REG - ACG Metals Ltd. - Gediktepe Ore Treatment Project & Fundraise
11/11/2025 17:00
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RNS Number : 1213H ACG Metals Limited 11 November 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND OR ANY OTHER
JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
11 November 2025
ACG METALS LIMITED
("ACG" or the "Company")
Gediktepe Enriched Ore Treatment Project & Proposed Fundraise
ACG Metals Limited (LSE:ACG, ACGW) today announces the completion of a scoping
level study to treat existing enriched ore at the Company's Gediktepe mine in
Türkiye (the "Enriched Ore Treatment Project"). This will involve the
construction of a new comminution and Sulphidisation, Acidification,
Recycling, and Thickening ("SART") plant that will process existing stockpiles
and enriched ore, both of which would otherwise be classified as waste, to
produce gold, silver, copper and zinc. The Enriched Ore Treatment Project is
expected to produce an additional 57kt CuEq, over 2026-2030 with no impact on
the existing oxide plant or construction stage sulphide plant.
Highlights
· The Enriched Ore Treatment Project is expected to deliver attractive
economics and at a low capital cost to the Company. Key expected financial
metrics of Phase 1 and Phase 2 of the Enriched Ore Treatment Project from the
internal scoping-level study include 1 :
o Estimated to generate a total revenue of US$562 million, total EBITDA of
US$465 million, and total free cash flow of US$317 million over the life of
the project
o Deliver production of 57kt of copper equivalent (29kt copper, 71koz gold,
1,894koz silver and 7kt zinc) through the life of the project
o After-tax NPV8% of US$212 million and an IRR of 185% at consensus pricing
o Estimated development capital cost of US$39 million resulting in an NPV/
development capex ratio of 5.4x
· The Enriched Ore Treatment Project is expected to be a two-phase
project starting with Phase 1, which will process stockpiled ore from the
original construction of the mine to produce gold and silver, targeting
commercial production in Q4 2026 for immediate cash flow. Phase 2 will follow
later, processing enriched ore to expand production to include copper and
zinc, with commercial operations targeted by Q1 2029
· The Company has begun the permitting process for the Enriched Ore
Treatment Project and it is currently expected that it will be received in
2026
· While the Company has sufficient internal cash resources to fully
fund the Enriched Ore Treatment Project, the Company is today launching a
capital raise to give new and existing institutional and retail investors an
opportunity to participate in the next stage of the Company's growth
trajectory and to improve liquidity in the Company
· The Company intends to raise gross proceeds of up to approximately
US$15.5 million (equivalent to approximately £11.8 million) 2 through a
non-pre-emptive placing and a separate retail offer of new class A ordinary
shares in the Company ("Ordinary Shares") at an issue price (the "Issue
Price") of £10.80 per new Ordinary Share (together, the "Fundraise") to
part-fund the Enriched Ore Treatment Project
· The Fundraise will consist of:
o a placing of new Ordinary Shares (the "Placing Shares") with new and
existing institutional investors to raise gross proceeds of approximately
US$15.0 million (approximately £11.4 million) (the "Placing"); and
o a retail offer through Retail Book Limited ("RetailBook") for new Ordinary
Shares (the "Retail Offer Shares" and, together with the Placing Shares, the
"Offer Shares") to raise gross proceeds of approximately US$0.5 million
(approximately £0.4 million) (the "Retail Offer")
· The Issue Price of £10.80 per Offer Share represents a discount of
approximately 6.1 per cent. to the closing price of £11.50 per existing
Ordinary Share on 10 November 2025 (the latest practicable date prior to this
announcement)
· The Issue Price of £10.80 per Offer Share represents a premium of
approximately 0.4 per cent. to the volume-weighted average price of
£10.76 per existing Ordinary Share for the 10-day period ended 10 November
2025
· The net proceeds from the Fundraise will part fund Phase 1 (as
defined below) development capex and be utilised, alongside internal cash
resources, to fully fund the US$39 million Enriched Ore Treatment Project
development capex
Artem Volynets, Chairman and Chief Executive Officer of the Company,
commented:
"ACG continues to deliver strong operational improvements, with the Enriched
Ore Treatment Project representing one of our most significant advancements.
This project, which enables the processing of material previously considered
waste, showcases the ACG team's exceptional technical capabilities. With a
relatively small investment, we plan to achieve outstanding financial returns
- generating free cash flow eight times the development capex required and
adding more than $200m to the company's NAV.
We are happy to share this massive value creation with new investors who align
with our vision of building a leading copper producer."
Background to and reasons for the Fundraise
Since the acquisition of the Gediktepe mine in September 2024, the Company has
made strong operational progress both in terms of its organic development
plans and its existing operations.
On 4 November 2024, the Company announced the Sulphide Expansion Project which
will facilitate the mining and processing of sulphide ore in addition to the
oxide ore currently being mined and processed at the Gediktepe mine. The
processing of sulphide ore enables the Company to transition into a long-life,
low-cost copper producer. The Company has made good progress in respect of the
project which remains well within its scheduled budget and milestones, with
58% of engineering design and draft, 56% of procurement and 27% of process
plant construction completed. The project is expected to reach full commercial
production by the end of H1 2026.
Additionally, the Company has streamlined its existing operations at the
Gediktepe mine and, on 15 July 2025, announced an upgrade in production
guidance for FY2025 from 30-33koz to 36-38koz AuEq, driven by strong
operational improvements, including higher gold and silver recoveries. The
Company has also shown disciplined cost management with AISC currently
remaining within guidance at US$1,131/oz AuEq.
The Enriched Ore Treatment Project
The Company's technical team has worked on a low-risk and low-cost plan to
unlock value from the estimated 3.3 million tonnes of previously mined
stockpiled ore and un-mined enriched ore that was marked as waste in the
original mine plan. The Enriched Ore Treatment Project will use a proven
technological solution to unlock this value. Through the SART process, cyanide
is regenerated, enabling high-yield recovery of base and precious metals from
complex ores unsuitable for flotation.
SART is a proven and reliable technology with the first commercial plant
commissioned in 2007 to recover gold from copper enriched ores. The process
has successfully added additional metal production streams, lowered costs and
improved recoveries at those operations. There are over a dozen SART plants
currently operating globally, operated by some of the largest mining companies
in the world including Newmont Corporation at Yanacocha and Torex Gold
Resources Inc. at El Limón Guajes.
