REG - Afentra PLC - Proposed Equity Fundraising
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RNS Number : 9108G Afentra PLC 03 June 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").
FOR IMMEDIATE RELEASE
3 June 2026
AFENTRA PLC
Proposed Equity Fundraising
Afentra plc ("Afentra" or the "Company") (AIM: AET), the upstream oil and gas
company focused on acquiring production and development assets in Africa,
announces its intention to raise approximately US$40 million by way of a firm
placing, a conditional placing (the "Placing") and a retail offer.
Highlights
· Following the Company's announcements on 30 March 2026, 23 April 2026
and 13 May 2026, relating to the agreement with Sonangol for the accelerated
two-well drilling programme on Block 3/05 and the US$125 million Gunvor debt
facility, Afentra is in a strong position to deliver its near-term growth
plan, with a target of doubling production to approximately 13 kbopd by 2028;
· Afentra has a much larger opportunity set within its portfolio that
can be accelerated to deliver growth and value accretion for its shareholders,
including follow up drilling activity and workovers on Block 3/05, drilling,
near-field developments and exploration on Blocks 3/05A and 3/24, and
short-cycle production and significant exploration on the Company's material
onshore Kwanza basin acreage;
· The Company intends to use the net proceeds of the Placing to
accelerate these growth activities and enhance strategic flexibility;
· The Company intends to raise approximately US$40 million through the
Placing at an issue price of 67 pence per share (the "Issue Price"). The Issue
Price represents a discount of approximately 5.2 per cent to the closing
mid-market price of 70.7 pence on 2 June 2026 (being the latest practicable
date prior to the date of this announcement (the "Announcement")).
· Following a period of shareholder consultation and wall crossed
marketing, the Company has received indications of interest for the Placing in
excess of US$40 million.
· As part of the Placing, the Company will also offer the
opportunity for the Company's retail shareholder base in the United Kingdom to
participate in the offering at the Issue Price (the "Retail Offer"). The
Retail Offer will be carried out via the Winterflood Retail Access Platform
("WRAP") and a separate announcement will be made regarding the Retail Offer
and its terms on 4 June 2026.
The Placing is to be conducted by way of an accelerated bookbuild process (the
"Bookbuilding Process") in accordance with the terms and conditions set out in
Appendix I. The Bookbuilding Process will be launched immediately following
this Announcement. The Company expects to close the Bookbuilding Process no
later than 7.00 a.m. on 4 June 2026, but the Bookrunner (as defined below) and
the Company reserve the right to close the Bookbuilding Process earlier or
later, without further notice.
Unless the context otherwise requires, words and expressions defined in
Appendix I shall have the same meanings in this Announcement.
Stifel Nicolaus Europe Limited ("Stifel") is acting as Bookrunner (the
"Bookrunner") to the Company in connection with the Placing.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Hamish McArdle, Company Secretary.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important information"
section of this Announcement.
Paul McDade, Chief Executive Officer, Afentra plc commented:
"The proposed equity raise allows Afentra to further accelerate our growth
strategy as we enter into the next phase of value creation, deepening our
investor share register, and further strengthening our balance sheet. Over
the past five years, and without recourse to our shareholders, we have built a
robust platform designed to leverage the significant scale of our asset
portfolio, both offshore and onshore Angola. Our stated strategy remains on
track to more than double our current production by 2028, as well as
sustainably increase our reserves and resources through high-impact drilling.
We are delighted by the strong support we have received from existing and new
investors for the Placing and look forward to working with all of our
stakeholders in delivering on our next phase of value creation."
For further information contact:
Afentra plc
+44 (0)20 7405 4133
Paul McDade, CEO
Anastasia Deulina, CFO
Christine Wootliff, Investor Relations
Burson Buchanan (Financial PR)
+44 (0)20 7466 5000
Bobby Morse
Barry Archer
George Pope
Stifel (Bookrunner, Nominated Adviser and Joint Broker)
+44 (0) 20 7710
7600
Callum Stewart
Simon Mensley
Ashton Clanfield
Tennyson Securities (Joint Broker)
+44 (0)20 7186 9033
Peter Krens
Background to the Placing
Since 2021, Afentra has built a diverse portfolio of production, near-field
development and exploration assets in Angola through selective acquisition
opportunities and licence awards. Over this time, Afentra has established
itself as a leading independent operator in Angola, with strong relationships
in-country and a portfolio with approximately 6 kbopd of current production
and a significant 120 mmboe of net 2P reserves and 2C resources.
Afentra has a clear roadmap to accelerating value creation, with the objective
of doubling production by 2028, and clear visibility of growing production to
more than 20 kbopd from currently identified opportunities.
Afentra's management team has positioned the business for this next phase of
growth in 2026. As announced on 13 May 2026, the Company has secured a US$125
million Pre-Payment Facility with the Gunvor Group which, along with operating
cash flows from the business, underpins the Company's currently planned growth
objectives. In addition, on 30 March 2026, the Company announced that it had
secured an agreement with Angola's national oil company Sonangol, in which
Sonangol will finance planned Block 3/05 two well drilling programme with
significant follow-on opportunities in a success case. These activities,
coupled with the strong organic cash flow profile of the business, have
strongly positioned Afentra for its next growth phase.
