REG - Andrada Mining Ltd - Proposed Strategic Subscription and Placing
26/06/2025 07:00
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RNS Number : 5296O Andrada Mining Limited 26 June 2025
26 June 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 ANDRADA MINING
LIMITED.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Andrada Mining Limited
("Andrada" or the "Company")
Proposed Strategic Subscription and Placing to raise up to £6m
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a critical minerals producer
with mining and exploration assets in Namibia, is pleased to announce that it
intends to raise up to £4.5 million through a proposed strategic equity
subscription (the "Subscription") by a new investor, Talent10 Resources
Proprietary Limited ("Talent10"), and simultaneously conduct an accelerated
bookbuild (the "Bookbuild") through H&P Advisory Limited ("H&P" or the
"Sole Bookrunner") to raise an additional £1.5 million from new and existing
institutional investors (the "Placing").
The Subscription and Placing (together the "Fundraising") plan to raise
aggregate gross proceeds of up to approximately £5.9 million (c USD8.0
million) through the issuance of up to 150 000 000 new ordinary shares
pursuant to the Subscription ("Subscription Shares") and up to 47 000 000 new
ordinary shares pursuant to the Placing ("Placing Shares") (together the "New
Ordinary Shares") at a price of 3.00 pence per share (the "Issue Price"). The
Issue Price represents a premium of 8% to the 15-day volume weighted average
price ("15 - day VWAP") of the Company's shares as at the close of the market
on 25 June 2025 of 2.78p.
The Placing is conditional upon, among other things, the Subscription, the New
Ordinary Shares being admitted on AIM ("Admission") and the placing agreement
with the Sole Bookrunner not being terminated in accordance with its terms
prior to Admission. Further details can be found in Appendix 1 to this
Announcement.
BACKGROUND TO THE FUNDRASING
Talent10 is a strategic long-term investor in the mining industry. It has
indicated its intention to invest in the Company to support the completion of
key outstanding capital projects at Uis. In parallel, the Company has launched
the Placing to provide new and existing investors with an opportunity to
participate in the expansion projects at its operations.
Use of proceeds
Subscription
The Subscription Shares will be issued under the authority granted pursuant to
Resolution 10 at the Company's Annual General Meeting in September 2024, as
the proceeds will be utilised for specified capital investment projects, as
described below. All proceeds from the Subscription will be applied toward the
installation of ore-sorters and infrastructure upgrades, completion of the
pre-concentration circuit (the "Circuit") at the existing Uis processing
plant, as well as the commissioning of the Jig plant (the "Jig").
§ Approximately £2.6 million (c. USD3.5 million) for the ore-sorters.
§ Approximately £1.8 million (c. USD2.5million) to accelerate the
commissioning of the Jig.
Together, the Circuit and Jig are anticipated to accentuate the production
profile at the Company's processing facility.
Placing
The net proceeds from the Placing will be used to enhance the Company's
balance sheet and supplement general working capital requirements. The Placing
Shares will be issued under the authority granted pursuant to Resolution 9(b),
passed at the Company's Annual General Meeting held in September 2024.
DETAILS OF THE FUNDRAISING
The Company is proposing to raise aggregate gross proceeds of up to £5.9
million (c USD8.0 million) through the issue of up to 197 000 000 New
Ordinary Shares at the Issue Price.
The Subscription
Talent10 has indicated its intention to subscribe for the Subscription Shares
contributing up to £4.5 million (approximately USD6.0 million) to the total
gross proceeds of the Fundraising, at the Issue Price pursuant to the terms
and conditions of subscription letters to be entered into between the relevant
Directors and the Company on or about the date hereof. The Subscription is not
conditional on the Placing.
Talent10 is a private investment company established in 2012, with a focused
yet diversified portfolio spanning mining, energy, technology, media, and
industrial sectors. Talent10 is known for its non-conventional approach to
investment, identifying high-potential opportunities in emerging and often
underexplored industries. By combining financial agility with long-term
strategic thinking, Talent10 aims to support ventures that contribute to
economic development and future-facing industrial capacity.
The company's leadership team brings over 50 years of combined experience
across mining, corporate finance, investment management, commercial
operations, and strategic growth. Talent10's management has played a central
role in successful investments including in renowned companies such as Exxaro
Resources. This experience gives them a practical understanding of both the
opportunities and challenges in the mining sector, as well as a clear view of
the role that critical minerals play in the global transition to new energy
systems.
