REG - Active Energy Group - Proposed Placing to raise approximately £1.3m
30/04/2026 17:15
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RNS Number : 6708C Active Energy Group PLC 30 April 2026
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
30 April 2026
Active Energy Group plc
("Active Energy", the "Company" or the "Group")
Proposed Placing to raise approximately £1.3 million
Active Energy (AIM: AEG, OTCQB: ATGVF), an alternative energy company
focused on the deployment of renewable infrastructure and the integration of
advanced digital technologies, announces its intention to raise gross
proceeds of approximately £1.3 million by means of a placing of new Ordinary
Shares to certain institutional and other investors at a price of 0.0825 pence
per share (the "Placing").
The Placing Price represents a discount of approximately 23 per cent. to the
Closing Price of 0.1075 pence per Ordinary Share on 29 April 2026, being the
latest practicable Business Day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process (the
"Bookbuild") which will commence immediately following this Announcement and
will be subject to the terms and conditions set out in Appendix II to this
Announcement.
A further announcement confirming the closing of the Bookbuild, and the number
of Placing Shares to be issued pursuant to the Placing, is expected to be made
in due course.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix I to this Announcement,
unless the context requires otherwise.
Placing Highlights
· The Company intends to raise approximately £1.3 million before
expenses through the Placing arranged by Zeus Capital Limited ("Zeus" or the
"Bookrunner") by way of the issue of approximately 1,575,757,576 new Ordinary
Shares (the "Placing Shares") at the Placing Price.
· The Placing is to be conducted via an accelerated bookbuild
process launching today.
· The Placing Shares, assuming full take-up of the Placing, will
represent approximately 23 per cent. of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be deployed across a robust
pipeline of opportunities in the renewable energy/power sectors and for
general working capital purposes.
· The Placing is being conducted utilising the Company's existing
share allotment authorities granted at the general meeting of the Company held
on 20 August 2025.
Use of Proceeds
The Company intends to use the net proceeds of the Placing for working capital
purposes and for its activities in the Middle East focused on the acquisition
and development of infrastructure for digital asset projects. In addition,
remaining available cash will continue to be utilised in accordance with the
Company's existing Digital Assets treasury strategy.
The Placing
The Company intends to issue approximately 1,575,757,576 Placing Shares, to
raise gross proceeds of approximately £1.3 million, to participants in the
Placing. The Placing Shares are expected to be admitted to trading on AIM at
8.00 a.m. on or around 8 May 2026.
Zeus Capital Limited, the Company's nominated adviser and broker, is acting
as bookrunner in connection with the Placing. The Placing Shares are being
offered by way of an accelerated bookbuild (the "Bookbuild"), which will be
launched immediately following this Announcement in accordance with the terms
and conditions set out in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing
agreement dated 30 April 2026 between the Company and the Bookrunner (the
"Placing Agreement") not having been terminated and becoming unconditional in
all respects.
The Placing is conditional upon, amongst other things:
· Admission of the Placing Shares becoming effective by no later
than 8.00 a.m. on 8 May 2026 (or such later time and / or date as the Company
and the Bookrunner shall agree, not being later than 29 May 2026);
· the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement;
· the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission of the Placing Shares;
· each of the warranties given by the Company under the Placing
Agreement being true and accurate and not misleading in a way which is, in the
opinion of the Bookrunner, material; and
· the Placing Agreement not having been terminated by the
Bookrunner in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing
Shares to be issued at the Placing Price are to be determined at the
discretion of the Company and the Bookrunner.
Admission to trading
Application will be made to the London Stock Exchange for Admission of the
Placing Shares to trading on AIM. It is expected that Admission will become
effective and dealings in the Placing Shares will commence at 8.00 a.m. on or
around 8 May 2026.
A further announcement will be made following the closure of the Bookbuild,
confirming final details of the Placing.
The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.
Enquiries:
Active Energy Group Plc Paul Elliot (CEO) info@aegplc.com
Pankaj Rajani (Non-Executive Chairman)
Zeus Antonio Bossi / Darshan Patel Tel: +44 (0) 203 829 5000
Nomad and Broker (Investment Banking)
Nick Searle Tel: +44 (0) 203 829 5633
(Equity Capital Markets)
Website LinkedIn 'X'
www.aegplc.com (http://www.aegplc.com/) www.linkedin.com/in/active-energy-group-plc/ (@aegplc) / X (https://x.com/aegplc)
(http://www.linkedin.com/in/active-energy-group-plc/)
Additional Information
Further details of the Placing
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company,
has conditionally agreed to use reasonable endeavours to procure subscribers
at the Placing Price for the Placing Shares.