The Placing is being conducted to provide additional capacity to accelerate
identified growth opportunities across the portfolio and to enhance strategic
flexibility. The Company has a significant opportunity set within its
portfolio that can be accelerated on an opportunistic basis, including:
· Offshore
- Blocks 3/05 and 3/24: follow-up drilling and workover campaigns
to the current 2026 programme, and development of additional satellite
discoveries beyond the GPQ development;
- Block 3/05A: delivery of a gas export solution to unlock the
significant liquid resources within existing discoveries;
- Exploration upside: acquire modern 3D seismic identify and
mature further exploration prospects within the proven play of Afentra's
existing offshore acreage;
· Onshore
- Quenguela Norte Field: accelerate production growth after
delivery of first oil in 2027;
- Kwanza Basin: advance 2D seismic, subsurface evaluation and
drilling on this proven but under explored and under drilled onshore basin;
· Portfolio expansion
- Pursue low-cost acreage additions, capitalising on Afentra's
first mover advantage in Angola;
- Potential for production/development acquisitions in Angola or
selective new country entries, replicating Afentra's disciplined and value
accretive approach.
As a result of this large opportunity inventory, the Board of Afentra believes
that the Placing, alongside the Gunvor debt facility and operating cash flows,
will enable the Company to accelerate activity across the portfolio and
deliver significant growth for the business and value accretion for
shareholders.
Proposed Placing
The Company intends to raise approximately US$40 million, via the issue of the
new ordinary shares of £0.10 each in the capital of the Company (the "Placing
Shares") at the Issue Price.
The Placing is being conducted through a Bookbuilding Process to eligible
institutional investors.
The Placing will launch immediately following the release of this Announcement
in accordance with the terms and conditions set out in Appendix I. The Company
expects to close the Bookbuilding Process no later than 7.00 a.m. on 4 June
2026, but the Bookrunner and the Company reserve the right to close the
Bookbuilding Process earlier or later, without further notice.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing ordinary shares of
£0.10 each in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.
The Company has current shareholder authority to issue up to 22,615,600 new
ordinary shares on a non-pre-emptive basis. The Placing is expected to exceed
this authority limit, and as such the Placing will utilise a split settlement
mechanic, with the Firm Placing Shares (that are within the current
shareholder authorities) settling on a T+3 basis, and the balance of the
Placing Shares, being the Conditional Placing Shares, as well as new ordinary
shares to be issued pursuant to the Retail Offer, settling on a delayed basis.
Allocation of the Firm Placing Shares and the Conditional Placing Shares will
be irrevocable once confirmed to investors. The issue of the Conditional
Placing Shares, as well as the new ordinary shares to be issued pursuant to
the Retail Offer, is conditional, inter alia, on the passing of the
Resolutions at the General Meeting. Therefore, subject to the results of the
Placing, the Company intends to convene a shareholder meeting, expected to be
held on or around 25 June 2026, to approve the allotment of the Conditional
Placing Shares, and the new ordinary shares to be issued pursuant to the
Retail Offer on a non-pre-emptive basis. Afentra will publish a Notice of
General Meeting setting out the Resolutions requiring approval on or around 9
June 2026.
Settlement for, and Admission of, the Firm Placing Shares is expected to take
place on or around 8.00 a.m. on 9 June 2026. Settlement for, and Admission of,
the Conditional Placing Shares, and the new ordinary shares to be issued
pursuant to the Retail Offer, is expected to take place on or around 8.00 a.m.
on 26 June 2026, subject to the Company's shareholders approving the allotment
of the Conditional Placing Shares and the new ordinary shares to be issued
pursuant to the Retail Offer on a non-pre-emptive basis.
Appendix I to this Announcement sets out further information relating to the
terms and conditions of the Placing.
About Afentra
Afentra plc (AIM: AET) is an upstream oil and gas company focused on
opportunities in Africa. The Company's purpose is to support a responsible
energy transition in Africa by establishing itself as a credible partner for
divesting IOCs and host governments. Offshore Angola, in the Lower Congo
Basin, Afentra holds a 30% non-operated interest in the producing Block 3/05,
a 21.33% non-operated interest in Block 3/05A, and a 40% operated interest in
Block 3/24 - both Blocks 3/05A and 3/24 are located adjacent to Block 3/05.
Onshore Angola, in the western part of the onshore Kwanza basin, Afentra holds
a 35% operated interest in Block KON4 and 45% non-operated interests in the
prospective Blocks KON15 and KON19. Afentra also holds a 40% non-operated
interest in the offshore exploration Block 23 in the Kwanza Basin.
More information is available at www.afentraplc.com
(https://url.uk.m.mimecastprotect.com/s/iIb8CM8yMs25LVskhnS8t1eC/) or by
visiting Afentra's Curation Showcase
(https://url.uk.m.mimecastprotect.com/s/m1Q9CNkzNfZNQ5Hji5SyCzDb) .
Standard
Estimates of reserves and resources have been prepared in accordance with the
June 2018 Petroleum Resources Management System ("PRMS") as the standard for
classification and reporting.
Technical Information
The technical information contained in this Announcement has been reviewed and
approved by Robin Rindfuss, Head of Sub-Surface at Afentra plc. Robin Rindfuss
has over 30 years of experience in oil and gas exploration, production and
development. He is a member of the Society of Petroleum Engineers (SPE) and
holds a Bachelor of Science (BSc) and a Bachelor of Science Honours (BSc Hons)
in Physics and Mathematics from the University of Cape Town.
Glossary
2C Resources Those quantities of petroleum estimated, as of a given date, to be potentially
recoverable from known accumulations by application of development projects
but which are not currently considered to be commercially recoverable due to
one or more contingencies. Contingent resources are a class of discovered
recoverable resources
2P Reserves Those additional reserves which analysis of geoscience and engineering data
indicate are less likely to be recovered than Proved Reserves but more certain
to be recovered than Possible Reserves. It is equally likely that actual
remaining quantities recovered will be greater than or less than the sum of
the estimated Proved plus 2P. In this context, when probabilistic methods are
used, there should be at least a 50% probability that the actual quantities
recovered will equal or exceed the 2P estimate
bopd Barrels of oil per day
GPQ The Golungo, Palance NE and Quissama fields within Block 3/05A
kbopd Thousand barrels of oil per day
mmboe Million barrels of oil equivalent
Important information
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the Financial Conduct Authority, the London Stock
Exchange or applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement (and the information contained herein) is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into the United States of America, its territories or possessions, any
state of the United States or the District of Columbia (collectively, the
United States). This Announcement is for informational purposes only and is
not an offer of securities for sale in the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold in the United States absent registration except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States. There will be no public offering of the securities referred to herein
in the United States.