Through a flexible and partnership-oriented model, Talent10 builds long-term
value by working closely with management teams to unlock potential and
accelerate growth. Their involvement in Andrada Mining as a cornerstone
investor reflects a strong alignment with the Company's strategy to build a
globally relevant platform for critical mineral production, processing, and
innovation.
Assuming the issue of 197 000 000 new Ordinary Shares, the Company's total
issued capital would increase to 1 868 679 053 ordinary shares, resulting in
Talent10 shareholding of 8%.
The Placing
In addition to the Subscription, the Company intends to raise gross proceeds
of up to £1.5 million (approximately USD2.0 million) through the issue of up
to 47 000 000 new Ordinary Shares at the Issue Price (the "Placing Shares")
to new and existing institutional investors.
H&P is acting as Sole Bookrunner in connection with the Placing. The
Placing will be conducted through the Bookbuild which will be launched
immediately following this announcement. The timing of the closing of the book
and allocations are at the discretion of the Sole Bookrunner and the Company.
The Sole Bookrunner has today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
the Sole Bookrunner, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure subscribers for the Placing Shares at
the Issue Price. The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement (which forms part of this announcement, such
announcement and the appendices together being the "Announcement").
The Placing will be made on a non-pre-emptive basis. The Company will rely on
the allotment and disapplication of pre-emption rights authorities granted by
shareholders to the Company at its annual general meeting held on 30 September
2024.
CONTACTS +27 (11) 268 6555
Andrada Mining
Anthony Viljoen, CEO
Sakhile Ndlovu, Investor Relations
NOMINATED ADVISOR & BROKER
Zeus Capital Limited +44 (0) 20 2382 9500
Katy Mitchell
Harry Ansell
Andrew de Andrade
CORPORATE BROKER & ADVISOR
H&P Advisory Limited +44 (0) 20 7907 8500
Andrew Chubb
Jay Ashfield
Matt Hasson
Berenberg +44 (0) 20 3753 3040
Jennifer Lee
Natasha Ninkov
FINANCIAL PUBLIC RELATIONS
Tavistock (United Kingdom) +44 (0) 207 920 3150
Emily Moss
andrada@tavistock.co.uk (mailto:andrada@tavistock.co.uk)
Josephine Clerkin
About Andrada Mining Limited
Andrada Mining Limited is listed on the London Stock Exchange (AIM), New York
(OTCQB) and Namibia Stock Exchange with mining assets in Namibia, a top-tier
investment jurisdiction in Africa. Andrada strives to produce critical raw
materials from a large resource portfolio to contribute to a more sustainable
future, improved living conditions and the upliftment of communities adjacent
to its operations. Leveraging its strong foundation in Namibia, Andrada is on
a strategic path to becoming a leading African producer of critical metals
including lithium, tin, tungsten, tantalum and copper. These metals are
important enablers of the green energy transition, being essential for
components of electric vehicles, solar panels and wind turbines.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful or to any person to whom it is unlawful to make such offer or
solicitation. No public offering of the Placing Shares is being made in any
such jurisdiction.
No action has been taken by the Company, H&P Advisory Limited (the "Sole
Bookrunner") or any of their respective Affiliates or any of its or their
respective directors, officers, partners, employees, agents or advisers
(collectively "Representatives") or any person acting on behalf of any of them
that would, or is intended to, permit an offer of the Placing Shares or result
in the possession or distribution of this Announcement or any other offering
or publicity material relating to such Placing Shares in any jurisdiction
where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, transferred or delivered, directly
or indirectly, within, into or in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold outside of the United States in "offshore transactions" as defined in,
and pursuant to, Regulation S under the Securities Act ("Regulation S"). No
public offering of securities will be made in the United States or elsewhere.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or 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 or South Africa or
any other jurisdiction in which such activities would be unlawful.