The Company has begun the process of permitting the Enriched Ore Treatment
Project and it is expected that full permitting will be received in 2026. The
project consists of two phases. In the first phase, stockpiled ore will be
processed to produce gold and silver for immediate cashflow, with commercial
production targeted in Q4 2026 ("Phase 1"). In the second phase, enriched ore
will be processed to produce gold, silver, copper and zinc with first
production targeted in Q4 2028 and commercial production by Q1 2029 ("Phase
2"). The Company has begun certain engineering and permitting workstreams
which are required to be completed prior to the commencement of Phase 1.
Expected Enriched Ore Treatment Project Economics 3
US$ Million 2025 2026 2027 2028 2029 2030
Revenue - 11 63 84 202 202
EBITDA - 8 50 68 170 169
Free Cash Flow (2) (19) 35 46 128 129
Cumulative Free Cash Flow (2) (21) 14 60 188 317
Capex 4 2 27 4 7 1 0
Copper Equivalent Production (kt Cu Eq) 0 1.1 6.3 8.4 20.5 20.5
NPV & IRR Sensitivity(2)
Commodity Price Change(1)
(20%) (10%) --% 10% 20%
NPV Discount Rate 10% 138 165 192 219 246
(US$ Million)
9% 145 174 202 230 258
8% 153 182 212 241 271
IRR (%) 142% 163% 185% 207% 229%
Consensus Pricing 5
2025E 2026E 2027E 2028E Long-term
Gold Price (USD /oz) $3,165 $3,234 $3,087 $2,991 $2,886
Silver Price (USD /oz) $33.95 $34.77 $33.81 $32.90 $32.09
Copper Price (USD /lb) $4.37 $4.47 $4.56 $4.70 $4.76
Zinc Price (USD /lb) $1.22 $1.25 $1.26 $1.24 $1.22
Use of Proceeds
The Enriched Ore Treatment Project has an expected development capital
expenditure of US$39 million, with Phase 1 estimated to cost US$29 million 6
and Phase 2 expected to cost US$10 million. The net proceeds from the
Fundraise will be utilised to part-fund Phase 1 of the Enriched Ore Treatment
Project, alongside internal cash resources. The Company intends to fund Phase
2 entirely using its internal cash resources.
Details of the Fundraise
The Placing will be conducted through an accelerated bookbuild which will be
launched immediately following this Announcement and will be made available to
new and existing eligible institutional investors (the "Bookbuild"). Stifel
Nicolaus Europe Limited ("Stifel"), Canaccord Genuity Limited ("Canaccord")
and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") are
acting as joint bookrunners (the "Joint Bookrunners") in respect of the
Placing. The Joint Bookrunners may close the Bookbuild at any time thereafter.
The directors value the Company's retail investor base and believe that it is
appropriate to provide retail investors with an opportunity to participate in
the Fundraise alongside institutional investors. Therefore, concurrently with
the Placing, there will be a separate offer by the Company on the RetailBook
platform of Retail Offer Shares at the Issue Price to raise gross proceeds of
approximately US$0.5 million (approximately £0.4 million) to provide retail
investors in the UK only with an opportunity to participate in the Fundraise.
The Retail Offer is not made subject to the terms and conditions of the
Placing set out in Appendix 1 to this Announcement, and instead a separate
announcement will be made shortly regarding the Retail Offer and its terms.
For the avoidance of doubt, the Retail Offer is not part of the Placing and is
the sole responsibility of the Company. The Joint Bookrunners have no
responsibilities, obligations, duties or liabilities (whether arising pursuant
to any contract, law, regulation, or tort) in relation to the same. The
Placing is not conditional on the Retail Offer. There can be no guarantee that
the Retail Offer will be fully subscribed. The Retail Offer is conditional on,
but is not part of, the Placing.
The Retail Offer is expected to close at 4:45 p.m. (London time) on 12
November 2025, but may be closed earlier or later at the discretion of the
Company. The results of the Retail Offer will be announced as soon as
practicable following the close of the Retail Offer.
Together, the total number of Offer Shares is not expected to exceed 5.0 per
cent. of the number of current issued Ordinary Shares.
The timing of the close of the Bookbuild as well as allocation of the Placing
Shares are at the discretion of the Joint Bookrunners and the Company. The
results of the Placing will be announced as soon as practicable following the
close of the Bookbuild.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, the Joint Bookrunners as agents, for and on behalf of, the Company
has agreed to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing is subject
to the terms and conditions set out in Appendix 1 to this Announcement.
The Offer Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing issued Ordinary Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of Admission (as
defined below).
Applications will be made for the Offer Shares to be admitted to listing in
the equity shares (transition) category of the Official List of the Financial
Conduct Authority (the "FCA") (the "Official List") and to be admitted to
trading on the main market for listed securities of London Stock Exchange plc
("London Stock Exchange") (together, "Admission"). It is anticipated that
Admission will become effective, and that dealings in the Offer Shares will
commence, at 8.00 a.m. (London time) on 14 November 2025. The Fundraise is
conditional upon, among other things: (i) the Placing Agreement not being
terminated in accordance with its terms; and (ii) Admission becoming effective
by 8.00 a.m. (London time) on 14 November 2025 (or such later time and/or date
as the Company and the Joint Bookrunners may agree, being not later than 8.00
a.m. (London time) on 21 November 2025).
Appendix 1 to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing. By choosing to participate in the Placing and by making an
oral or written and legally binding offer to subscribe for Placing Shares,
investors 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 in it, and to be providing the representations,
warranties, agreements, confirmations, acknowledgements and undertakings
contained in the Appendix.
Grant of Options
In line with the terms set out in the Re-Admission Prospectus dated 7 August
2024, the Company:
1. on 19 December 2024 granted 58,332 options over Ordinary Shares under
the ACG Equity Incentive Plan ("EIP") to Damien Coles, the Chief Legal
Officer; and
2. has agreed to grant Peter Carter (or a personal services company acting
on his behalf) a share award under the EIP in the form of an option over
66,666 Ordinary Shares.
Further on 15 February 2025, the Company granted Impact Investments LLC,
which Michael Pompeo is an Executive Chairman and 50 per cent. shareholder,
and with whom the Company has a strategic partnership, options over 216,592
Ordinary Shares.
The options vest equally in three tranches on 16 October 2025, 16 October
2026 and 16 October 2027and are subject to certain conditions.
- ENDS -
The person responsible for the release of this information on behalf of the
Company is Artem Volynets, Chairman & Chief Executive Officer.