This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.
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 Stifel (apart from the responsibilities or liabilities that may be
imposed by the FSMA or other regulatory regime established thereunder) 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 therefor is expressly disclaimed.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company as joint broker and sole bookrunner for the
purposes of the Placing and is not acting for any other persons in relation to
it and accordingly will not be responsible to anyone else in relation to the
matters described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Stifel by the FSMA or the
regulatory regime established under it, Stifel does not accept any
responsibility whatsoever for the contents, completeness or accuracy of this
Announcement, and no representation or warranty, express or implied, is made
by Stifel with respect to the accuracy or completeness of this Announcement,
or any part of it.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Stifel that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The Placing Shares to which
this Announcement relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the Placing Shares should conduct
their own due diligence, analysis and evaluation of the business and date
described in this Announcement, including the Placing Shares. The pricing and
value of securities can go down as well as up. Past performance is not a guide
to future performance. The contents of this Announcement are not to be
construed as financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the US Securities Act or the applicable
laws of other jurisdictions.
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.
Information for Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of 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
retail and 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").
EEA product governance
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" (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 such
securities are: (i) compatible with an end target market of investors who meet
the criteria of retail and 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 issuer for the Placing
has not published sufficient data for the manufacturer to determine whether an
investment in the Placing is compatible for investors who have expressed
sustainability related objectives with their investments based on that which
i) is an environmentally sustainable investment under the EU Taxonomy
Regulation, ii) represents a sustainable investment under the SFDR, and/or
iii) takes into consideration any Principle Adverse Impacts on sustainably
factors as per the SFDR. (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 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 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. Each of the UK Target
Market Assessment and the EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Proposals. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment and the EU Target Market Assessment, Stifel
will only procure investors who meet the criteria of professional clients and
eligible counterparties, as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, neither the UK Target Market Assessment nor the
EU Target Market Assessment constitutes: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares pursuant to the Placing.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), ARE QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS
AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED
INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND
ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") ("UK QUALIFIED INVESTORS")
AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) IF
IN THE UNITED STATES, ARE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED
IN RULE 144A UNDER THE US SECURITIES ACT; OR (4) ARE PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933 (AS AMENDED) (THE "US SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES. THE PLACING IS BEING MADE (1) OUTSIDE THE UNITED STATES TO PERSONS IN
OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT
("REGULATION S")) MEETING THE REQUIREMENTS OF REGULATION S AND (2) IN THE
UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE US
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE LAWS. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES (OTHER THAN TO QIBs),
AUSTRALIA, CANDA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES
AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN
OR INTO THE UNITED STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR
INDIRECTLY, IN CONNECTION WITH THE PLACING.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
No action has been taken by the Company, Stifel Nicolaus Europe Limited
("Stifel"), Stifel Affiliates or Company Affiliates (each as defined below)
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
POATR or the EU Prospectus Regulation, as appropriate. In the United Kingdom,
this Announcement is being directed solely at persons in circumstances in
which section 21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not require the approval of the relevant communication by an
authorised person. The Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission or
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. 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 the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan, 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
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the Existing
Ordinary Shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. Persons needing advice should consult an
independent financial adviser.
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.
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.
By participating in the Bookbuilding Process (as defined below) and the
Placing, each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making or accepting an oral and/or written legally
binding offer to subscribe for the Placing Shares is deemed to have read and
understood this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Stifel that:
1. it is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
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 herein;
3. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Announcement; and
4. it and the person(s), if any, for whose account or benefit it is
acquiring the Placing Shares are either (a)(i) outside the United States and
will be outside the United States at the time the Placing Shares are acquired
by it and (ii) acquiring the Placing Shares in an "offshore transaction"
within the meaning of Regulation S under the US Securities Act, or (b) a QIB
who has executed and delivered to the Company and Stifel a US investor letter
substantially in the form provided to it.
The Company and Stifel will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements. Each Placee
hereby agrees with Stifel and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if Stifel confirms
to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at 67 pence per Placing Share (being the "Issue 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.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement of the results of the Placing (the "Placing Results
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Stifel or the Company or any other person
and none of Stifel, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). 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.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
business and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with Stifel (the
Company's Nominated Adviser and sole bookrunner in connection with the
Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, Stifel
has, subject to the terms and conditions set out therein, agreed to use its
reasonable endeavours, as agent of the Company, to procure subscribers for the
Placing Shares pursuant to the accelerated bookbuilding process described in
this Announcement and as set out in the Placing Agreement ("Bookbuilding
Process").
The Placing is not being underwritten by Stifel or any other person.
The Placing will take place in two tranches, comprising the firm placing
shares which shall be issued pursuant to the Company's existing shareholder
authorities ("Firm Placing Shares") and the conditional placing shares, which
shall be issued subject to and conditional upon the passing of certain
resolutions ("Conditional Placing") ("Conditional Placing Shares") (the
"Resolutions") to be proposed at a general meeting of the Company to be held
on 25 June 2026 (the "General Meeting"). The Firm Placing Shares and the
Conditional Placing Shares together the "Placing Shares".
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the Existing
Ordinary Shares then in issue, including the right to receive all dividends
and other distributions declared, made or paid in respect of the Ordinary
Shares after the date of the relevant Admission.
