the price range prospectus approved by the Financial Conduct Authority (the “FCA”) (together with any supplementary prospectus, if relevant, the “Prospectus”), including the risk factors set out therein, published by Abenójar Tungsten, S.A. (“Abenójar Tungsten” or the “Company”) in connection with the offer (the “Offer”) of shares in the Company (the “Shares”) and the admission of such Shares to listing in the equity shares (commercial companies) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (together, “Admission”). A copy of the Prospectus published by Abenójar Tungsten is available for inspection at https://abtungsten.es/en/investors/, subject to certain access restrictions.
			
			

				 
			
			

				29 October 2026
			
			

				 
			
			

				Abenójar Tungsten, S.A.
			
			

				(“Abenójar Tungsten” or the “Company”)
			
			

				 
			
			

				Update on Direct Subscriptions and Management Share Issues
			
			

				 
			
			

				Further to the announcement on 27 October 2026 in connection with its initial public offering, the Company today confirms the final number of Shares to be issued pursuant to the Direct Subscriptions and the final number of Management Shares to be issued. Following confirmation of these Share numbers, the Company also confirms the final number of the Company’s issued share capital and its major shareholder’s and directors’ interests on Admission. There is no change in the number of Offer Shares to be issued pursuant to the Offer as announced on 27 October 2026.
			
			

				 
			
			

				Based on the EUR:GBP exchange rate of 0.8375 determined at 4.00 p.m. (London time) on 28 October 2026, in connection with its initial public offering, the Company will issue:
			
			

				 
			
			

				

					26,346,091 new Shares pursuant to the Direct Subscriptions; and
				
			
			

				 
			
			

				

					934,572 Management Shares pursuant to the arrangements described in Section 13.12 of Part XVII (Additional Information) of the Prospectus.
				
			
			

				 
			
			

				Therefore, immediately following Admission, the Company’s issued share capital will be 474,693,294 Shares, of which approximately 25.9 per cent. will be held in public hands (within the meaning of UK Listing Rule 5.5 of the UKLR).
			
			

				 
			
			

				Admission, and the commencement of unconditional dealings in the Shares on the London Stock Exchange, are expected to occur at 8.00 a.m. (London time) on 30 October 2026. All dealings in Shares before the commencement of unconditional dealings will be on a “when issued” basis, will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned.
			
			

				 
			
			

				Capitalised terms used but not defined in this announcement have the meanings given to them in the Company’s announcement published on 27 October 2026.
			
			

				 
			
			
\A   \A           2.Major shareholder’s interests in Share Capital\A         \A'; -aw-sdt-title:'CT,sh1'">
				

					Major shareholder’s interests on Admission
				
				

					 
				
			
			
\A   
Insofar as it is known to the Company at the date of this Pricing Statement, the following Shareholder will, on Admission, be directly or indirectly interested in 5 per cent. or more of the total voting rights of the Company (being the threshold for notification of voting rights that will apply to the Company and Shareholders on Admission pursuant to Chapter 5 of the DTRs).
\A'; -aw-sdt-title:'CT,p,CDC12C70,aab06db0fed98d001b43e1c45e3729d0'">
				

					Insofar as it is known to the Company at the date of this announcement, the following shareholder will, on Admission, be directly or indirectly interested in 5 per cent. or more of the total voting rights of the Company (being the threshold for notification of voting rights that will apply to the Company and shareholders on Admission pursuant to Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules).
				
