REG - AfriTin Mining Ltd - Result of Placing and Subscription

Andrada MiningAnnouncement

16/09/2022 10:00

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RNS Number : 7582Z  AfriTin Mining Ltd  16 September 2022

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AFRITIN MINING
LIMITED.

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

 

For immediate release

 

16 September 2022

 

AfriTin Mining Limited

("AfriTin" or the "Company")

 

Result of Placing and Subscription

AfriTin Mining Limited (AIM: ATM), an African tech-metals mining company with
a portfolio of mining and exploration assets in Namibia, is pleased to
announce the successful completion of the Placing and Subscription announced
on 15 September 2022, subject only to Admission (and in the case of the
Subscription, subject to the receipt of proceeds).

Following strong demand in the bookbuild, the total gross proceeds from the
Placing has increased from US$7.5 million to US$12.8 million (£11.1 million)
resulting in aggregate gross proceeds from the Fundraising of US$22.8 million.
The incremental Placing proceeds will be used to further expand the Uis
resource drilling programme, Brandberg West development and for general
corporate purposes.

A total of 222,701,660 new Ordinary Shares ("Placing Shares") have been
conditionally placed with new and existing institutional investors pursuant to
the Placing by Hannam & Partners and Stifel Nicolaus Europe Limited (the
"Joint Bookrunners"), at a price of 5 pence per new Ordinary Share (the
"Placing Price"), conditional inter alia upon their admission to trading on
AIM. In addition, The Orange Trust has also subscribed for a total of
173,320,000 new Ordinary Shares (the "Subscription Shares"), at the Placing
Price (the "Subscription"), conditional inter alia upon their admission to
trading on AIM and receipt of proceeds.

A total of 396,021,660 new Ordinary Shares will therefore be issued pursuant
to the Placing and Subscription, raising gross proceeds of £19.8 million
(approximately US$22.8 million). The Placing Shares and Subscription Shares
together represent approximately 26 per cent. of the Company's enlarged
ordinary share capital after the completion of the Fundraising.

The Placing Price represents an 8 per cent. discount to the mid-market closing
price on 15 September 2022.

The new Ordinary Shares to be issued pursuant to the Placing and Subscription
will, when issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares of the Company, including the right
to receive all dividends or other distributions made, paid or declared in
respect of such shares after the date of issue of the new Ordinary Shares.

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the announcement made on 15 September 2022.

 

Anthony Viljoen, CEO of AfriTin Mining Limited commented:

 

"On behalf of the board, I am delighted to announce completion and upsizing of
the Placing and Subscription portion of the wider US$48.3 million Proposed
Funding Package (now US$53.6m as a result of the upsizing), referred to in our
announcement yesterday. Bringing on additional funding partners to complete
this package, alongside Standard Bank, has the potential to position AfriTin
at the forefront of the tech metals sector.

 

"We are excited to open up a new province in Namibia targeting a globally
significant lithium resource, bring our lithium and tantalum revenue streams
online, alongside significantly accelerating our existing tin operation for
its next phase of development.

"We would like to sincerely thank all our existing shareholders for their
continued support and welcome our new shareholders as we start this next
chapter and look to fully unlock AfriTin's potential."

Participation by Directors

Certain Directors have participated in the Placing to raise gross proceeds of
£230,000, as set out below.

 

Details of the Directors' participation in the Placing are as follows:

 

 Director           Existing Holding of Ordinary Shares  New Ordinary Shares to be issued pursuant to the Placing  Resultant holding of Ordinary Shares immediately following Admission  Resultant holding as a % of the enlarged share capital following Admission and
                                                                                                                                                                                         Subscription Admission
 Anthony Viljoen    11,296,690                           4,000,000                                                 15,296,690                                                            1.00%
 Michael Rawlinson  3,205,542                            600,000                                                   3,805,542                                                             0.25%

 

The FCA notifications, made in accordance with the requirements of MAR, are
appended below.