The Placing Shares will be issued free of any mortgage, charge (fixed or
floating), pledge, lien, hypothecation, guarantee, trust, right of set‑off
or other third party right or interest (legal or equitable) including any
assignment by way of security, reservation of title or other security interest
of any kind, howsoever created or arising, or any other agreement or
arrangement (including a sale and repurchase agreement) having similar effect.
Application for admission to trading on AIM
Applications will be made to the London Stock Exchange for admission of the
Firm Placing Shares and the Conditional Placing Shares to trading on AIM
becoming effective within the meaning of Rule 6 of the AIM Rules for Companies
("AIM Rules") ("Admissions").
It is expected that, Admission of the Firm Placing Shares will take place on
or around 8.00 a.m. on 9 June 2026 ("First Admission") and that subject to the
Resolutions being passed at the General Meeting, Admission of the Conditional
Placing Shares will take place on or around 8.00 a.m. on 3 July 2026 ("Second
Admission"). Subject to the satisfaction or waiver of the conditions of the
Placing Agreement ("Conditions"), it is expected that dealings in the Placing
Shares on AIM will commence on the same date as the relevant date of
Admission.
Bookbuilding Process
Commencing today, Stifel will be conducting the Bookbuilding Process to
determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. However, Stifel and the Company shall be
entitled to effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
No commissions will be paid by or to Placees in respect of any participation
in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Stifel is acting as sole bookrunner to the Placing, as agent for and on behalf
of the Company, on the terms and subject to the conditions of the Placing
Agreement.
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Stifel.
Stifel and Stifel Affiliates (as defined below) are entitled to participate as
Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 7.00 a.m. on the next business day (being a day (other
than a Saturday, Sunday or public holiday) when banks in the City of London
are open for business) ("Business Day") after the date of this Announcement
but may be closed at such earlier or later time as Stifel may, in its
absolute discretion (after consultation with the Company), determine. The
announcement containing the results of the Bookbuilding Process will be
released following the close of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee on behalf of which it
is made and, except with Stifel's consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid orally by telephone or in writing to their usual sales
contact at Stifel. Each bid should either state the number of Placing Shares
which the prospective Placee wishes to subscribe for or a fixed monetary
amount at, in either case, the Issue Price. If successful, Stifel will
re-contact and confirm orally or in writing to Placees following the close of
the Bookbuilding Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. Stifel's oral
or written confirmation of the size of allocations will constitute an
irrevocable legally binding agreement in favour of the Company and Stifel
pursuant to which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Issue Price on the terms and
subject to the conditions set out herein and in accordance with the Articles.
Each Placee's allocation and commitment (including as to the number of Firm
Placing Shares and Conditional Placing Shares) will be evidenced by a trade
confirmation issued to such Placee by Stifel. The terms of this Appendix will
be deemed incorporated in that trade confirmation.
Stifel reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event that the Placing is oversubscribed.
Stifel also reserves the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute discretion
of Stifel and the Company.
Each Placee's obligations will be owed to the Company and to Stifel. Following
the oral confirmation referred to above, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the Company
and Stifel, as agent of the Company, to pay to Stifel (or as Stifel may
direct), in cleared funds, an amount equal to the product of the Issue Price
and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Stifel, any person who
controls Stifel within the meaning of Section 15 of the Securities Act or
Section 20 of the U.S. Securities Exchange Act of 1934, as amended and each of
Stifel's, or any such person's respective affiliates, subsidiaries, branches,
associates and holding companies and the subsidiaries of any such affiliates,
subsidiaries, branches, associates and holding companies ("Stifel Group"), nor
the directors, officers, employees, consultants and agents of Stifel or any
member of the Stifel Group (each a "Stifel Affiliate") nor any person acting
on their behalf shall have any responsibility or liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise). In
particular, none of Stifel, any Stifel Affiliate nor any person acting on
their behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Stifel may determine.
The Placing Shares will be issued subject to the terms and conditions of this
Appendix and each Placee's commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or Stifel's conduct of the Placing.
All times and dates in this Announcement may be subject to amendment. Stifel
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Stifel.
All obligations of Stifel under the Placing will be subject to fulfilment of
the conditions referred to in this Announcement including without limitation
those referred to below under "Conditions of the Placing".
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 Stifel under the Placing Agreement in respect of the Firm
Placing Shares are conditional upon, inter alia:
1. the release of this Announcement through an RIS (as defined in the AIM
Rules) by not later than 4.45 p.m. on the date of the Placing Agreement;
2. the Company having complied in all material respects with its
undertakings and obligations under the Placing Agreement in connection with
the Placing and the Retail Offer (as defined in the Placing Agreement) to the
extent that such undertakings and obligations fall to be performed prior to
First Admission;
3. in the sole opinion of Stifel (acting in good faith), none of the
warranties in the Placing Agreement being untrue or inaccurate in any material
respect or misleading at each of the times they are given in each case by
reference to such facts or circumstances then subsisting;
4. the execution and delivery of the term sheet contained in the Placing
Agreement by the Company and Stifel and the release of the Placing Results
Announcement as soon as reasonably practicable following completion of the
Bookbuilding Process and in any event not later than 8.00 a.m. on the Business
Day after the date of the Placing Agreement (or such later time as may be
agreed between Stifel and the Company);
5. the obligations of Stifel under the Placing Agreement not being
terminated before First Admission;
6. no material adverse change in, or any development reasonably likely to
involve a prospective material adverse change in, the condition (financial,
operational, legal or otherwise), or in the earnings, management, solvency,
business prospects or financial prospects of the Company and each of its
subsidiaries from time to time and any one of them, taken as a whole
("Group"), whether or not arising in the ordinary course of business and
whether or not foreseeable at the date of the Placing Agreement having
occurred prior to First Admission, in the opinion of Stifel (acting in good
faith);
7. the issue and allotment of the Firm Placing Shares, conditional only
upon First Admission, by no later than 5.00 p.m. on 9 June 2026 or such later
time as may be agreed between the Company and Stifel, being not later than 12
June 2026 (the "First Longstop Date");
8. the application for First Admission and all other documents required to
be submitted, being delivered to the London Stock Exchange not later
than 5.00 p.m. on the date of the Placing Agreement;
9. the delivery by the Company to Stifel of a duly executed the warranty
certificate in the form set out in the Placing Agreement no later
than 5.00 p.m. on the Business Day prior to the date on which First
Admission occurs; and
10. First Admission of the Firm Placing Shares occurring not later than 8.00
a.m. on or around 9 June 2026 or such later time and/or date as Stifel may
agree in writing with the Company (but in any event no later than 8.00 a.m. on
the First Longstop Date.