				

					 
				
			
			
\A   \A           \A           \A           \A           \A           \A           \A           \A           \A           \A             \A               \A                 
\A               \A               \A                 
\A                   Immediately prior to Admission\A                 
\A               \A               \A                 
\A                   Immediately following Admission\A                 
\A               \A             \A             \A               \A                 
\A               \A               \A                 
\A                   Number of Shares\A                 
\A               \A               \A                 
\A                   Percentage of voting rights\A                 
\A               \A               \A                 
\A                   Number of Shares\A                 
\A               \A               \A                 
\A                   Percentage of voting rights\A                 
\A               \A             \A             \A           \A           \A             \A               \A                 
Gonzalo García San Miguel(1)
\A               \A               \A                 
313,461,560
\A               \A               \A                 
91.06%
\A               \A               \A                 \A                 
320,035,215(2)(3)
\A               \A               \A                 
67.41(2)(3)
\A               \A             \A           \A         \A'; -aw-sdt-title:'CT,table,3,5,,17f13a3571d542f9f0229966b4cf322d,,8f894d15b80bbfacbdc3dc46b301a5a4,,,a1d64f2a88d6e630ce91a3ae8863681a,16c8d4ec58a46fdaaeed3ee0bdff65d1,a1d64f2a88d6e630ce91a3ae8863681a,16c8d4ec58a46fdaaeed3ee0bdff65d1,0e64c5b5c0a9b50eed1217dda2eea2fd,8b11372903c2775233fcadf5e6429612,890c3f2ef9eaaec16e9a30fd6d7b04ed,cfe2ff3f17830b7b87ad35e21b384aa9,a22961a21fcec318d85f0a02d6315f66'">
				

					

						

							

								

									 
								
							
							

								

									Immediately prior 
to Admission
								
							
							

								

									Immediately following Admission
								
							
						
						

							

								

									 
								
							
							

								

									Number of Shares
								
							
							

								

									Percentage of voting rights
								
							
							

								

									Number of Shares
								
							
							

								

									Percentage of voting rights
								
							
						
					
					

						

							

								

									Gonzalo García San Miguel(1)
								
							
							

								

									313,461,560
								
							
							

								

									91.06%
								
							
							

								

									318,508,905(2)(3)
								
							
							

								

									67.10%(2)(3)
								
							
						
					
				
			
			

				

					 
				
			
			
\A   
\A           (1)Gonzalo García San Miguel indirectly controls the Company by virtue of certain shareholdings and/or directorships he holds. 17,211,960 of these Shares are registered in the name of Inversiones Río, a company owned by Gonzalo García San Miguel. 292,319,600 of these Shares are registered in the name of PMC and 3,930,000 of these Shares are registered in the name of MBO. Gonzalo García San Miguel is deemed interested in these Shares as he is the sole director of IEM which is a company wholly owned by members of the García San Miguel family, including Mr. Gonzalo García San Miguel. IEM has a wholly owned subsidiary, INEMINSA. INEMINSA is the majority shareholder of MBO, which itself is the majority shareholder of PMC, which in turn directly controls the Company.\A         
\A'; -aw-sdt-title:'CT,p,46F8F518,a12f08eece897938101ee3d19f951fdd'">
				

					(1) Gonzalo García San Miguel indirectly controls the Company by virtue of certain shareholdings and/or directorships he holds. 17,211,960 of these Shares are registered in the name of Inversiones Río, S.L. (“Inversiones Río”), a company owned by Gonzalo García San Miguel. 292,319,600 of these Shares are registered in the name of Promotora de Minas de Carbón, S.A. (“PMC”) and 3,930,000 of these Shares are registered in the name of MBO, S.A. (“MBO”). Gonzalo García San Miguel is deemed interested in these Shares as he is the sole director of Inversiones y Explotaciones Mineras S.A. (“IEM”) which is a company wholly owned by members of the García San Miguel family, including Mr. Gonzalo García San Miguel. IEM has a wholly owned subsidiary, INEMINSA Holding S.A. (“INEMINSA”). INEMINSA is the majority shareholder of MBO, which itself is the majority shareholder of PMC, which in turn directly controls the Company.
				