For the attention of residents of Australia: This Announcement is not a
prospectus or product disclosure statement or otherwise a disclosure document
for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act
2001 (Cth) ("Corporations Act") and does not constitute an offer, or an
invitation to purchase or subscribe for the Placing Shares offered by this
Announcement except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act without the
need for a lodged prospectus or product disclosure statement. In addition, for
a period of 12 months from the date of issue of the Placing Shares, no
transfer of any interest in the Placing Shares may be made to any person in
Australia except to "sophisticated investors" or "professional investors"
within the meaning of sections 708(8) and (11) of the Corporations Act or
otherwise in accordance with section 707(3) of the Corporations Act.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the Terms and
Conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
Each of the Company, the Sole Bookrunner, their respective Affiliates, its and
their respective Representatives and any person acting on behalf of any of
them expressly disclaim any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation the London Stock Exchange.
H&P Advisory Limited is authorised and regulated in the United Kingdom by
the FCA. The Sole Bookrunner is acting exclusively for the Company and no one
else in connection with the Placing, the contents of this Announcement or any
other matters described in this Announcement. The Sole Bookrunner will not
regard any other person as its client in relation to the Placing, the content
of this Announcement or any other matters described in this Announcement and
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or for providing
advice to any other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this Announcement. The
responsibilities of Zeus Capital Limited, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to the London Stock Exchange and
are not owed to the Company, its directors or any other person.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Sole Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as
to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of the Sole Bookrunner
or any of its Affiliates in connection with the Company, the Placing Shares or
the Placing, and any responsibility or liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by the Sole Bookrunner, any of its
Affiliates or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, the Sole Bookrunner may release communications
to the market as to the extent to which the book is "covered". A communication
that a transaction is, or that the books are, "covered" refers to the position
of the order book at that time. It is not an assurance that the books will
remain covered, that the transaction will take place on any terms indicated or
at all, or that if the transaction does take place, the securities will be
fully distributed by the Sole Bookrunner.
In connection with the Placing, the Sole Bookrunner and any of its Affiliates,
acting as investors for their own account, may take up a portion of the shares
in the Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Sole Bookrunner and
any of its Affiliates acting in such capacity. In addition, the Sole
Bookrunner and any of its Affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Sole Bookrunner
and any of its Affiliates may from time to time acquire, hold or dispose of
shares. The Sole Bookrunner does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended, does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Sole Bookrunner will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Sole Bookrunner will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU)
2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS
REGULATION"), WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED
INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO RELEVANT PERSONS AND WILL ONLY BE
ENGAGED IN WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required to
inform themselves about, and to observe, any such restrictions.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING
SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO,
REGULATION S UNDER THE SECURITIES ACT.
Defined terms used in this Appendix are set out in Appendix 2.
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, to persons in or into the United States, Australia, Canada, Japan
or South Africa or any other jurisdiction in which the release, publication or
distribution of this Announcement and/or an offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, the Placing
Shares is unlawful (each a "Restricted Territory"). The release, publication
or distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, H&P Advisory Limited (the "Sole
Bookrunner") or any of its Affiliates or any of its or their respective
agents, directors, officers or employees (collectively "Representatives")
which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Sole Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as to
or in relation to, the accuracy, completeness or sufficiency of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Sole Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company, the Sole Bookrunner, any of their respective Affiliates,
any of its or their respective Representatives nor any person acting on behalf
of any of them makes any representation or warranty, express or implied, to
any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult with its own advisers as to legal, tax, business, financial and
related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will (i) be deemed to have read and understood this Announcement in
its entirety; and (ii) be participating and making such offer and subscribing
for Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"), including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a
Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. it is subscribing for Placing Shares for its own
account or is subscribing for Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
5. if it is a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), it understands the resale and transfer
restrictions set out in this Appendix and that the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or sale in a member state of the
EEA other than to Qualified Investors, or persons in the United Kingdom other
than to UK Qualified Investors or in circumstances in which the prior consent
of the Sole Bookrunner has been given to each proposed offer or resale;
6. it is and, at the time the Placing Shares are
subscribed for, will be, outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S"), acknowledging that the
Placing Shares have not been, and will not be, registered under the Securities
Act or with any state or other jurisdiction of the United States; and
7. the Company and the Sole Bookrunner will rely upon
the truth and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements in addition to those
described elsewhere in this Appendix.
Bookbuild
Following this Announcement, the Sole Bookrunner will commence the Bookbuild
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
The Sole Bookrunner and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Sole Bookrunner is acting as Sole bookrunner in connection with the
Placing. The Sole Bookrunner is not acting for the Company with respect to the
Subscription.