For further information please contact:
Palatine
Communications Advisor
Conal Walsh / James Gilheany / Kelsey Traynor / Richard Seed
acg@palatine-media.com (mailto:acg@palatine-media.com)
Berenberg
Joint Broker and Joint Bookrunner
Jennifer Lee / Patrick Dolaghan / Ivan Briechle Sanz
+44 (0) 20 3207 7800
Canaccord
Joint Broker and Joint Bookrunner
James Asensio / Charlie Hammond / Sam Lucas
+ 44 (0) 20 7523 8000
Stifel
Joint Broker and Joint Bookrunner
Ashton Clanfield / Varun Talwar
+44 (0) 20 7710 7600
About the Company
ACG Metals is a company with a vision to consolidate the copper industry
through a series of roll-up acquisitions, with best-in-class ESG and carbon
footprint characteristics.
In September 2024, ACG successfully completed the acquisition of the Gediktepe
Mine which is expected to transition to primary copper and zinc production
from 2026 and will target annual steady-state copper equivalent production of
20-25 kt. Gediktepe sold 57koz of AuEq in 2024.
ACG's team has extensive M&A experience built through decades spent at
blue-chip multinationals in the sector. The team brings a significant network
as well as a commitment to ESG principles and strong corporate governance.
LON: ACG | OTCQX: ACGAF | LON:ACGW | Xetra: ACG | Bond ISIN:
NO0013414565
For more information about ACG, please visit: www.acgmetals.com
(http://www.acgmetals.com/)
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any
other jurisdiction in which the same would be unlawful or to any person to
whom it is unlawful to make such offer or solicitation. No public offering of
the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Canaccord Genuity Limited
("Canaccord"), Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Stifel Nicolaus Europe Limited ("Stifel" and, together with
Canaccord and Berenberg, the "Joint Bookrunners") or any of their respective
Affiliates or any of its or their respective directors, officers, partners,
employees, agents or advisers (collectively "Representatives") or any person
acting on behalf of any of them that would, or is intended to, permit an offer
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No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, 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, transferred or delivered, directly
or indirectly, within, into or in the United States absent registration under
the Securities Act 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 any other
jurisdiction of the United States. The Placing Shares are being offered and
sold (i) outside of the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act ("Regulation S");
and (ii) in the United States only to persons reasonably believed to be
"qualified institutional buyers" as defined in Rule 144A of the Securities Act
("QIBs") pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. No public offering of
securities will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" 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 companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being "Relevant Persons").
This Announcement 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 relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.
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 for the South Africa
Reserve Bank or any other applicable body in 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, Hong Kong, Japan, the
Republic of South Africa, Singapore or Switzerland. 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 Australia, Canada, Hong Kong, Japan, the Republic of South Africa,
Singapore or Switzerland or any other jurisdiction in which such activities
would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the Terms and
Conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
Each of the Company, the Joint Bookrunners, their respective Affiliates, its
and their respective Representatives and any person acting on behalf of any of
them expressly disclaim any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.
Some of the financial performance measures used in this Announcement are
non-IFRS financial measures, including "free cash flow". These measures are
presented as they are considered to provide useful information to assist with
an evaluation of the Company's underlying performance. Since the non-IFRS
performance measures listed herein do not have any standardised definition
prescribed by IFRS, they may not be comparable to similar measures presented
by other companies. Accordingly, they are intended to provide additional
information and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.
Each of Canaccord and Stifel are authorised and regulated in the United
Kingdom by the FCA. Joh. Berenberg, Gossler & Co. KG, London Branch is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated in the United Kingdom by the FCA. Each Joint
Bookrunner is acting exclusively for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. No Joint Bookrunner will regard any other
person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.
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 any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as
to, or in relation to, the contents of the information contained in this
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publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Joint Bookrunner
or any of its Affiliates in connection with the Company, the Placing Shares or
the Placing, and any responsibility or liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by any Joint Bookrunner, any of its
Affiliates or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, the Joint Bookrunners may release
communications to the market as to the extent to which the book is "covered".
A communication that a transaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that
the books will remain covered, that the transaction will take place on any
terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Joint Bookrunners.
In connection with the Placing, each Joint Bookrunner and any of its
Affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, any Joint Bookrunner and
any of its Affiliates acting in such capacity. In addition, any Joint
Bookrunner and any of its Affiliates may enter into financing arrangements
(including swaps) with investors in connection with which that Joint
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dispose of shares. No Joint Bookrunner intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares 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
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended, does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
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 Placing Shares have been subject to a product
approval process, which has determined that such Placing 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing 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 UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK 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 Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
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/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 retail investors and investors who meet the criteria of professional
clients and 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 EU Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors 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 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 Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT, SUBJECT TO CERTAIN
EXCEPTIONS, FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, TO PERSONS IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR AN OFFER TO ISSUE OR SELL, OR THE
SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, THE PLACING
SHARES IS UNLAWFUL (EACH A "RESTRICTED TERRITORY").
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU) 2017/1129 AS
IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), WHO ARE
ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO RELEVANT PERSONS AND WILL ONLY BE
ENGAGED IN WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND
TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY
OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY SUCH
ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING
SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, 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, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT 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 OF THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO,
REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO
PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED
IN RULE 144A OF THE SECURITIES ACT PURSUANT TO EXEMPTIONS FROM, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING HAS NOT BEEN
APPROVED OR DISAPPROVED AND WILL NOT BE APPROVED OR DISAPPROVED BY THE US
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS
BEING SOLICITED BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
NOTICE TO SWISS INVESTORS
THE PLACING SHARES MAY NOT BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN
SWITZERLAND WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT ("FINSA")
AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE PLACING SHARES TO TRADING
ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING FACILITY) IN
SWITZERLAND. NEITHER THIS ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING
MATERIAL RELATING TO THE PLACING SHARES CONSTITUTES A PROSPECTUS PURSUANT TO
THE FINSA, AND NEITHER THIS ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING
MATERIAL RELATING TO THE PLACING SHARES MAY BE PUBLICLY DISTRIBUTED OR
OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. THE OFFERING OF THE PLACING
SHARES IN SWITZERLAND IS EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A
PROSPECTUS UNDER THE FINSA BECAUSE SUCH OFFERING IS MADE TO PROFESSIONAL
CLIENTS WITHIN THE MEANING OF THE FINSA ONLY.
Defined terms used in this Appendix 1 are set out in Appendix 2.