The Bookrunner intends to conditionally place the Placing Shares with certain
institutional and other investors at the Placing Price.
The Company intends to issue approximately 1,575,757,576 Placing Shares, to
raise gross proceeds of approximately £1.3 million, pursuant to the Placing.
The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m.
on or around 8 May 2026 (or such later date and/or time as the Bookrunner
and the Company may agree, being no later than 8.00 a.m. on 29 May 2026).
Admission of the Placing Shares is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in all
respects.
The Bookrunner has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to) in the event
that: (i) any of the warranties set out in the Placing Agreement is or becomes
untrue or inaccurate or misleading in any material respect; (ii) there has
been a material adverse change in certain international financial markets, a
suspension or material limitation in trading on certain stock exchanges which,
in the opinion of the Bookrunner, makes it impractical or inadvisable to
proceed with the Placing. If this termination right is exercised or if the
conditionality in the Placing Agreement is not satisfied, the Placing will not
proceed.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten. The Placing is not conditional on a minimum amount being raised.
Placing Shares
The Placing Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares in issue, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
Application will be made to London Stock Exchange for Admission of the Placing
Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. on or around 8 May
2026 and that dealings in the Placing Shares on AIM will commence at the same
time.
IMPORTANT NOTICES
The Company's treasury activities are conducted exclusively with proprietary
capital and are not made available to or managed on behalf of third-party
investors. Accordingly, the Company does not constitute an alternative
investment fund (AIF) for the purposes of the Alternative Investment Fund
Managers Regulations 2013.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Zeus nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser, broker and Bookrunner exclusively for the Company
and no one else in connection with the contents of this Announcement and will
not regard any other person (whether or not a recipient of this Announcement)
as its client in relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Zeus by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established thereunder, Zeus
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Zeus accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of Zeus as
the Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this Announcement, or
otherwise.
The Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the POATR (as
the case may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of 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, and persons
needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. This Announcement and the terms and conditions set out herein are
for information purposes only and are directed only (a) persons who are in a
Member State of the European Economic Area and are, unless otherwise agreed by
the Bookrunner, Qualified Investors; and/or (b) in the United Kingdom, persons
who are (i) Qualified Investors; and "Investment Professionals" within the
meaning of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) persons to whom it
may otherwise be lawfully communicated (all such persons together being
referred to as Relevant Persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange, other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares to AIM becoming effective in accordance with
Rule 29 of the AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange and as amended from time to time
"Announcement" this announcement (including the Appendices which forms part of this
announcement)
"Articles" the articles of association of the Company as adopted and in force from time
to time
"Bookbuild" the accelerated bookbuilding to be conducted by the Bookrunner pursuant to the
Placing Agreement and this Announcement
"Bookrunner" Zeus, acting as bookrunner in connection with the Placing
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "Active Energy" Active Energy Group plc, a company registered in England with registered
number 03148295
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Digital Assets" are cryptographically secured digital representations of value or rights that
are created, transferred, and stored on a blockchain or similar distributed
ledger technology
"Directors" the directors of the Company or any duly authorised committee thereof
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly
"Enlarged Issued Share Capital" the Ordinary Shares which shall be in issue immediately following Admission
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Existing Ordinary Shares" the 5,225,482,784 Ordinary Shares in issue at the date of this Announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000, as amended
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 May 2026
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA
"Ordinary Shares" ordinary shares of 0.035p each in the capital of the Company
"Placee" or "Placees" any Relevant Person(s) (including individuals, funds or others) subscribing
for and/or purchasing Placing Shares, or on whose behalf a commitment to
subscribe for or acquire Placing Shares has been given, pursuant to the
Placing
"Placing" the placing of the Placing Shares at the Placing Price by the Bookrunner on
behalf of the Company pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 30 April 2026 between the Company and the Bookrunner
relating to the Placing
"Placing Price" 0.0825 pence per Placing Share
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing, the number of
which will be announced by the Company on completion of the Bookbuild
"POATR" the Public Offers and Admissions to Trading Regulations 2024
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of
the EU Prospectus Regulation); or (b) in respect of persons in the
UK, persons who are qualified investors (within the meaning of paragraph 15
of Schedule 1 of the POATR), as the case may be
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Relevant Person(s)" (a) persons who are in a Member State of the European Economic Area and are,
unless otherwise agreed by the Bookrunner, Qualified Investors; and/or (b) in
the United Kingdom, persons who are (i) Qualified Investors; and "Investment
Professionals" within the meaning of article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); (ii) persons falling within article 49(2)(a) to (d) of the Order; or
(iii) persons to whom it may otherwise be lawfully communicated
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"Terms and Conditions" the terms and conditions in respect of the Placing set out in Appendix II to
this Announcement
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"Zeus" means Zeus Capital Limited, a company registered in England with registered
number 04417845
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE
BOOKRUNNER, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Bookrunner or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of the
Terms and Conditions 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 these Terms and Conditions come are
required by the Company and the Bookrunner to inform themselves about and to
observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do 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 (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or the Republic of South Africa or any other jurisdiction
in which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Bookrunner and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such Placee its