The obligations of Stifel under the Placing Agreement in respect of the
Conditional Placing Shares are conditional upon, inter alia:
1. First Admission having occurred;
2. the circular of the Company in the agreed form to be sent to
shareholders containing the notice of General Meeting ("Notice of General
Meeting") having been posted to shareholders of the Company not later than on
9 June 2026 and a copy thereof posted on the Company's website in accordance
with Rule 26 of the AIM Rules;
3. the announcement in the agreed form relating to the Retail Offer having
been released by no later than 07.01 a.m. on the Business Day after the date
of the Placing Agreement (or such other time as may be agreed between Stifel
and the Company;
4. the application for Second Admission and all other documents required
to be submitted, being delivered to the London Stock Exchange not later
than the same day as passing of the Resolutions;
5. the General Meeting having taken place on the date set out in the
Notice of General Meeting, no adjournment of the General Meeting having
occurred without the prior written consent of Stifel and the Resolutions
having been passed thereat without amendment;
6. the Company having complied in all material respects with its
undertakings and obligations under the Placing Agreement in connection with
the Placing and the Retail Offer to the extent that such undertakings and
obligations fall to be performed prior to Second Admission;
7. in the sole opinion of Stifel (acting in good faith), none of the
warranties contained in the Placing Agreement being untrue or inaccurate in
any material respect or misleading at each of the times they are given, in
each case by reference to such facts or circumstances then subsisting;
8. the obligations of Stifel under the Placing Agreement not being
terminated before Second Admission;
9. no material adverse change in, or any development reasonably likely to
involve a prospective material adverse change in, the condition (financial,
operational, legal or otherwise), or in the earnings, management, solvency,
business prospects or financial prospects of the Company or the Group, taken
as a whole, whether or not arising in the ordinary course of business and
whether or not foreseeable at the date of the Placing Agreement having
occurred prior to the Second Admission, in the opinion of Stifel (acting in
good faith);
10. the issue and allotment of the Conditional Placing Shares and the shares
relating to the Retail Offer ("Retail Shares"), conditional only upon Second
Admission, by no later than 5.00 p.m. on 26 June 2026 or such later time as
may be agreed between the Company and Stifel, not being later than 3 July
2026 ("Second Longstop Date");
11. the press announcement to be made by the Company following the end of
the Retail Offer setting out, inter alia, details of the number of Retail
Shares having been released by no later than 8.00 a.m. on the Business Day
following the end of the Retail Offer period (or such later time as may be
agreed between Stifel and the Company);
12. the announcement of the results of the General Meeting and in respect of
Second Admission having been released by no later than 5.00 p.m. on 26 June
2026 (or such later time as may be agreed between Stifel and the Company);
13. the delivery by the Company to Stifel of a duly executed the warranty
certificate in the form set out in the Placing Agreement no later
than 5.00 p.m. on the Business Day prior to the date on which Second
Admission occurs; and
14. Second Admission taking place no later than 8.00 a.m. on 26 June 2026
or such later time as may be agreed between the Company and Stifel, but in any
event no later than 8.00 a.m. on the Second Longstop Date.
If (a) the conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Stifel), or (b) the Placing
Agreement is terminated in the circumstances specified below, the Placing will
lapse and each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in respect
thereof. None of Stifel, the Company, any Stifel Affiliate, nor any holding
company of the Company, any subsidiary of the Company, any subsidiary of any
such holding company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and employees
(each a "Company Affiliate") 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 it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition in the Placing Agreement or
in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Stifel's rights and
obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Stifel may, at any time before First Admission and in its absolute discretion
(acting in good faith), terminate the Placing Agreement with immediate effect
if:
1. there shall have been a material breach of any of the warranties given
pursuant to the Placing Agreement by the Company;
2. an event has occurred or a matter has arisen on or after the date of
the Placing Agreement and before First Admission which, had it occurred or
arisen before the date of the Placing Agreement, would have rendered or would
have been likely to render any of the warranties given pursuant to the Placing
Agreement untrue or inaccurate in any material respect or misleading;
3. there has been a material breach of the Placing Agreement or the
engagement letter between the Company Stifel, by the Company;
4. the Company commits a material breach of applicable law;
5. there shall have been any material adverse change in, or any
development reasonably likely to involve a prospective material adverse change
in, the condition (financial, operational, legal or otherwise), or in the
earnings, management, solvency, business prospects or financial prospects of
the Company or the Group, taken as a whole, whether or not arising in the
ordinary course of business and whether or not foreseeable at the date of the
Placing Agreement
6. a matter, fact, circumstance or event has arisen such that a
supplementary circular, supplementary announcement or other document is
required to be published;
7. Stifel (acting reasonably) is not satisfied that they can continue to
advise the Company or that they can cooperate with any of the Company's
actions or inactions without defaulting on any of their responsibilities under
any applicable law;
8. there shall have occurred or it is reasonably likely that there will
occur: (a) any adverse change in the financial markets in the United Kingdom,
the United States or in any member or associate member of the European Union;
or (b) any outbreak or escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis; or (c)
any change or development involving a prospective change in national or
international political, financial, economic, monetary or market conditions
(primary or secondary) or currency exchange rates or controls; or (d) any
suspension of trading in securities generally on the London Stock Exchange,
the New York Stock Exchange, the NASDAQ Stock Market or any over-the-counter
market; or (e) a fixing of minimum or maximum prices for trading, or the
imposition of a requirement for maximum ranges for prices, by any of said
exchanges or by such system or by order of any governmental authority; or (f)
a disruption in commercial banking or securities settlement or clearance
services in the United Kingdom, the United States or a member or associate
member of the European Union; or (g) a banking moratorium has been declared by
the United Kingdom, or the United States or a member or associate member of
the European Union, which, in the sole opinion of Stifel (acting in good
faith), would or would be likely to materially prejudice the Company or the
Placing, or make the success of the Placing doubtful or makes it impracticable
or inadvisable to proceed with the Placing, or render the creation of a market
in the ordinary share capital of the Company temporarily or permanently
impracticable; or
9. any of the conditions to the Placing Agreement has become incapable of
fulfilment before or has not been satisfied by the latest date/time provided
in the Placing Agreement (or such later time and/or date as Stifel may agree)
and has not been waived by Stifel.