			
			
\A   
\A           (2)PMC is subscribing for 2,286,000 Shares pursuant to the Offer and €2,876,844 pursuant to the Direct Subscriptions which, based on the euro-denominated amount of the Direct Subscriptions converted into pounds sterling using the EUR:GBP exchange rate of 0.8382 equates to 2,192,155 Shares, with the final number of Shares to be issued to PMC pursuant to the Direct Subscriptions being determined using the applicable EUR:GBP exchange rate at 4:00 p.m. (London time) on 28 October 2026. As noted in footnote (1) Gonzalo García San Miguel is deemed interested in the Shares subscribed for by PMC. Gonzalo García San Miguel has also subscribed for €750,000 of Management Shares as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus which, based on the euro-denominated amount of the Management Shares converted into pounds sterling using the EUR:GBP exchange rate of 0.8382, equates to 571,500 Shares, with the final number of Management Shares to be issued to Gonzalo García San Miguel determined using the applicable EUR:GBP exchange rate at 4:00 p.m. (London time) on 28 October 2026. At Admission, Gonzalo García San Miguel will be granted an option award over 0.75% of the issued share capital of the Company on Admission under the ABT LTIP as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus.\A         
\A'; -aw-sdt-title:'CT,p,342A665B,87f0b5c851b10ec3e827a17927e069b7'">
				

					(2) PMC is subscribing for 2,286,000 Shares pursuant to the Offer and 2,190,323 Shares pursuant to the Direct Subscriptions. As noted in footnote (1) Gonzalo García San Miguel is deemed interested in the Shares subscribed for by PMC. Gonzalo García San Miguel has also subscribed for 571,022 Management Shares as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus. At Admission, Gonzalo García San Miguel will be granted an option award over 0.75% of the issued share capital of the Company on Admission under the Abenójar Tungsten Long-Term Incentive Plan (the “ABT LTIP”) as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus.
				
			
			
\A   
\A           (3)Excluding the option award over 0.75% of the issued share capital of the Company on Admission under the ABT LTIP.\A         
\A'; -aw-sdt-title:'CT,p,80755624,58f245c3b67f8f3b76d637d9ed3728f8'">
				

					(3) Excluding the option award over 0.75% of the issued share capital of the Company on Admission under the ABT LTIP.
				
			
			
\A   \A           3.Directors’ interests in Share Capital\A         \A'; -aw-sdt-title:'CT,sh1'">
				

					Directors’ interests on Admission
				
				

					 
				
			
			
\A   
Each of the interests in the share capital of the Company of the Directors immediately prior to Admission will be, and immediately following Admission are expected to be as follows:
\A'; -aw-sdt-title:'CT,p,8293465A,620574957097345cd3427541fbfa8295'">
				

					Each of the interests in the share capital of the Company of the directors immediately prior to Admission will be, and immediately following Admission are expected to be as follows:
				
				

					 
				
			
			

				

					

						

							

								 
							
						
						

							

								Immediately prior 
to Admission
							
						
						

							

								Immediately following Admission
							
						
					
					

						

							

								 
							
						
						

							

								Number of Shares
							
						
						

							

								Percentage of voting rights
							
						
						

							

								Number of Shares
							
						
						

							

								Percentage of voting rights
							
						
					
				
				

					

						

							

								Gonzalo García San Miguel(1)
							
						
						

							

								313,461,560
							
						
						

							

								91.06%
							
						
						

							

								318,508,905(2)(3)
							
						
						

							

								67.10%(2)(3)
							
						
					
					

						

							

								Roger Owen Davey(4)
							
						
						

							

								—
							
						
						

							

								—
							
						
						

							

								21,818
							
						
						

							

								0.00%
							
						
					
					

						

							

								Deborah Gudgeon(4)
							
						
						

							

								—
							
						
						

							

								—
							
						
						

							

								9,090
							
						
						

							

								0.00%
							
						
					
					

						

							

								Eduardo Jiménez Aguirre(4)
							
						
						

							

								—
							
						
						

							

								—
							
						
						

							

								76,136
							
						
						

							

								0.02%
							
						
					
					

						

							

								Ana Beatriz Suárez Calvo(5)
							
						
						

							

								7,074,000
							
						
						

							

								2.05%
							
						
						

							

								8,596,727
							
						
						

							

								1.81%
							
						
					