allocation of Placing Shares.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation; or (ii) a contract
note or email correspondence, in either case between representatives of the
Bookrunner (a "Recorded Commitment")), each Placee will be deemed to have read
and understood these Terms and Conditions in their entirety, to be
participating and acquiring Placing Shares on these Terms and Conditions and
to be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) to the Company and the
Bookrunner that:
1. it is a Relevant Person and that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business; and
2. it is acquiring the Placing Shares for its own account or is
acquiring the 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, indemnities, acknowledgements, undertakings and
agreements contained in these Terms and Conditions; and
3. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) and agreed to comply
with the resale and transfer restrictions set out in these Terms and
Conditions; and
4. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered into a Placing Agreement, under
which the Bookrunner has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure subscribers
for Placing Shares at the Placing Price. The Placing is not being underwritten
by the Bookrunner or any other person.
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the discretion
of the Bookrunner, following consultation with the Company. Allocations will
be confirmed orally or by email by the Bookrunner following the close of the
Bookbuild. A further announcement confirming these details will then be made
as soon as practicable following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Articles, and will be
credited as fully paid and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under the trading
symbol "AEG" and with ISIN GB00BPG7NS80.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for Admission to trading
on AIM of the Placing Shares. It is expected that settlement of any such
shares and Admission will become effective at 8.00 a.m. on or around 8 May
2026 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookrunner will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Bookrunner is arranging the Placing as agent for, and broker of,
the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Bookrunner.
3. The Bookbuild, if successful, will establish the number of Placing
Shares to be issued at the Placing Price, which will be determined by the
Bookrunner, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone to their usual contact at the Bookrunner. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe for or purchase at the Placing Price. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion
of the Bookrunner. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the
Bookrunner, following consultation with the Company. Each Placee's allocation
will be confirmed to Placees orally, or by email, by the Bookrunner following
the close of the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Oral or emailed confirmation from
the Bookrunner will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the Bookrunner
and the Company, under which it agrees to acquire by subscription the number
of Placing Shares allocated to it at the Placing Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in accordance
with the Articles. Except with the Bookrunner's consent, such commitment will
not be capable of variation or revocation.
7. The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued at the
Placing Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunner may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (after consultation with the Company)
and may scale down any bids for this purpose on such basis as it may
determine. The Bookrunner may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the
Bookrunner's consent, will not be capable of variation or revocation from the
time at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the 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.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Bookrunner under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law and the applicable rules of the
FCA, neither the Bookrunner, nor any of its affiliates, agents, directors,
officers or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Bookrunner, nor any of its respective affiliates,
agents, directors, officers or employees shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method of effecting
the Placing as the Bookrunner and the Company may determine.
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 Bookrunner's obligations under the Placing Agreement in respect of the
Placing Shares are conditional on, inter alia:
1. Admission occurring by no later than 8.00 a.m. (London time) on 29
May 2026 or such other date and time as may be agreed between the Company and
the Bookrunner, not being later than the Long Stop Date;
2. the delivery by the Company to the Bookrunner of certain documents
required under the Placing Agreement;
3. the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
4. the issue and allotment of the Placing Shares, conditional only upon
Admission;
5. each of the warranties being true and accurate and not misleading in
a way which is, in the opinion of the Bookrunner, material; and
5. the Placing Agreement not having been terminated by the Bookrunner in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bookrunner by the respective time or date where specified (or such later time
or date as the Bookrunner may notify to the Company, being not later than the
Long Stop Date); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the condition
relating to Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Bookrunner, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia, if before Admission:
1. any of the warranties set out in the Placing Agreement is or becomes
untrue or inaccurate or misleading in any material respect;
2. the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations (including MAR and the AIM Rules) in relation to the Placing;
3. there occurs or arises prior to Admission any significant change or
new material matter which the Bookrunner, in its discretion, determines should
be notified to Placees or Shareholders; or
4. there has been a change in national or international financial,
political, economic, monetary or stock market conditions (primary or
secondary) or an imposition of or compliance with any law or governmental or
regulatory order, rule, regulation, restriction or direction which, in the
opinion of the Bookrunner, would or would be likely to prejudice materially
the Company or render the Placing (or any material part thereof) or Admission
impractical or inadvisable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner and that
the Bookrunner need not make any reference to Placees in this regard and that
neither the Bookrunner nor any of its respective affiliates shall have any
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or
otherwise. No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock Exchange in
relation to the Placing or the Placing Shares, and Placees' commitments will
be made solely on the basis of the information contained in the Announcement
(including this Appendix) and the Publicly Available Information. Each Placee,
by accepting a participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has not relied on any other information (other than the Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company or the Bookrunner or any other person and neither the
Bookrunner, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the Bookrunner,
the Company or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Bookrunner are
making any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information
in this Announcement to be legal, tax, financial, business or other advice.