 

Participation by Existing Substantial Shareholders and Related Party
Transactions

 

Canaccord Genuity Wealth Management ("Canaccord") will acquire 37,000,000 new
Ordinary Shares at the Placing Price for gross proceeds of £1,850,000.
Details of Canaccord's participation in the Placing is as follows:

 

 Substantial Shareholder           Existing Holding of Ordinary Shares  New Ordinary Shares to be issued pursuant to the Placing  Resultant holding of Ordinary Shares immediately following Admission  Resultant holding as a % of the enlarged share capital following both
                                                                                                                                                                                                        Admission and Subscription Admission
 Canaccord Genuity Wealth Limited  120,505,743                          37,000,000                                                157,505,743                                                           10.34%

 

By virtue of Canaccord's holdings being more than 10 per cent. of the existing
issued ordinary share capital of the Company, they are classified as a related
party of the Company and its participation in the Placing is considered a
'related party transaction' under Rule 13 of the AIM Rules.

 

Glen Parsons, Terrance Goodlace and Laurence Robb, having not participated in
the Subscription or the Placing, are independent of the Placing and consider,
having consulted with WH Ireland Limited ("WH Ireland"), the Company's
Nominated Adviser, that the terms of the participation by Canaccord in the
Placing are fair and reasonable insofar as shareholders are concerned.

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will take place at 8.00 a.m. on 21 September 2022 (or such date as may be
agreed between the Company and the Joint Bookrunners, being no later than 30
September 2022). Application has also been made to the London Stock Exchange
for the Subscription Shares to be admitted to trading on AIM ("Subscription
Admission"). It is expected that the Subscription Admission will occur on or
around 29 September 2022. The Placing is conditional upon, amongst other
things, Admission becoming effective. The Placing is also conditional on the
Placing Agreement not being terminated in accordance with its terms prior to
Admission. The Placing is not conditional upon The Orange Trust Subscription
completing.  The Orange Trust Subscription is conditional on the Placing
becoming unconditional and not being terminated, on the Subscription Admission
and the receipt of the Subscription proceeds. Neither the Placing nor the
Subscription are conditional upon the Orion Financing or the DBN Debt
Financing (both as defined in the announcement of the Proposed Funding Package
and Production Update released yesterday).

 

Following Admission of the Placing Shares the Company's issued ordinary share
capital will consist of 1,344,543,344 Ordinary Shares, with the right to one
vote each. The Company will hold no Ordinary Shares in treasury. Therefore,
the total number of Ordinary Shares and voting rights in the Company will be
1,344,543,344. With effect from Admission, this figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Following Admission of the Subscription Shares the Company's issued ordinary
share capital will consist of 1,517,863,344 Ordinary Shares, with the right to
one vote each. The Company will hold no Ordinary Shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in the
Company will be 1,517,863,344. With effect from the Subscription Admission,
this figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

 

 AfriTin Mining Limited                   +27 (11) 268 6555
 Anthony Viljoen, CEO

 Nominated Adviser                        +44 (0) 207 220 1666
 WH Ireland Limited

 Katy Mitchell

 Corporate Advisor and Joint Broker
 H&P Advisory Limited                     +44 (0) 20 7907 8500

 Andrew Chubb

 Jay Ashfield

 Matthew Hasson

 Stifel Nicolaus Europe Limited           +44 (0) 20 7710 7600

 Ashton Clanfield

 Callum Stewart

 Varun Talwar

 Tavistock Financial PR (United Kingdom)  +44 (0) 207 920 3150
 Emily Moss

 Cath Drummond

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Anthony Viljoen
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         AfriTin Mining plc
 b)  LEI                                                          ·            213800FKOXWBL6JBVH90

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary share

     Identification code

                                                                  GG00BD95V148
 b)  Nature of the transaction                                    Purchase of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  5p        4,000,000
 d)  Aggregated information

     -    Aggregated volume                                       4,000,000

     -     Price

                                                                  £200,000
 e)  Date of the transaction                                      16 September 2022
 f)  Place of the transaction                                     XLON, AIM

d)

Aggregated information

-    Aggregated volume

-     Price

 

4,000,000

 

 

£200,000

e)

Date of the transaction

16 September 2022

f)

Place of the transaction

XLON, AIM

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Michael Rawlinson
 2   Reason for the notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         AfriTin Mining plc
 b)  LEI                                                          ·         213800FKOXWBL6JBVH90

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary share

     Identification code

                                                                  GG00BD95V148
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  5p        600,000
 d)  Aggregated information

     -    Aggregated volume                                       600,000

     -     Price

                                                                  £30,000
 e)  Date of the transaction                                      16 September 2022
 f)  Place of the transaction                                     XLON, AIM

d)

Aggregated information

-    Aggregated volume

-     Price

 

600,000

 

£30,000

e)

Date of the transaction

16 September 2022

f)

Place of the transaction

XLON, AIM

 

 

 

 

IMPORTANT NOTICES

 

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR
ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF
THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, South Africa, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful.