					

						

							

								Alfredo García González(4)
							
						
						

							

								—
							
						
						

							

								—
							
						
						

							

								30,454
							
						
						

							

								0.01%
							
						
					
					

						

							

								José Luis de Mora Gil-Gallardo(4)
							
						
						

							

								—
							
						
						

							

								—
							
						
						

							

								190,340
							
						
						

							

								0.04%
							
						
					
				
			
			

				

					 
				
			
			
\A   
\A           (1)Gonzalo García San Miguel indirectly controls the Company by virtue of certain shareholdings and/or directorships he holds. 17,211,960 of these Shares are registered in the name of Inversiones Río, a company owned by Gonzalo García San Miguel. 292,319,600 of these Shares are registered in the name of PMC and 3,930,000 of these Shares are registered in the name of MBO. Gonzalo García San Miguel is deemed interested in these Shares as he is the sole director of IEM, which is a company wholly owned by members of the García San Miguel family, including Mr. Gonzalo García San Miguel. IEM has a wholly owned subsidiary, INEMINSA. INEMINSA is the majority shareholder of MBO, which itself is the majority shareholder of PMC, which in turn directly controls the Company.\A         
\A'; -aw-sdt-title:'CT,p,9D386EC7,e04e879c49d2b2b07298fcb3d61d0f63'">
				

					(1) Gonzalo García San Miguel indirectly controls the Company by virtue of certain shareholdings and/or directorships he holds. 17,211,960 of these Shares are registered in the name of Inversiones Río, a company owned by Gonzalo García San Miguel. 292,319,600 of these Shares are registered in the name of PMC and 3,930,000 of these Shares are registered in the name of MBO. Gonzalo García San Miguel is deemed interested in these Shares as he is the sole director of IEM, which is a company wholly owned by members of the García San Miguel family, including Mr. Gonzalo García San Miguel. IEM has a wholly owned subsidiary, INEMINSA. INEMINSA is the majority shareholder of MBO, which itself is the majority shareholder of PMC, which in turn directly controls the Company.
				
			
			
\A   
\A           (2)PMC is subscribing for 2,286,000 Shares pursuant to the Offer and €2,876,844 pursuant to the Direct Subscriptions which, based on the euro-denominated amount of the Direct Subscriptions converted into pounds sterling using the EUR:GBP exchange rate of 0.8382, equates to 2,192,155 Shares, with the final number of Shares to be issued to PMC pursuant to the Direct Subscriptions being determined using the applicable EUR:GBP exchange rate at 4:00 p.m. (London time) on 28 October 2026. As noted in footnote (1) Gonzalo García San Miguel is deemed interested in the Shares subscribed for by PMC. Gonzalo García San Miguel has subscribed for €750,000 of Management Shares as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus which, based on the euro-denominated amount of the Management Shares converted into pounds sterling using the EUR:GBP exchange rate of 0.8382, equates to 571,500 Shares, with the final number of Management Shares to be issued to Gonzalo García San Miguel determined using the applicable EUR:GBP exchange rate at 4:00 p.m. (London time) on 28 October 2026. At Admission Gonzalo García San Miguel will be granted an option award over 0.75% of the issued share capital of the Company on Admission, under the ABT LTIP as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus.\A         
\A'; -aw-sdt-title:'CT,p,85AE3ECC,60ebdcdfb48f8210e7ad5431e52702ae'">
				

					(2) PMC is subscribing for 2,286,000 Shares pursuant to the Offer and 2,190,323 Shares pursuant to the Direct Subscriptions. As noted in footnote (1) Gonzalo García San Miguel is deemed interested in the Shares subscribed for by PMC. Gonzalo García San Miguel has subscribed for 571,022 Management Shares as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus. At Admission Gonzalo García San Miguel will be granted an option award over 0.75% of the issued share capital of the Company on Admission, under the ABT LTIP as described in Section 13.12 of Part XVII (Additional Information) of the Prospectus.
				