The Sole Bookrunner has today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
it has agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares at 3 pence per
Placing Share (the "Issue Price"). The timing and closing of the book and
allocations are at the discretion of the Company and the Sole Bookrunner.
Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild. The Fundraising is not
underwritten.
The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue. The New
Ordinary Shares will be issued free of any encumbrances, liens or other
security interests.
Applications for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the New Ordinary Shares to trading on AIM
("Admission"). It is expected that Admission will become effective at 8.00
a.m. (London time) on 1 July 2025 or such later time and date (being not later
than 8.00 a.m. (London time) on 11 July 2025) as the Sole Bookrunner and the
Company may agree.
Participation in, and principal terms of, the Placing
The Sole Bookrunner is arranging the Placing as agent of the Company.
1. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by the Sole
Bookrunner. The Sole Bookrunner and its Affiliates are entitled to enter bids
in the Bookbuild as principal.
2. The results of the Placing will be announced on a
Regulatory Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at the Sole Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue Price. Bids
may be scaled down by on the basis referred to in paragraph 7 below.
4. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of the Sole
Bookrunner, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Sole Bookrunner, to pay it (or
as it may direct), as agent of the Company, in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares that such
Placee has agreed to subscribe for. Each Placee's obligations will be owed to
the Company and the Sole Bookrunner. The Company shall, conditional on
Admission, allot such Placing Shares to each Placee following each Placee's
payment to the Sole Bookrunner of such amount.
5. The Bookbuild is expected to close no later than 6.00
p.m. (London time) on 26 June 2025 but may be closed earlier or later at the
discretion of the Sole Bookrunner. The Sole Bookrunner may, in agreement with
the Company, accept bids that are received after the Bookbuild has closed.
6. Each prospective Placee's allocation will be
determined by the Sole Bookrunner and will be confirmed to prospective Placees
orally or in writing by the Sole Bookrunner, as agent of the Company,
following the close of the Bookbuild and an electronic contract note, or trade
confirmation will be dispatched as soon as possible thereafter. Subject to
paragraph 4 above, the Sole Bookrunner's oral or written confirmation to
such prospective Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of the Sole Bookrunner and the Company, under which such Placee agrees to
subscribe for the number of Placing Shares allocated to it and to pay the
Issue Price for each such Placing Share on the Terms and Conditions and in
accordance with the Company's articles of association and each Placee will be
deemed to have read and understood this Announcement (including the
Appendices) in its entirety.
7. Subject to paragraphs 4 and 6 above the Sole
Bookrunner will determine the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. Notwithstanding paragraphs 4 and 6 above,
Placing Shares may be allocated (i) after the Bookbuild has closed to any
person submitting a bid after that time; and (ii) after the time of any
initial allocation to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Sole Bookrunner,
subject to the prior consent of the Company.
8. Except as required by law or regulation, no press
release or other announcement will be made by the Sole Bookrunner or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be required
to be made at the same time, on the basis explained below under "Registration
and settlement".
10. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
11. By participating in the Bookbuild, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by the Sole
Bookrunner.
12. To the fullest extent permissible by law, neither the
Sole Bookrunner nor any of its Affiliates nor any of its or their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
connection with the Placing, the Placing Shares or otherwise. In particular,
neither the Sole Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
shall have any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Sole Bookrunner's
conduct of the Bookbuild or of such alternative method of effecting the
Placing as each of the Sole Bookrunner, its Affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Sole Bookrunner under the Placing Agreement are conditional on certain
conditions, including (but not limited to):
(a) Admission taking place on or before 8.00 a.m. (London
time) on 1 July 2025 (or such later time as may be agreed between the Company
and the Sole Bookrunner, being not later than 8.00 a.m. (London time) on the
Long Stop Date);
(b) the Company having complied with all of its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;
(c) the Subscription Letter remaining in full force and
effect, not having lapsed or been terminated (or been the subject of a notice
of termination) or amended prior to Admission; (ii) no condition to the
Subscription Letter having been waived or become incapable of satisfaction
prior to Admission; and (iii) no event having arisen prior to Admission which
gives a party thereto a right to terminate the Subscription Letter;
(d) the warranties given by the Company in the Placing
Agreement not being untrue, inaccurate or misleading at any time between the
date of the Placing Agreement and Admission in a way that is material (in the
opinion of the Sole Bookrunner (acting in good faith)) in the context of the
Placing;
(e) there having been no development or event (or any
development or event involving a prospective change of which the Company is,
or might reasonably be expected to be, aware) which will or is likely (in the
opinion of the Sole Bookrunner (acting in good faith)) to have a material
adverse effect on the condition (financial or otherwise), prospects,
management, results of operations, financial position, business or general
affairs of the Company or of the Group; and
(f) the Placing Agreement not having been terminated,
(all conditions to the obligations of the Sole Bookrunner included in the
Placing Agreement being together, the "Conditions").