The release, publication or distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Canaccord Genuity
Limited ("Canaccord"), Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") or Stifel Nicolaus Europe Limited ("Stifel" and, together with
Canaccord and Berenberg, the "Joint Bookrunners") or any of their respective
Affiliates or any of its or their respective agents, directors, officers or
employees (collectively "Representatives") which would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement may come are required by the Company and the
Joint Bookrunners to inform themselves about and to observe any restrictions
on transfer of this Announcement.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
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 any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as to
or in relation to, the accuracy, completeness or sufficiency of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
Each Joint Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company nor any Joint Bookrunner nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them makes any representation or warranty, express
or implied, to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees. Each Placee
should consult with its own advisers as to legal, tax, business, financial and
related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will (i) be deemed to have read and understood this Announcement in
its entirety; and (ii) be participating and making such offer and subscribing
for Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"), including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings, agreements,
acknowledgments, confirmations and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and that it will subscribe for,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. if it is in Switzerland, it is a professional client as
defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth
retail clients and private investment structures created for them who have
expressly declared that they wish to be treated as professional clients
pursuant to Art. 5(1) of FinSA;
5. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
6. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), it understands the resale and transfer
restrictions set out in this Appendix and that the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or sale in a member state of the
EEA other than to Qualified Investors, or persons in the United Kingdom other
than to UK Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each proposed offer or resale; and
7. it is and, at the time the Placing Shares are subscribed
for, will be, (i) (a) outside the United States within the meaning of
Regulation S under the Securities Act ("Regulation S"); (b) subscribing for
the Placing Shares in an "offshore transaction" as defined in, and pursuant
to, Regulation S acknowledging that the Placing Shares were not offered to it
by means of any "directed selling efforts" as such term is defined in
Regulation S; and (c) purchasing the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
that it (and any such account) is located outside the United States or it is a
dealer or other professional fiduciary in the United States acting on a
discretionary basis for non-US beneficial owners (other than an estate or
trust), in reliance upon Regulation S; or (ii) (a) a "qualified institutional
buyer" as defined in Rule 144A of the Securities Act (a "QIB") that has
executed and delivered, or will execute and deliver, a US Investor Letter; (b)
representing and agreeing that any Placing Shares it acquires will be for its
own account (or for the account of a QIB for which it exercises sole
investment discretion) for investment purposes and not with a view to resale
or distribution within the meaning of the US securities law; and (c)
subscribing for the Placing Shares pursuant to an exemption from the
registration requirements of the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the Securities
Act or with any state or other jurisdiction of the United States and that the
Placing Shares have not been offered to it by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the Securities Act ("Regulation D") or by means of any "directed selling
efforts" as such term is defined in Regulation S;
8. if it is in Canada, it is (i) a resident of British
Columbia, Ontario or Quebec; (ii) an "accredited investors" within the meaning
of National Instrument 45-106 - Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario) and a "permitted client" within the meaning of
National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations; and (iii) has executed and delivered, or will execute
and deliver, a Canadian Investor Letter;
9. if it is in Hong Kong, it is (i) a "professional investor"
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong
(the "SFO") and any rules made under the SFO; or (ii) securities may be
offered to it in other circumstances without a "prospectus" as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public
within the meaning of the C(WUMP)O;
10. if it is in Singapore, it is (i) an institutional investor (as
defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the
"SFA")) acquiring the Placing Shares pursuant to Section 274 of the SFA; or
(ii) an accredited investor (as defined in Section 4A of the SFA); and
11. the Company and the Joint Bookrunners will rely upon the truth
and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements in addition to those
described elsewhere in this Appendix.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence the Bookbuild
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners are acting as joint global coordinators and joint
bookrunners in connection with the Placing. The Joint Bookrunners are not
acting for the Company with respect to the Retail Offer.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, each Joint Bookrunner has severally (and not jointly nor jointly and
severally) agreed, each as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares in such number
and at 1080 pence per Placing Share (the "Issue Price"). The timing and
closing of the book and allocations are at the discretion of the Company and
the Joint Bookrunners. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuild. The
Fundraise is not underwritten.
The total number of shares to be issued pursuant to the Fundraise is not
expected to exceed 1,091,520 Ordinary Shares, representing approximately 5.0
per cent. of the Company's existing issued Ordinary Shares. The Company
reserves the right (upon agreement with the Joint Bookrunners) to increase (or
seek to reduce) the amount to be raised pursuant to the Placing.
The Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after the date of issue. The Offer Shares
will be issued free of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority (the "FCA") for
admission of the Offer Shares to listing in the equity shares (transition)
category of the Official List of the FCA (the "Official List") and to London
Stock Exchange plc (the "London Stock Exchange") for admission of the Offer
Shares to trading on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective at 8.00 a.m.
(London time) on 14 November 2025 or such later time and date (being not later
than 8.00 a.m. (London time) on 21 November 2025) as the Joint Bookrunners and
the Company may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally
(and not jointly nor jointly and severally) as agents for and on behalf of the
Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by a Joint
Bookrunner. Any Joint Bookrunner and its Affiliates are entitled to enter bids
in the Bookbuild as principal.
3. The results of the Placing will be announced on a
Regulatory Information Service following the completion of the Bookbuild (the
"Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing (which can include email) to
their usual sales contact at any of the Joint Bookrunners. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down by on the basis
referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of the
relevant Joint Bookrunner, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the relevant
Joint Bookrunner, to pay it (or as it may direct), as agent of the Company, in
cleared funds an amount equal to the product of the Issue Price and the number
of Placing Shares that such Placee has agreed to subscribe for. Each Placee's
obligations will be owed to the Company and the relevant Joint Bookrunner. The
Company shall, conditional on Admission, allot such Placing Shares to each
Placee following each Placee's payment to the relevant Joint Bookrunner of
such amount.
6. The Bookbuild is expected to close no later than 7.00 a.m.
(London time) on 12 November 2025, but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
7. Each prospective Placee's allocation will be agreed between
the Company and the Joint Bookrunners and will be confirmed to prospective
Placees orally or in writing (which can include email) by the relevant Joint
Bookrunner, as agent of the Company, following the close of the Bookbuild and
an electronic contract note or trade confirmation will be dispatched as soon
as possible thereafter. Subject to paragraph 5 above, the relevant Joint
Bookrunner's oral or written confirmation to such prospective Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Joint Bookrunner and the
Company, under which such Placee agrees to subscribe for the number of Placing
Shares allocated to it and to pay the Issue Price for each such Placing Share
on the Terms and Conditions and in accordance with the Company's
constitutional documents and each Placee will be deemed to have read and
understood this Announcement (including the Appendices) in its entirety.