If First Admission has occurred and, at any time thereafter but prior to
Second Admission, in the opinion of Stifel (acting in good faith), any of the
events or circumstances described in paragraphs 1 - 9 above of the "Right to
terminate under the Placing Agreement" arise or occur which in the sole
opinion of Stifel acting in good faith would or would be likely to materially
prejudice the Company, the Conditional Placing or the Retail Offer, or make
the success of the Conditional Placing or the Retail Offer doubtful, or makes
it impracticable or inadvisable to proceed with the Conditional Placing or the
Retail Offer, then Stifel may, in its absolute discretion, by notice in
writing to the Company, in effect terminate its obligations under the Placing
Agreement solely in respect of the Conditional Placing and the Retail Offer.
Paragraphs 1 - 9 above of the "Right to terminate under the Placing Agreement"
shall apply mutatis mutandis to a Second Admission, so that any references
therein to a 'First Admission' shall be construed as references to a 'Second
Admission'.
By participating in the Placing, each Placee agrees with Stifel that the
exercise by Stifel of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Stifel and that
Stifel need not make any reference to the Placees in this regard and that, to
the fullest extent permitted by law, neither the Company, Stifel, any Stifel
Affiliate nor any Company Affiliate shall have any liability whatsoever to
the Placees in connection with any such exercise or failure to so exercise.
Registration and settlement
Settlement of transactions in the Placing Shares following each relevant
Admission will take place within the CREST system, using the delivery versus
payment ("DVP") mechanism, subject to certain exceptions. Stifel reserves the
right to require settlement for and delivery of the Placing Shares to Placees
by such other means as Stifel may deem necessary, including, without
limitation, if delivery or settlement is not possible or practicable within
the CREST system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement will be as follows for the Firm Placing
Shares:
Trade Date 4 June 2026
Settlement Date 9 June 2026
ISIN Code GB00B4X3Q493
SEDOL B4X3Q49
CREST ID for Stifel 3NUAA
The expected timetable for settlement will be as follows for the Conditional
Placing Shares:
Trade Date 4 June 2026
Settlement Date 26 June 2026
ISIN Code GB00B4X3Q493
SEDOL B4X3Q49
CREST ID for Stifel 3NUAA
Each Placee allocated Placing Shares in the Placing will be sent either a
contract note or a trade confirmation stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such Placee to
Stifel and settlement instructions. Placees should settle against Stifel's
CREST ID shown above. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. 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 which it has in place with Stifel.
It is expected that settlement of the Placing Shares will take place on each
relevant Settlement Date shown above on a DVP basis in accordance with the
instructions set out in the trade confirmation unless otherwise notified by
Stifel.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the base rate of Barclays Bank Plc as determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Stifel may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Stifel's
own account and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the 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 any
levy, stamp duty or stamp duty reserve tax. If there are any circumstances in
which any other stamp duty, stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is payable in
respect of the issue, allocation, transfer 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), neither Stifel nor the Company shall be responsible
for the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) irrevocably confirms,
represents, warrants, undertakes, acknowledges, understands and agrees (for
itself and for any such prospective Placee) (as the case may be) with Stifel
(in its capacity as broker and agent of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of their application for
Placing Shares, the following, (save where Stifel expressly agrees in writing
to the contrary):
1. it has read and understood this Announcement in its entirety (including
this Appendix) and acknowledges that its participation in the Placing and the
issue of the Placing Shares will be governed by the terms of this Announcement
(including this Appendix) and 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 the Placing, the Company, the Placing
Shares or otherwise other than the information contained in the Placing
Documents and the Publicly Available Information;
2. no prospectus, admission document 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, admission document or other offering document in
connection with the Bookbuilding Process, the Placing or the Placing Shares
and no such prospectus, admission document or offering document is required
under the EU Prospectus Regulation or POATR;
3. to indemnify on an after-tax basis and hold harmless each of the
Company, Stifel, Stifel Affiliates and Company Affiliates and any person
acting on their behalf from any and all costs, losses, 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 Announcement and further agrees that the
provisions of this Announcement shall survive after completion of the Placing;
4. the Placing Shares will be admitted to AIM and the Company is therefore
required to publish and has published certain business and financial
information in accordance with the AIM Rules and the UK version of the Market
Abuse Regulation (EU) 596/2014 which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR") and other applicable laws and
regulations (the "Exchange Information"), which includes the Company's
announcements and circulars published in the past 12 months, and that the
Placee is able to obtain or access this Exchange Information without undue
difficulty and is aware of and has reviewed the contents of the Exchange
Information;
5. it has made its own assessment of the Placing Shares and the terms of
the Placing and has relied on its own investigation of the business, financial
position and other aspects of the Company in accepting a participation in the
Placing and none of the Company, any Company Affiliate, Stifel, any Stifel
Affiliate, or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing Shares or
the Company; nor has it requested any of the Company, any Company Affiliate,
Stifel, nor any Stifel Affiliate nor any person acting on their behalf to
provide it with any such material or information;
6. none of Stifel or any Stifel Affiliate or any person acting on behalf
of any of them is making any recommendations to it or advising it regarding
the suitability 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 Stifel and that Stifel does not have any duties or
responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of Stifel's rights and obligations
thereunder, including any rights to waive or vary any conditions or exercise
any termination right, and neither it nor, as the case may be, its clients
expect Stifel to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Stifel is not acting for it or its clients, and that Stifel
will not be responsible to any person other than the Company for providing
protections afforded to its clients;
7. the content of this Announcement, the Placing Results Announcement and
the Publicly Available Information is exclusively the responsibility of the
Company and that none of Stifel, nor any Stifel Affiliate nor any person
acting on their behalf will be responsible for or shall have any liability for
any information, representation or statement relating to the Company contained
in this Announcement or any information previously published by or on behalf
of the Company. None of Stifel, nor any Stifel Affiliate nor any person acting
on their behalf will be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing to subscribe for the Placing Shares is
contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the Placing Shares
and the Company in connection with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation that