If (i) any of the Conditions is not fulfilled or, where permitted, waived or
extended by the Sole Bookrunner by the relevant time or date specified (or
such later time and/or date the Sole Bookrunner and the Company may agree,
being not later than 8.00 a.m. (London time) on the Long Stop Date); or (ii)
the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect thereof.
Neither the Sole Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it or another person may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any Condition nor for any decision it may make as to the satisfaction of
any Condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Sole Bookrunner. Placees will have no rights against the
Sole Bookrunner, the Company or any of their respective Affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise.
Termination of the Placing Agreement
The Sole Bookrunner, in its absolute discretion, may prior to Admission
terminate the Placing Agreement in accordance with its terms in certain
circumstances, including, amongst other things:
(a) in the opinion of the Sole Bookrunner (acting in good
faith), the Company is in breach of any of its obligations under of the
Placing Agreement (to the extent such obligations fall to be performed prior
to Admission) and that failure is material in the context of the Placing;
(b) in the opinion of the Sole Bookrunner (acting in good
faith), any of the warranties given by the Company in the Placing Agreement
being untrue or misleading in any respect or misleading prior to Admission in
a way which is material in the context of the Placing;
(c) in the opinion of the Sole Bookrunner (acting in good
faith), there has been a development or event (or any development or event
involving a prospective change of which the Company is, or might reasonably be
expected to be, aware) which will or is likely to have a material adverse
effect on or affecting the operations, the condition (financial or otherwise),
prospects, management, results of operations, financial position, business or
general affairs of the Group as a whole whether or not foreseeable and whether
or not arising in the ordinary course of business;
(d) there has been a change in national or international
financial, political, economic or stock market conditions (primary or
secondary); an incident of terrorism, outbreak or escalation of hostilities,
war, declaration of martial law or any other calamity or crisis; a suspension
or material limitation in trading of securities generally on any stock
exchange; any change in currency exchange rates or exchange controls or a
disruption of settlement systems or a material disruption in commercial
banking, in each case as would be likely in the opinion of the Sole Bookrunner
(acting in good faith) to materially prejudice the success of the Placing; or
(e) there has occurred a suspension (which, in the opinion
of the Sole Bookrunner (acting in good faith), is material in the context of
the Placing) or cancellation by the London Stock Exchange of trading in the
Company's securities.
By participating in the Placing, each Placee agrees with the Company and the
Sole Bookrunner that the exercise or non-exercise by the Sole Bookrunner of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Sole Bookrunner or for agreement
between the Company and the Sole Bookrunner (as the case may be) and that
neither the Company nor the Sole Bookrunner need make any reference to, or
consult with, Placees and that none of the Company nor the Sole Bookrunner nor
any of their respective Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them shall have any
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA and the
London Stock Exchange) in relation to the Placing or Admission.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement, and any Exchange Information (as defined
below) published by or on behalf of the Company previously or simultaneously
with this Announcement, and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information previously
and simultaneously released by or on behalf of the Company are exclusively the
responsibility of the Company and confirms to the Company and the Sole
Bookrunner that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the Company
(other than the Exchange Information), the Sole Bookrunner, any of their
respective Affiliates, any of its or their respective Representatives or any
person acting on behalf of any of them. None of the Company nor the Sole
Bookrunner nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the Placees may
have obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Sole Bookrunner that, between the date of
the Placing Agreement and the date which is 90 calendar days after the date of
Admission, it will not, without the prior written consent of the Sole
Bookrunner, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed between the
Sole Bookrunner and the Company.