8. Subject to paragraphs 4 and 7 above, the Company will
agree with the Joint Bookrunners the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. Notwithstanding paragraphs 4 and 7 above,
Placing Shares may be allocated (i) after the Bookbuild has closed to any
person submitting a bid after that time; and (ii) after the time of any
initial allocation to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Joint
Bookrunners, subject to the prior consent of the Company.
9. Except as required by law or regulation, no press release
or other announcement will be made by any Joint Bookrunner 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
11. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
12. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by a Joint
Bookrunner.
13. To the fullest extent permissible by law, no Joint Bookrunner
nor any of its Affiliates nor any of its or their respective Representatives
nor any person acting on behalf of any of them shall have any responsibility
or liability to any Placee (or to any other person whether acting on behalf of
a Placee or otherwise) in connection with the Placing, the Placing Shares or
otherwise. In particular, no Joint Bookrunner nor any of its Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Bookbuild or of such alternative method of
effecting the Placing as each of the Joint Bookrunners, its Affiliates and the
Company may agree.
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 obligations
of the Joint Bookrunners under the Placing Agreement are conditional on
certain conditions, including (but not limited to):
(a) the Placing Terms having been executed by the Company and
Joint Bookrunners;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service as soon as reasonably
practicable following the execution of the Placing Terms;
(c) in the good faith opinion of the Joint Bookrunners (acting
jointly), the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Admission;
(d) in the good faith opinion of the Joint Bookrunners (acting
jointly), each of the representations and warranties given by the Company
contained in the Placing Agreement being true, accurate and not misleading:
(i) as at on the date of the Placing Agreement; (ii) as at the time of
execution of the Placing Terms; and (iii) as at and on Admission, in each
case, as though they had been given and made at such times and on such dates
by reference to the facts and circumstances then existing;
(e) there not having occurred, in the good faith opinion of the
Joint Bookrunners (acting jointly), a Material Adverse Change at any time
since the date of the Placing Agreement (whether or not foreseeable at the
date of the Placing Agreement) and prior to Admission;
(f) the Company allotting, subject only to Admission, (i) the
Placing Shares in accordance with the terms of the Placing Agreement; and (ii)
the Retail Offer Shares in accordance with the Retail Offer Engagement Letter;
and
(g) Admission occurring by 8.00 a.m. (London time), on 14
November 2025 (or such later time and/or date as the Company and the Joint
Bookrunners may agree in writing, being not later than 21 November 2025).
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Conditions").
If (i) any of the Conditions is not fulfilled or, where permitted, waived or
extended by the Joint Bookrunners by the relevant time or date specified (or
such later time and/or date the Joint Bookrunners and the Company may agree,
being not later than 8.00 a.m. (London time) on 21 November 2025); or (ii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse 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 it in respect thereof.
The Joint Bookrunners (acting jointly) may, at their discretion and upon such
terms and conditions as they think fit, waive satisfaction of certain of the
Conditions (save that Conditions (a), (b), (f)(i) and (g) cannot be waived) or
extend the time provided for their satisfaction. Any such waiver or extension
will not affect Placees' commitments as set out in this Announcement.
No Joint Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
shall have any liability or responsibility to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision it or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition nor for any
decision it 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. Placees will have no rights against the Joint Bookrunners, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled in its absolute discretion, at any time
prior to Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, amongst other things:
(a) any statement contained in any document or announcement
issued by or on behalf of the Company in connection with the Fundraise
(together, the "Offer Documents") has, in the good faith opinion of any Joint
Bookrunner, become untrue, inaccurate or misleading which in the opinion of
such Joint Bookrunner acting in good faith is material; or any matter has in
the opinion of any Joint Bookrunner acting in good faith arisen or has been
discovered, which would, if the Fundraise were made or the Offer Documents
issued at that time, constitute, in the opinion of such Joint Bookrunner
acting in good faith, a material omission from the Offer Documents, or any of
them;
(b) there has been a breach, or an alleged breach, of any of the
representations and warranties given by the Company contained in the Placing
Agreement and such breach or alleged breach is, in the opinion of any Joint
Bookrunner acting in good faith, material;
(c) there has been a breach by the Company of its obligations
under the Placing Agreement in any respect and, in the opinion of any Joint
Bookrunner acting in good faith, such non-compliance is material;
(d) in the opinion of any Joint Bookrunner (acting in good faith)
there has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events;
(f) any public announcement is made by the Company that would
make it, in the judgement of any Joint Bookrunner, impracticable or
inadvisable to proceed with the Fundraise or Admission or the marketing and
distribution of the Offer Shares; or
(g) either application for Admission is withdrawn or refused by
the FCA or the London Stock Exchange or, in the good faith opinion of any
Joint Bookrunner, will not be granted.
If circumstances arise that would allow a Joint Bookrunner to terminate the
Placing Agreement, it may nevertheless determine to allow Admission to
proceed. In addition, if not all the Joint Bookrunners give notice to
terminate the Placing Agreement in circumstances where they are able, the
Joint Bookrunner(s) who do not give such notice may allow Admission to proceed
and will assume the obligations which remain to be performed under the Placing
Agreement by the Joint Bookrunner(s) who has given notice to terminate.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise or non-exercise by each Joint Bookrunner
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners or for
agreement between the Company and the Joint Bookrunners (as the case may be)
and that neither the Company nor the Joint Bookrunners need make any reference
to, or consult with, Placees and that none of the Company nor any Joint
Bookrunner nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
shall have any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA and the
London Stock Exchange) in relation to the Placing or Admission.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement, and any Exchange Information (as defined
below) published by or on behalf of the Company previously or simultaneously
with this Announcement, and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company are exclusively the responsibility of the Company and confirms
to the Company and each Joint Bookrunner that it has neither received nor
relied on any other information, representation, warranty or statement made by
or on behalf of the Company (other than the Exchange Information), any Joint
Bookrunner, any of their respective Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them. None of the
Company nor any Joint Bookrunner nor any of their respective Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them 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 (regardless of whether or not
such information, representation, warranty or statement was given or made by
or on behalf of any such persons). By participating in the Placing, 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. Nothing in this paragraph shall exclude or limit
the liability of any person for fraud or fraudulent misrepresentation by that
person.