			
			
\A   
\A           (3)Excluding the option award over 0.75% of the issued share capital of the Company on Admission under the ABT LTIP.\A         
\A'; -aw-sdt-title:'CT,p,586F129B,58f245c3b67f8f3b76d637d9ed3728f8'">
				

					(3) Excluding the option award over 0.75% of the issued share capital of the Company on Admission under the ABT LTIP.
				
				

					(4) Each of Roger Owen Davey and Deborah Gudgeon are subscribing for these Shares pursuant to the Retail Offer. Each of Eduardo Jiménez Aguirre, Alfredo García González and José Luis de Mora Gil-Gallardo are subscribing for these Shares pursuant to the Direct Subscriptions.
				
			
			
\A   
\A           (6)Ana Beatriz Suárez Calvo holds an indirect interest in 7,074,000 Shares which are registered in the name of Suaris Capital, a company of which she is CEO and sole shareholder. Suaris Capital is subscribing for €2,000,000 pursuant to the Direct Subscriptions which, based on the euro-denominated amount of the Direct Subscriptions converted into pounds sterling using the EUR:GBP exchange rate of 0.8382, equates to 1,524,000 Shares, with the final number of Shares to be issued to Ana Beatriz Suárez Calvo pursuant to the Direct Subscriptions being determined using the applicable EUR:GBP exchange rate at 4:00 p.m. (London time) on 28 October 2026.\A         
\A'; -aw-sdt-title:'CT,p,784354E7,871eb0212d0c0c6fcf8abeaacec5ce6e'">
				

					(5) Ana Beatriz Suárez Calvo holds an indirect interest in 7,074,000 Shares which are registered in the name of Suaris Capital, a company of which she is CEO and sole shareholder. Suaris Capital is subscribing for 1,522,727 Shares pursuant to the Direct Subscriptions.
				
				

					 
				
			
			

				For more information, please contact: 
			
			

				

					

						

							Tavistock Communications (PR adviser to Abenójar Tungsten)
						
					
					

						

							T: +44 (0)207 920 3150
						
					
				
				

					

						

							Jos Simson, Gareth Tredway, Abigail Gilchrist
						
					
					

						

							abt@tavistock.co.uk
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							BMO Capital Markets Limited
						
					
					

						

							T: +44 (0)207 236 1010
						
					
				
				

					

						

							Thomas Rider, Andrew Cameron, Dhaval Desai, Mahin Salam, Alejandro Agag Aznar
						
						

							 
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Peel Hunt LLP
						
					
					

						

							T: +44 (0)203 100 2000
						
					
				
				

					

						

							Ross Allister, David McKeown, Emily Bhasin
						
						

							Sohail Akbar, Brian Hanratty, Nicolas Wilks, Ambika Bose
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Joint Global Co-ordinator and Joint Bookrunner
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Deutsche Bank Aktiengesellschaft
						
					
					

						

							T: +44 (0)207 545 8000
						
					
				
				

					

						

							Javier Rapallo, Saadi Soudavar, Inigo De-Areilza, James Taylor, Harinder Singh
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Joint Bookrunner
						
					
					

						

							 
						
					
				
				

					

						

							 
						
					
					

						

							 
						
					
				
				

					

						

							Canaccord Genuity Limited
						
					
					

						

							T: +44 (0)207 523 8000
						
					
				
				

					

						

							James Asensio, Rory Blundell, Charlie Hammond
						
						

							Sam Lucas, Darren Furby
						
					
					

						

							 
						
					
				
			
			

				 
			
			

				 
			
			

				IMPORTANT LEGAL INFORMATION
			
			

				 
			
			

				The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
			
			

				 
			
			

				This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions or any State of the United States and the District of Columbia, together, the “United States”), Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
			
			

				 
			
			

				This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction, to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa. The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States, except to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) or 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 in the United States. The Company has not registered and does not intend to register any part of the offering in the United States.
			
			

				 
			
			

				There will be no public offering of securities by the Company, in connection with the Offer, in the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa.
			