Stifel, any Stifel Affiliate or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied, with respect
thereto;
8. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has had
sufficient time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax, legal and
other economic considerations and has relied upon its own examination of, and
due diligence on, the Company, and the terms of the Placing, including the
merits and risks involved;
9. unless paragraph 10 applies, it has neither received nor relied on any
inside information for the purposes of UK MAR and section 56 of the Criminal
Justice Act 1993 (the "CJA") in relation to the Company or its participation
in the Placing;
10. if it has received any inside information (for the purpose of UK MAR and
section 56 of the CJA) in relation to the Company and its securities in
advance of the Placing, it has consented to receive inside information for the
purposes of UK MAR and the CJA and it acknowledges that it was an insider or a
person who has received a market sounding for the purpose of such legislation
and it confirms that it has not: (a) dealt (or attempted to deal) in the
securities of the Company (or cancelled or amended an order in relation
thereto); (b) encouraged, recommended or induced another person to deal in the
securities of the Company (or to cancel or amend an order in relation
thereto); and (c) unlawfully disclosed inside information to any person, in
each case, prior to the information being made publicly available;
11. it is not entitled to rely on any information (including, without
limitation, any information contained in any management presentation given in
relation to the Placing) other than that contained in this Announcement
(including this Appendix) and any Exchange Information and represents and
warrants that it has not relied on any representations relating to the
Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to the Company contained
in any research reports prepared by Stifel or any Stifel Affiliate or any
person acting on their behalf and understands that (i) none of Stifel, nor any
Stifel Affiliate nor any person acting on their behalf has or shall have any
liability for any public information relating to the Company; (ii) none of
Stifel, nor any Stifel Affiliate, nor any person acting on their behalf has or
shall have any liability for 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 that (iii) none of Stifel, nor any
Stifel Affiliate, nor any person acting on their behalf 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;
13. (i) it is entitled to acquire the Placing Shares for which it is
subscribing under the laws and regulations of all relevant jurisdictions which
apply to it; (ii) it has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) which may be required or necessary in
connection with its subscription for Placing Shares and its participation in
the Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity and authority to
commit to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid any issue,
transfer or other taxes due in connection with its subscription for Placing
Shares and its participation in the Placing in any territory; and (v) it has
not taken any action which will or may result in the Company, Stifel or any
Stifel Affiliate or Company Affiliate or any person acting on their behalf
being in breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;
14. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing (including electronic copies thereof) to any person and
represents that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
15. it understands that the Placing Shares have not been and will not be
registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and are not being offered or
sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act;
16. it and the person(s), if any, for whose account or benefit it is
acquiring the Placing Shares are either (a)(i) outside the United States and
will be outside the United States at the time the Placing Shares are acquired
by it and (ii) acquiring the Placing Shares in an "offshore transaction"
within the meaning of Regulation S under the US Securities Act, or (b) a QIB
who has executed and delivered to the Company and Stifel a US investor letter
substantially in the form provided to it
17. it is not acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" within the meaning of Regulation S under the US
Securities Act or as a result of any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the US
Securities Act;
18. it understands, and each account it represents has been advised, that
the Placing Shares may only be reoffered or resold in transactions exempt
from, or not subject to, the registration requirements of the US Securities
Act and no representation has been made as to the availability of any
exemption under the US Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or transfer of
the Placing Shares;
19. it will not distribute, forward, transfer or otherwise transmit this
announcement or any other materials concerning the Placing (including any
electronic copies thereof), directly or indirectly, whether in whole or in
part, in or into the United States, Australia, Canada, the Republic of South
Africa or Japan;
20. if it is a financial intermediary in the United Kingdom, as may be
applicable under POATR: (i) any Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of Stifel
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not treated
under POATR as having been made to such persons;
21. if it is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any member state of the EEA or
to which the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent of Stifel
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 other than
EU Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
22. it has not offered or sold and will not offer or sell any Placing Shares
to the public in any member state of the EEA except in circumstances falling
within Article 1(4) of the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to Article 3 of the
EU Prospectus Regulation;
23. it has not offered or sold and will not offer or sell any Placing Shares
to the public in the United Kingdom except in circumstances falling within the
applicable exemptions available under POATR;
24. 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 it is permitted to do so pursuant
to section 21 of FSMA and agrees that this Announcement has not been approved
by Stifel 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 financial promotion by an authorised person;
25. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
26. it has complied with its obligations: (i) under the CJA and UK
MAR; (ii) in connection with the laws of all relevant jurisdictions which
apply to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017) and that it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt Practices Act
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; (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 ((i), (ii), (a), (b) and (c),
together, the "Regulations") or rules and guidance on anti-money laundering
produced by the FCA and, if it is 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 it is
permitted to subscribe for Placing Shares in accordance with the laws of all
relevant jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the Anti-Terrorism,
Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act
2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017);
27. if in the United Kingdom, (a) it is a person having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order, or (b) it is a
person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations etc.") of the Order, or (c) it is a person to whom
this Announcement may otherwise lawfully be communicated, and (d) it is a UK
Qualified Investor;
28. in the case of a Relevant Person in a member state of the EEA who
acquires any Placing Shares pursuant to the Placing, it is an EU Qualified
Investor;
29. its participation in the Placing would not give rise to an offer being
required to be made by it or any person with whom it is acting in concert