Restriction on further issue of securities
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and the date which is 120 calendar days after the date
of Admission, it will not, without the prior written consent of the Joint
Bookrunners, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain carve-outs agreed between the Joint
Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Joint Bookrunners and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: VGG0056A1030)
following Admission will take place within CREST, using the delivery versus
payment mechanism, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for, and delivery of,
Depositary Interests representing the Placing Shares to Placees by such other
means that they deem 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 the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent an electronic contract note/trade confirmation in
accordance with the standing arrangements in place with the relevant Joint
Bookrunner stating the number of Placing Shares to be allocated to it at the
Issue Price, the aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. It is expected that such electronic
contract note/trade confirmation will be despatched on or around 12 November
2025 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Joint Bookrunner. In the event of any difficulties or delays in the admission
of the Depositary Interests representing the Placing Shares to CREST or the
use of CREST in relation to the Placing, the Company and the Joint Bookrunners
may agree that the Placing Shares will be issued in certificated form.
The Company will deliver Depositary Interests representing the Placing Shares
to Berenberg in respect of Placees procured by it (CREST Participant ID:
5KQAQ, Member Account ID: 2014350), Canaccord in respect of Placees procured
by it (CREST Participant ID: 805, Member Account ID: 2161620) and Stifel in
respect of Placees procured by it (CREST Participant ID: 20QAN, Member Account
ID: 2304200), in each case, as agent for the Company. The Depositary Interests
representing the Placing Shares will be credited to the relevant CREST account
by way of a Registrars Adjustment and therefore the Company will not be
required to enter any form of receipt instruction into CREST. The input to
CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Depositary Interests representing Placing Shares to
that Placee on a delivery against payment basis.
It is expected that settlement will be on Friday 17 November on a T+2 basis in
accordance with the instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above SONIA as determined by the Joint Bookrunners.
Each Placee agrees 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 Company's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any Transfer Taxes imposed in any jurisdiction 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 each Joint Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each Joint Bookrunner lawfully takes
in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note/trade
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 UK stamp duty reserve tax. If there are any circumstances in
which any other Transfer Taxes are payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or, for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares), no
Joint Bookrunner nor the Company shall be responsible for the payment of such
amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Joint Bookrunner (in its capacity as joint bookrunner and as
placing agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, acknowledgement, confirmations, undertakings,
representations, warranties, agreements and indemnities and other information
contained herein and undertakes not to redistribute or duplicate this
Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive an offering document,
prospectus, offering memorandum or admission document in connection with the
Bookbuild, the Placing, the Company, Admission, the Placing Shares or
otherwise;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to
listing in the equity shares (transition) category of the Official List of the
FCA and to trading on the London Stock Exchange's main market for listed
securities and that the Company is therefore required to publish certain
business and financial information in accordance with the UK Market Abuse
Regulation and the rules and practices of the London Stock Exchange and/or the
FCA (collectively and together with the information referred to in (i) above,
the "Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years, and that
it has reviewed such Exchange Information and that it is able to obtain or
access such Exchange Information, or such information or comparable
information concerning any other publicly traded company, in each case,
without undue difficulty; and (iii) it has had access to such financial and
other information concerning the Company, the Placing and the Placing Shares
as it has deemed necessary in connection with its own investment decision to
subscribe for any of the Placing Shares and has satisfied itself that the
information is still current and has relied on that investigation for the
purposes of its decision to participate in the Placing;
4. the content of this Announcement is exclusively the
responsibility of the Company and no Joint Bookrunner nor any of its
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them has or shall have any responsibility or
liability for any information, representation or statement contained in, or
any misstatements in or omission from, this Announcement or any information
previously or subsequently published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise;
5. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is participating is not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory;
6. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by any Joint
Bookrunner, the Company, any of their respective Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
and no Joint Bookrunner nor the Company nor any of their respective Affiliates
nor any of its or their respective Representatives nor any person acting on
behalf of any of them will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
investigation, representation, warranty or statement;
7. it has relied solely on its own investigation, examination
and due diligence of the business, financial or other position of the Company
in deciding to participate in the Placing and that no Joint Bookrunner nor any
of its Affiliates nor any of or its or their respective Representatives nor
any person acting on behalf of any of them has made any representations to it,
express or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the accuracy, completeness or adequacy of this
Announcement and the Exchange Information, and each of them expressly
disclaims any liability in respect thereof;
8. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
the United Kingdom, the United States or any other Restricted Territory and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such action for that
purpose is required;
9. it has not relied on any information relating to the
Company contained in any research reports prepared by any Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf and
understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any of
its or their respective Representatives nor any person acting on behalf of any
of them has or shall have any responsibility or liability for: (x) public
information or any representation; or (y) any additional information that has
otherwise been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and (ii) no Joint
Bookrunner nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
10. it may not rely on any investigation that any Joint
Bookrunner, any of its Affiliates, any of or its or their respective
Representatives or any person acting on behalf of any of them may or may not
have conducted with respect to the Company and its Affiliates or the Placing
and no Joint Bookrunner has made any representation or warranty to it, express
or implied, with respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial or
otherwise, of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any investment or
other recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by, or is the
responsibility of, any Joint Bookrunner, any of its Affiliates, any of or its
or their respective Representatives or any person acting on behalf of any of
them for the purposes of this Placing;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, any
Joint Bookrunner, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any other Restricted Territory;
13. (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
any Joint Bookrunner, the Company, any of their respective Affiliates, any of
its or their respective Representatives or any person acting on behalf of any
of them acting in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any jurisdiction in connection with
the Placing; and (v) the subscription for the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
14. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017, the Money Laundering
Sourcebook of the FCA, the US Foreign Corrupt Practice Act of 1977 and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof
(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. If
within a reasonable time after a request for verification of identity, the
relevant Joint Bookrunner has not received such satisfactory evidence, such
Joint Bookrunner may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to such
Joint Bookrunner will be returned without interest to the account of the
drawee bank or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, confirmations,
undertakings, representations and agreements and give the indemnities herein
on behalf of each such person; and (ii) it is and will remain liable to the
relevant Joint Bookrunner and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
17. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
19. if it is in a member state of the EEA, it is a Qualified
Investor;
20. if it is in the United Kingdom, it is a UK Qualified Investor;
21. if it is in Switzerland, it is a professional client as
defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth
retail clients and private investment structures created for them who have
expressly declared that they wish to be treated as professional clients
pursuant to Art. 5(1) of FinSA;
22. if it is in Canada, it is (i) a resident of British Columbia,
Ontario or Quebec; (ii) an "accredited investors" within the meaning of
National Instrument 45-106 - Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario) and a "permitted client" within the meaning of
National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations; and (iii) has executed and delivered, or will execute
and deliver, a Canadian Investor Letter;
23. if it is in Hong Kong, it is (i) a "professional investor" as
defined in the SFO and any rules made under the SFO; or (ii) securities may be
offered to it in other circumstances without a "prospectus" as defined in the
C(WUMP)O or which do not constitute an offer to the public within the meaning
of the C(WUMP)O;
24. if it is in Singapore, it is (i) an institutional investor (as
defined in Section 4A of the SFA) acquiring the Placing Shares pursuant to