			

				 
			
			

				This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area (“EEA”), are persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors” and the “Prospectus Regulation”, respectively); (B) if in the United Kingdom, are “qualified investors” within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also (i) persons having professional experience in matters relating to investments who fall 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”); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to be communicated; or (iv) members of RetailBook’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the Offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being “Relevant Persons”). This announcement must not be acted on or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom, is available only to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is available only to, and may be engaged in only with, Qualified Investors. No prospectus has been or will be approved in any member state of the EEA in respect of the Shares.
			
			

				 
			
			

				Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus published by the Company in connection with the Offer. However, potential investors should note that the approval by the FCA of the Prospectus should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market. 
			
			

				 
			
			

				Before making any investment decision, potential investors should read the Prospectus in order to understand the potential risks and rewards associated with a decision to invest in the Shares, and should ensure that they fully understand and accept such risks. This announcement shall not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall this announcement (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
			
			

				 
			
			

				Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Investment in the offered securities may involve a risk of loss of capital. Following Admission, the value of the Shares could decrease as well as increase. The value of Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When investors sell their investment, they may get back less than they originally invested. This announcement does not constitute a recommendation concerning the Offer or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned. Investors are advised to consult with their legal, financial and tax advisers prior to making any investment decision.
			
			

				 
			
			

				Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, nor shall any such statement be construed as, a profit forecast.
			
			

				 
			
			

				For the avoidance of doubt, the contents of the Company’s website, or any website directly or indirectly linked to the Company’s website, are not incorporated into, and do not form part of, this announcement.
			
			

				 
			
			

				Peel Hunt LLP (“Peel Hunt”) has been appointed as joint sponsor alongside BMO Capital Markets Limited (“BMO”) (BMO and Peel Hunt together, the “Joint Sponsors”). Peel Hunt, BMO and Deutsche Bank AG (“Deutsche Bank”) (together, the “Joint Global Co-ordinators”) have been appointed as joint global co-ordinators and joint bookrunners. Peel Hunt, BMO, Deutsche Bank and Canaccord Genuity Limited (“Canaccord Genuity”) have been appointed as joint bookrunners (together with the Joint Global Co-ordinators, the “Joint Bookrunners”). Retail Book Limited (“RetailBook”) has been appointed as the Retail Offer Co-ordinator. None of the Banks is acting in any capacity, or accepts any responsibility or liability, in connection with the Retail Offer.
			
			

				 
			
			

				Each of BMO, Canaccord Genuity, Peel Hunt and RetailBook is authorised and regulated in the United Kingdom by the FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. It is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
			
			

				 
			
			

				BMO, Peel Hunt, Deutsche Bank and Canaccord Genuity (together, the “Banks”) are acting exclusively for the Company and no one else in connection with the Offer. None of the Banks will regard any other person as a client in relation to the Offer or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Offer or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.
			
			

				 
			
			

				Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates’ directors, officers, employees, advisers, representatives and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, and the truth, accuracy, completeness, fairness, reliability, reasonableness, verification or sufficiency of the information in this announcement (or whether any information has been omitted from the announcement), for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or as to the legality of an investment in the Shares and/or any other information relating to the Company or its subsidiaries or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Nothing in this announcement is, or should be relied upon as, a promise or representation in this respect, whether as to the past or future. The Banks and their respective affiliates or any of their or their affiliates’ directors, officers, employees, agents, advisers and representatives accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
			
			

				 
			
			

				Information to Distributors
			
			

				 
			
			

				UK Product Governance. Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares 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. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks that are distributors (as defined in the UK Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Shares. Each distributor (as defined in the UK Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
			
			

				 
			
			

				EU Product Governance. Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended (“EU MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing EU MiFID II; and (c) local implementing measures (together, the “EU MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the EU MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in EU MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares 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. The EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Banks that are distributors (as defined in the EU MiFID II Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of EU MiFID II; 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 Shares. Each distributor (as defined in the EU MiFID II Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
			
		
	
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