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
30. it (and any person acting on its behalf) has the funds to pay for the
Placing Shares for which it has agreed to subscribe and it will pay for the
Placing Shares acquired by it in accordance with this Announcement and with
any trade confirmation sent by Stifel (or on its behalf) to it in respect of
its allocation of Placing Shares and its participation in the Placing on the
due time and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with other Placees
or sold as Stifel may, in its absolute discretion, determine and it will
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 stamp
duty or stamp duty reserve tax (together with any interest or penalties 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;
31. none of Stifel or any Stifel Affiliate or 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 transaction it may enter into in connection with
the Placing, and acknowledges that neither Stifel, nor any Stifel Affiliate
nor any person acting on their behalf has any duties or responsibilities to it
for providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or for the exercise or performance of any of Stifel's rights
and obligations thereunder, including any right to waive or vary any condition
or exercise any termination right contained therein;
32. (i) the person whom it specifies for registration as holder of the
Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case
may be, (ii) neither Stifel nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes or
duties imposed in any jurisdiction (including interest and penalties relating
thereto) resulting from a failure to observe this requirement and (iii) the
Placee and any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be allotted to the CREST
stock account of Stifel which will hold them as settlement agent as nominee
for the 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;
33. 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 courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
34. it irrevocably appoints any director of Stifel 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;
35. it is not a resident of each and any of Australia, Canada, Japan, New
Zealand or the Republic of South Africa and any other jurisdiction where the
offer would breach any applicable law or regulations ("Restricted
Jurisdiction") and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Restricted
Jurisdiction;
36. any person who confirms to Stifel on behalf of a Placee an agreement to
subscribe for Placing Shares and/or who authorises Stifel to notify the
Placee's name to the Company's registrar, has authority to do so on behalf of
the Placee;
37. the agreement to settle each Placee's acquisition of Placing Shares
(and/or the acquisition of a person for whom it is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to an acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a clearance service.
If there were any such arrangements, or the settlement related to other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Stifel will be responsible. If this
is the case, the Placee should take its own advice and notify Stifel
accordingly;
38. 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 stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
39. when a Placee or any person acting on behalf of the Placee is dealing
with Stifel, any money held in an account with Stifel 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 relevant rules and regulations of the FCA. 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 in accordance with the client money rules and will be used by
Stifel in the course of its business; and the Placee will rank only as a
general creditor of Stifel (as the case may be);
40. in order to ensure compliance with the Criminal Justice Act 1988, the
Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any body
having jurisdiction in respect thereof and the Money Laundering Sourcebook of
the FCA, Stifel (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Stifel or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at Stifel's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Stifel's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Stifel (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, Stifel and/or the Company may, at their absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
41. the Company, Stifel, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings and
acknowledgements;
42. the basis of allocation will be determined by Stifel and the Company at
their absolute discretion and that the right is reserved to reject in whole or
in part and/or scale back any participation in the Placing;
43. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that 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;
44. irrevocably authorises the Company and Stifel to produce this
Announcement pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
45. its commitment to subscribe for Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing;
46. time is of the essence as regards its obligations under this Appendix;
47. 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 Stifel;
48. it will be bound by the terms of the Articles;
49. these terms and conditions in this Appendix and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire shares pursuant to the Placing will be governed by
and construed in accordance with the laws of England and Wales and it submits
to the exclusive jurisdiction of the courts of England and Wales in relation
to 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 Stifel 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;
50. it is acting as principal only in respect of the Placing or, if it is
acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it is duly authorised to do so and it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
51. its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and Stifel (for their own
benefit and, where relevant, the benefit of any Stifel Affiliate or Company
Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Stifel, any Stifel Affiliate, any
Company Affiliate or any other person acting on behalf of any of such persons
by a Placee to recover any damage, cost, loss, charge or expense which it may
suffer or incur by reason of or arising from or in connection with the
performance of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Stifel 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty
or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Stifel in the event that any of the Company
or Company Affiliate or Stifel or any Stifel Affiliate has incurred any such
liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, 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 acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Stifel
shall notify the Placees and any person acting on behalf of the Placees of any
such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Stifel does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting for the Company and for no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or Admissions and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Stifel or for affording advice in relation
to the Placing or Admissions, or any other matters referred to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that Stifel or any Stifel Affiliate may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of Stifel and the Company under these terms and
conditions 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.
Each Placee may be asked to disclose in writing or orally to Stifel and, if
so, undertakes to provide:
(i) if he or she is an individual, his or her nationality;
(ii) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
(iii) such other "know your client" information as Stifel may
reasonably request.
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 not a guide to future performance and persons
needing advice should consult an independent financial adviser.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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. END IOEEAXKDEFEKEFA
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