Section 274 of the SFA; or (ii) an accredited investor (as defined in Section
4A of the SFA);
25. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States, nor approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the
United States or any other United States regulatory authority; and (ii) no
representation has been made as to the availability of any exemption under the
Securities Act or any relevant state or other jurisdiction's securities laws
for the reoffer, resale, pledge or transfer of the Placing Shares;
26. the Placing Shares are being offered and sold on behalf of the
Company: (i) outside the United States in "offshore transactions" as defined
in and pursuant to Regulation S; and (ii) in the United States only to persons
reasonably believed to be QIBs (as defined in Rule 144A of the Securities Act)
in transactions that are exempt from the registration requirements of the
Securities Act;
27. it and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be either: (i)
outside the United States within the meaning of Regulation S and subscribing
for the Placing Shares in an "offshore transaction" as defined in and pursuant
to Regulation S; or (ii) (a) a QIB that has executed and delivered, or will
execute and deliver, a US Investor Letter; and (b) subscribing for the Placing
Shares pursuant to an exemption from the registration requirements of the
Securities Act;
28. it is acquiring the Placing Shares for investment purposes
only if it is a QIB and is not acquiring the Placing Shares with a view to, or
for offer and sale in connection with, any distribution (within the meaning of
the Securities Act) thereof in whole or in part in the United States or any
state thereof;
29. it is not subscribing for any Placing Shares as a result of
any general solicitation or general advertising (with the meaning of Rule
502(c) of Regulation D) or any directed selling efforts (within the meaning of
Regulation S);
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing in or into the United States or any
other Restricted Territory (including electronic copies thereof) to any person
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
31. where it is subscribing for the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account and it has full
power to make the acknowledgments, confirmations, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such account;
32. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
33. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), the Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their offer or
resale to persons in circumstances which may give rise to an offer of
securities to the public other than an offer or sale in a member state of the
EEA other than to Qualified Investors, or persons in the United Kingdom other
than to UK Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each such proposed offer or resale;
34. any offer of Placing Shares may only be directed at persons in
member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
35. any offer of Placing Shares may only be directed at persons in
the United Kingdom who are UK Qualified Investors and that it has not offered
or sold and will not offer or sell any Placing Shares to persons in the United
Kingdom prior to the expiry of a period of six months from Admission except to
UK Qualified Investors or otherwise in circumstances which have not resulted
and which will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation and section 85(1) of the
Financial Services and Markets Act 2000 (the "FSMA");
36. 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 the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and agrees that this Announcement has not been approved by any Joint
Bookrunner or any other person in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial promotion by an
authorised person;
37. it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to anything done
by it in relation to the Placing Shares in respect of anything done in, from
or otherwise involving, the United Kingdom;
38. if it has received any "inside information" as defined in the
UK Market Abuse Regulation about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK Market Abuse
Regulation, prior to the information being made publicly available;
39. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and
will make payment for the Placing Shares allocated to it in accordance with
these Terms and Conditions on the due time and date set out herein against
delivery of such Placing Shares or Depositary Interests representing such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as any Joint Bookrunner (or its assignee) may in
its discretion determine and without liability to such Placee. It will,
however, remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to bear
any Transfer Taxes due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;
40. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Joint Bookrunners or the Company may call upon
it to subscribe for a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
41. no Joint Bookrunner nor any of its Affiliates nor any of its
or their respective Representatives nor any person acting on behalf of any of
them, is making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis that it is
not and will not be a client of any Joint Bookrunner and no Joint Bookrunner
has any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of any Joint Bookrunner's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
42. the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. No
Joint Bookrunner nor the Company nor any of their respective Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them will be responsible for any liability to Transfer Taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, each
Joint Bookrunner, their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them in respect of
the same on an after-tax basis;
43. the Placing Shares will be allotted to the CREST stock account
of the relevant Joint Bookrunner who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
44. these Terms and Conditions and any agreements entered into by
it pursuant to these Terms and Conditions, and any non-contractual obligations
arising out of or in connection with such agreements, 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 any
Joint Bookrunner or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
45. each of the Company, the Joint Bookrunners, their respective
Affiliates, its and their respective Representatives and others will rely upon
the truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are given to each
Joint Bookrunner on its own behalf and on behalf of the Company and are
irrevocable;
46. it will indemnify on an after-tax-basis and hold the Company,
each Joint Bookrunner, their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it of the acknowledgements, confirmations, undertakings,
representations, warranties and agreements in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion of the
Placing;
47. it irrevocably appoints any director or authorised signatory
of any Joint Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
48. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the electronic contract note/trade
confirmation will continue notwithstanding any amendment that may in future be
made to these Terms and Conditions and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
49. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Ordinary Shares and in
the sector in which the Company operates and is aware that it may be required
to bear, and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved, and not upon any view expressed or information
provided by or on behalf of any Joint Bookrunner; (iv) it has had sufficient
time and access to information to consider and conduct its own investigation
with respect to the offer and purchase of the Placing Shares, including the
legal, regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
50. neither the Company nor any Joint Bookrunner nor any of their
respective Affiliates nor any of its or their respective Representatives nor
any person acting behalf of any of them owes any fiduciary or other duties to
it or any Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement or these Terms and Conditions;
51. in connection with the Placing, any Joint Bookrunner, any of
its Affiliates, any of its or their respective Representatives and any person
acting behalf of any of them, acting as an investor for its own account, may
take up shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to any Joint Bookrunner, any of its Affiliates, any of
its or their respective Representatives or any person acting behalf of any of
them, in each case, acting in such capacity. In addition, any Joint Bookrunner
or any of its Affiliates may enter into financing arrangements and swaps with
investors in connection with which such Joint Bookrunner or any of its
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. No Joint Bookrunner nor any of
its Affiliates nor any of its or their respective Representatives nor any
person acting behalf of any of them intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so; and
52. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right
to take up a portion of the securities in the Placing as a principal position
at any stage at its sole discretion, among other things, to take account of
the Company's objectives, UK MiFIR and UK MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Joint Bookrunner (for their own benefit and, where relevant, the benefit
of their respective Affiliates and its and their respective Representatives
and any person acting on behalf of any of them) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Joint Bookrunner
nor any of their respective Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Company nor
any Joint Bookrunner nor any of their respective Affiliates nor any of its or
their respective Representatives nor any person acting on behalf of any of
them is liable to bear any Transfer Taxes that arise: (i) if there are any
such arrangements (or if any such arrangements arise subsequent to the
subscription by Placees of Placing Shares); (ii) on a sale of Placing Shares;
or (iii) otherwise than under the laws of the United Kingdom. Each 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 Transfer
Taxes undertakes to pay such Transfer Taxes forthwith, and agrees to indemnify
on an after-tax basis and hold each Joint Bookrunner and/or the Company (as
the case may be) and their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them harmless from
any such Transfer Taxes, and all interest, fines or penalties in relation to
such Transfer Taxes. Each Placee should, therefore, take its own advice as to
whether any such Transfer Tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any Joint Bookrunner, their respective Affiliates or its or
their respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each Joint Bookrunner and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that each Joint
Bookrunner is receiving a fee in connection with its role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any
Joint Bookrunner any money held in an account with such Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the rules and regulations of
the FCA made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of that Joint Bookrunner.