 

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).

 

No public offering of the Placing Shares is being made in the Australia,
Canada, South Africa or Japan or elsewhere.

 

No action has been taken by the Company, WH Ireland Limited ("WH Ireland"),
H&P or Stifel or any of their respective affiliates, or any of its or
their respective directors, officers, partners, employees, advisers and/or
agents (collectively, "Representatives") 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 restrictions contained
in this Announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any action.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.

 

This Announcement is directed at and is only being distributed to: (a) if in a
member state of the EEA, persons who are qualified investors ("EEA Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (b) if in the
United Kingdom, persons who are qualified investors ("UK Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who are (i) persons falling within the definition of
"investment professional" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) persons who fall within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order, or (c) if in the
United States, persons who are either (i) outside the United States acquiring
the Placing Shares in offshore transactions as defined in, and in accordance
with, Regulation S under the US Securities Act, (ii) "qualified institutional
buyers" as defined in Rule 144a under the US Securities Act, or (d) if in
Australia, persons who are either (i) "sophisticated investors" within the
meaning of Section 708(8) of the Corporations Act 2001 (Cth) ("Corporations
Act"), (ii) an "experienced investor" meeting the criteria in Section 708(10)
of the Corporations Act or (iii) a "professional investor" within the meaning
of section 708(11) of the Corporations Act; or (e) if in South Africa, (i)
persons whose ordinary business, or persons whose ordinary business, or part
of whose ordinary business, is to deal in securities, whether as principals or
agents; (ii) "the public investment corporation" as defined in the Public
Investment Corporation Act, No. 23 of 2004 (as amended); (iii) persons
regulated by the Reserve Bank of South Africa; (iv) "authorised financial
services providers" as defined in the Financial Advisory And Intermediary
Services Act, No. 37 of 2002 (as amended); (v) "financial institutions" as
defined in the Financial Services Board Act, No. 97 Of 1990; (vi) a wholly
owned subsidiary of the persons contemplated in (iii), (iv) and (v), acting as
agent in the capacity of authorised portfolio manager for a pension fund
registered in terms of the Pension Funds Act, No. 24 of 1956 or as a manager
for a collective investment scheme registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002; (vii) any combination of the
persons contemplated in (i) to (vi); and/or persons who, were they to
subscribe for securities, would subscribe for a minimum amount of r1,000,000
per single addressee acting as principal, or (f) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
(c), (d), (e) and (f) together being referred to as "Relevant Persons").

 

No other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. By accepting the terms of this Announcement, you represent and agree that
you are a Relevant Person. This Announcement must not be acted on or relied on
by persons who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.

 

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with either
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward ‐ looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, H&P and/or Stifel expressly disclaims
any obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.

 

WH Ireland Limited, which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting as nominated advisor for
the purposes of the AIM Rules for Nominated Advisers and the AIM Rules for
Companies exclusively for the Company and 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 and will not be
responsible to anyone other than the Company in connection with  the Placing
or for providing the protections afforded to their clients or for giving
advice in relation to the Placing or any other matter referred to in this
Announcement.The responsibilities of WH Ireland, as nominated adviser, are
owed solely to the London Stock Exchange plc and are not owed to the Company
or to any director or any other person and accordingly no duty of care is
accepted in relation to them. No representation or warranty, express or
implied, is made by WH Ireland as to, and no liability whatsoever is accepted
by WH Ireland in respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this Announcement is
issued).

 

H&P Advisory Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively 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
and will not be responsible to anyone other than the Company in connection
with  the Placing or for providing the protections afforded to their clients
or for giving advice in relation to the Placing or any other matter referred
to in this Announcement.

 

Stifel Nicolaus Europe Limited, which is authorised and regulated by the FCA
in the United Kingdom is acting exclusively 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 and will not be responsible to anyone other than the Company in
connection with  the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matter referred to in this Announcement.

 

This Announcement is being 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 or on behalf of WH Ireland, H&P and/or Stifel (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any of their
respective Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers or any other statement made or purported to be made
by or on behalf of WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.

 

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

 

Any indication in this Announcement of the price at which the Company's 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 profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

 

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

 

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

 

 

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