Each Placee should consult its own solicitor, tax adviser and financial
adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with the Bookrunner, stating the
number of Placing Shares allocated to it at the Placing Price and the
aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Bookrunner in
accordance with the standing CREST settlement instructions which they have in
place with the Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GB00BPG7NS80)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Bookrunner reserves the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Placee's jurisdiction
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing SONIA (Sterling Overnight Index
Average) rate as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner 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 Bookrunner's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify the
Bookrunner on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Bookrunner
such authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Bookrunner nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Bookrunner for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for or purchase of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Bookrunner of any right or discretion under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and the Bookrunner need not have any reference to it and shall have
no liability to it whatsoever in connection with any decision to exercise or
not to exercise any such right and each Placee agrees that it has no rights
against the Bookrunner or the Company, or any of their respective officers,
directors, employees agents or advisers, under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Bookrunner and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Bookrunner
nor any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation and Article 7(4) of the POATR, (i) the Placing Shares acquired by
it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, (a) persons in any Member
State of the European Economic Area which has implemented the EU Prospectus
Regulation or (b) persons in the UK, respectively, other than Qualified
Investors or in circumstances in which the prior consent of the Bookrunner has
been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA, or the UK
respectively, other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the POATR
(as the case may be) as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the
Bookrunner to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Bookrunner is not acting
for it or its clients, and that the Bookrunner will not be responsible for
providing the protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Bookrunner or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of the Bookrunner, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Bookrunner or the Company or any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Bookrunner, it is not and was
not acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Australia, Canada, New Zealand, the
Republic of South Africa or Japan and that it will not (unless an exemption
under the relevant securities laws is applicable) offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing Shares in
Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Australia, Canada, New Zealand, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no prospectus has been
or will be lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New Zealand, the
Japanese Ministry of Finance or the South African Reserve Bank and that the
Placing Shares are not being offered for sale and may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Bookrunner or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Placing Shares and
to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Bookrunner;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Bookrunner, it is a Qualified
Investor;
21. that, unless otherwise agreed by the Bookrunner, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
23. that any money held in an account with the Bookrunner (or its nominee)
on its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Bookrunner's (or its nominee's) money in
accordance with such client money rules and will be used by the Bookrunner in
the course of its own business and each Placee will rank only as a general
creditor of the Bookrunner;
24. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Disclosure Guidance and Transparency Rules of the FCA;
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Bookrunner as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither the Bookrunner nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Bookrunner and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and the Bookrunner will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Bookrunner and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Bookrunner for
itself and on behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or the Bookrunner to provide any legal,
financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Bookrunner shall notify it of such
amendments;
34. that (i) it has complied with its obligations under the Criminal Justice
Act 1993 and MAR, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of Funds
Regulations 2017 (as amended); and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury or the United States Department of State; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and
has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the Bookrunner may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Bookrunner on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Bookrunner may decide in its
absolute discretion;
35. that it will not make any offer to the public within the meaning of the
EU Prospectus Regulation or any offer of relevant securities to the public
within the meaning of the POATR (as the case may be) of those Placing Shares
to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing Shares
and it will be acquiring the Placing Shares for its own account as principal
or for a discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only and it
does not have any contract, understanding or arrangement with any person to
sell, pledge, transfer or grant a participation therein to such person or any
third person with respect of any Placing Shares; save that if it is a private
client stockbroker or fund manager it confirms that in purchasing the Placing
Shares it is acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an execution only
basis or under specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Bookrunner in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the
Bookrunner;
39. that the Bookrunner owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Bookrunner or its respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares;
41. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
42. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Bookrunner and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunner for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Bookrunner.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Bookrunner will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Bookrunner in the event that
any of the Company and/or the Bookrunner have incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of its respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
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