The price of shares 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 shares.
All times and dates in this Announcement may be subject to amendment by the
Company and the Joint Bookrunners (in their absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of each Joint Bookrunner and the Company under the
terms and conditions set out in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Joint Bookrunner.
Each Placee may be asked to disclose, in writing or orally to each Joint
Bookrunner: (a) if they are an individual, their nationality; or (b) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the Offer Shares to listing in the equity shares
(transition) category of the Official List and to trading on the London Stock
Exchange's main market for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch;
"Bookbuild" means the bookbuilding process to be commenced by the Joint Bookrunners to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the Terms and Conditions and the Placing
Agreement;
"Canaccord" means Canaccord Genuity Limited;
"Canadian Investor Letter" means the letter in the form provided by the Joint Bookrunners to eligible
investors in Canada;
"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
"Company" means ACG Metals Limited;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"C(WUMP)O" means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32) of Hong Kong;
"Depositary" means MUFG Corporate Markets Trustees (Nominees) Limited;
"Depositary Interests" means the dematerialised depositary interests issued or to be issued by the
Depositary in respect of and representing Ordinary Shares on a one-for-one
basis;
"Enriched Ore Treatment Project" means the proposed project to treat enriched ore at the Company's Gediktepe
mine in Türkiye;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"EU Target Market Assessment" means the assessment that the Placing 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 MiFID II;
and (ii) eligible for distribution through all permitted distribution
channels;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"Exchange Information" has the meaning given to it in Appendix 1 to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FinSA" means the Swiss Financial Services Act;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Fundraise" means the Placing and the Retail Offer;
"Group" means the Company and its subsidiary undertakings;
"Issue Price" means the price per Ordinary Share at which the Offer Shares are to be
subscribed for;
"Joint Bookrunners" means Berenberg, Canaccord and Stifel;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" has the meaning given to it in the Placing Agreement;
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance requirements of (a) MiFID II; (b) Articles 9
"Offer Document" has the meaning given to it in Appendix 1 to this Announcement;
"Offer Shares" means the Placing Shares and the Retail Offer Shares;
"Official List" means the list of publicly listed companies maintained by the FCA;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended;
"Ordinary Shares" means class A ordinary shares of no par value each in the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing to take place by way of the Bookbuild for which the Joint
Bookrunners have been appointed as joint global coordinators and joint
bookrunners (on a several basis);
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing on a Regulatory Information Service immediately
following the execution of the Placing Terms;
"Placing Shares" means the new Ordinary Shares to be subscribed for by the Placees under the
Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this Announcement;
"PRA" means the UK Prudential Regulation Authority;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Regulation D" means Regulation D promulgated under the Securities Act;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" has the meaning given to it in Appendix 1 to this Announcement;
"Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA's list
of Registered Information Services;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Hong Kong, Japan, the Republic of
South Africa, Singapore, Switzerland or any other jurisdiction in which the
release, publication or distribution of this Announcement and/or an offer to
issue or sell, or the solicitation of any offer to acquire, purchase or
subscribe for, the Placing Shares is unlawful;
"RetailBook" means RetailBook Limited;
"Retail Offer" means the conditional offer of the Retail Offer Shares to be made to retail
investors by the Company through intermediaries using the RetailBook platform
and on the basis of the terms and conditions to be set out in the Retail Offer
Announcement;
"Retail Offer Announcement" means the announcement to be released alongside this Announcement giving
details, among other things, of the Retail Offer;
"Retail Offer Engagement Letter" means the engagement letter entered into by the Company and RetailBook
relating to the Retail Offer;
"Retail Offer Shares" means the new Ordinary Shares to be made available under the Retail Offer;
"SART" means Sulphidisation, Acidification, Recycling and Thickening;
"Securities Act" means the US Securities Act of 1933, as amended;
"SFA" means the Securities and Futures Act 2001 of Singapore;
"SFO" means the Securities and Futures Ordinance (Cap. 571) of Hong Kong;
"Stifel" means Stifel Nicolaus Europe Limited;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
"Transfer Taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
"UK Market Abuse Regulation" means assimilated Regulation (EU) No 596/2014 as it forms part of the law of
the United Kingdom by virtue of the EUWA;
"UK MiFID II" means assimilated EU Directive 2014/65/EU as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK MiFIR" means assimilated Regulation (EU) No 600/2014 as it forms part of the law of
the United Kingdom by virtue of the EUWA;
"UK Product Governance Rules" means the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook;
"UK Prospectus Regulation" means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order;
"UK Target Market Assessment" means the assessment that the Placing 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 COBS; and (ii) eligible for distribution through all permitted distribution
channels;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the letter in the form provided by the Joint Bookrunners to QIBs in the
United States.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom from time to time. All references to
"US$", "$" or "dollars" are to the lawful currency of the United States of
America from time to time.
1 Based on management estimates from the internal model
2 Using a USD:GBP exchange rate of 1.31485
3 Based on management estimates from the internal model & consensus
pricing
4 Includes US$39 million development capex and US$2 million of sustaining
capex
5 S&P Global Market Intelligence as of September 2025
6 Includes transaction costs
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