By participating in the Placing, Placees agree that the exercise by the Sole
Bookrunner of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the Sole
Bookrunner and that it need not make any reference to, or consultation with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GG00BD95V148)
following Admission will take place within CREST, using the delivery versus
payment mechanism, subject to certain exceptions. The Company and the Sole
Bookrunner reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/trade
confirmation in accordance with the standing arrangements in place with the
Sole Bookrunner stating the number of Placing Shares to be allocated to it at
the Issue Price, the aggregate amount owed by such Placee to the Sole
Bookrunner and settlement instructions. It is expected that such electronic
contract note/trade confirmation will be despatched on or around 26 June 2025
and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the Sole
Bookrunner. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Sole Bookrunner may agree that the Placing Shares will be
issued in certificated form.
The Company will deliver the Placing Shares to the Sole Bookrunner (CREST
Participant ID: KBUAG, Member Account ID: CC0172) as agent for the Company.
The Placing Shares will be credited to the Sole Bookrunner's CREST account by
way of a Registrars Adjustment and therefore the Company will not be required
to enter any form of receipt instruction into CREST. The input to CREST by a
Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee on a delivery against payment basis.
It is expected that settlement will be on 1 July 2025 on a T+3 basis in
accordance with the instructions given to the Sole Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above SONIA as determined by the Sole Bookrunner.
Each Placee agrees that, if it does not comply with these obligations, the
Sole Bookrunner may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any Transfer Taxes imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the Sole Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which the Sole Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note/trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in
which any other Transfer Taxes are payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or, for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares),
neither the Sole Bookrunner nor the Company shall be responsible for the
payment of such amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with the Sole Bookrunner (in its capacity as sole bookrunner and as
placing agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering
memorandum or admission document has been or will be prepared in connection
with the Placing or is required under the Prospectus Regulation or the UK
Prospectus Regulation and it has not received and will not receive an offering
document, prospectus, offering memorandum or admission document in connection
with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or
otherwise;
3. (i) it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to
trading on AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the UK Market Abuse
Regulation and the rules and practices of the London Stock Exchange and/or the
FCA (including the AIM Rules) (collectively and together with the information
referred to in (i) above, the "Exchange Information"), which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account, and similar statements for
preceding financial years, and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange Information, or such
information or comparable information concerning any other publicly traded
company, in each case, without undue difficulty; and (iii) it has had access
to such financial and other information concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. the content of this Announcement is exclusively the
responsibility of the Company and none of the Sole Bookrunner, any of its
Affiliates, any of or its or their respective Representatives or any person
acting on behalf of any of them has or shall have any responsibility or
liability for any information, representation or statement contained in, or
any misstatements in or omission from, this Announcement or any information
previously or subsequently published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise;
5. unless otherwise specifically agreed with the Sole
Bookrunner, it and any person on behalf of which it is participating is not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to subscribe for the Placing Shares;
6. the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any Exchange
Information, that it has received and reviewed all information that it
believes is necessary or appropriate to make an investment decision in respect
of the Placing Shares, and that it has neither received nor relied on any
other information given or investigations, representations, warranties or
statements made by the Sole Bookrunner, the Company, any of their respective
Affiliates, any of its or their respective Representatives or any person
acting on behalf of any of them and neither the Sole Bookrunner nor the
Company nor any of their respective Affiliates nor any of its or their
respective Representatives will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other information,
representation, warranty or statement;
7. it has relied solely on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the Placing and that neither the
Sole Bookrunner nor any of its Affiliates nor any of or its or their
respective Representatives nor any person acting on behalf of any of them has
made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of this Announcement and the Exchange Information,
and each of them expressly disclaims any liability in respect thereof;
8. the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the securities
legislation of the United Kingdom, the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions or in any country or jurisdiction where any such action
for that purpose is required;
9. it has not relied on any information relating to
the Company contained in any research reports prepared by the Sole Bookrunner,
any of its Affiliates or any person acting on its or their behalf and
understands that: (i) neither the Sole Bookrunner nor any of its Affiliates
nor any of its or their respective Representatives nor any person acting on
behalf of any of them has or shall have any responsibility or liability for:
(x) public information or any representation; or (y) any additional
information that has otherwise been made available to such Placee, whether at
the date of publication, the date of this Announcement or otherwise; and (ii)
neither the Sole Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
10. it may not rely on any investigation that the Sole
Bookrunner, any of its Affiliates, any of or its or their respective
Representatives or any person acting on behalf of any of them may or may not
have conducted with respect to the Company and its Affiliates or the Placing
and the Sole Bookrunner has not made any representation or warranty to it,
express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to subscribe for the Placing Shares.
It acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the Sole Bookrunner, any of its Affiliates, any of or its
or their respective Representatives or any person acting on behalf of any of
them for the purposes of this Placing;
11. (i) the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services); (ii) it is
not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability; and (iii) the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary receipts or
to issue or transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company,
the Sole Bookrunner, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any Restricted Territory;
13. (i) it (and any person acting on its behalf) is entitled
to subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid or will pay any issue,
transfer or other taxes due in connection with its participation in any
territory; (iii) it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities; (iv) it has not taken any action or omitted to take any action
which will or may result in the Sole Bookrunner, the Company, any of their
respective Affiliates, any of its or their respective Representatives or any
person acting on behalf of any of them acting in breach of the legal and/or
regulatory requirements and/or any anti-money laundering requirements of any
jurisdiction in connection with the Placing; and (v) the subscription for the
Placing Shares by it or any person acting on its behalf will be in compliance
with applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
14. it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017, the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity, the Sole Bookrunner has not received such
satisfactory evidence, the Sole Bookrunner may, in its absolute discretion,
terminate the Placee's Placing participation in which event all funds
delivered by the Placee to the Sole Bookrunner will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;
16. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to the Sole Bookrunner
and the Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person);
17. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
18. it understands that any investment or investment
activity to which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and further
understands that this Announcement must not be acted on or relied on by
persons who are not Relevant Persons;
19. if it is in a member state of the EEA, it is a Qualified
Investor;
20. if it is in the United Kingdom, it is a UK Qualified
Investor;
21. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
22. the Placing Shares are being offered and sold on behalf
of the Company outside the United States in "offshore transactions" as defined
in and pursuant to Regulation S;
23. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in and pursuant to Regulation S;
24. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing in or into the United States or any
other Restricted Territory (including electronic copies thereof) to any person
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
25. if it is in Australia, it is a "sophisticated investor"
or a "professional investor" within the meaning of sections 708(8) and (11) of
the Corporations Act and it understands and acknowledges that, for a period of
12 months from the date of this Announcement, no transfer of any interest in
the Placing Shares may be made to any person in Australia except to
"sophisticated investors" or "professional investors" or otherwise in
accordance with section 707(3) of the Corporations Act;
26. where it is subscribing for the Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account and it has full
power to make the acknowledgements, representations and agreements herein on
behalf of each such account;
27. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
28. if it is acting as a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1)
of the UK Prospectus Regulation (as applicable), the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to persons in circumstances which may give rise to an offer of
securities to the public other than an offer or sale in a member state of the
EEA other than to Qualified Investors, or persons in the United Kingdom other
than to UK Qualified Investors or in circumstances in which the prior consent
of the Sole Bookrunner has been given to each such proposed offer or resale;
29. any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
30. any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and that it has
not offered or sold and will not offer or sell any Placing Shares to persons
in the United Kingdom prior to the expiry of a period of six months from
Admission except to UK Qualified Investors or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of the UK Prospectus Regulation and section
85(1) of the Financial Services and Markets Act 2000 (the "FSMA");
31. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to the Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and agrees that this Announcement has not been approved by
the Sole Bookrunner or any other person in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a financial promotion
by an authorised person;
32. it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to anything done
by it in relation to the Placing Shares in respect of anything done in, from
or otherwise involving, the United Kingdom;
33. if it has received any "inside information" as defined
in the UK Market Abuse Regulation about the Company in advance of the Placing,
it has not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly available;
34. (i) it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares it has agreed to subscribe for
and will make payment for the Placing Shares allocated to it in accordance
with these Terms and Conditions on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the Sole Bookrunner
(or its assignee) may in its discretion determine and without liability to
such Placee. It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any Transfer Taxes due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;
35. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Sole Bookrunner or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
36. neither the Sole Bookrunner nor any of its Affiliates
nor any of its or their respective Representatives nor any person acting on
behalf of any of them, is making any recommendations to it or advising it
regarding the suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Sole Bookrunner and the
Sole Bookrunner does not have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of the Sole
Bookrunner's rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
37. the exercise by the Sole Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Sole Bookrunner and the Sole Bookrunner need not have any reference to
any Placee and shall have no liability to any Placee whatsoever in connection
with any decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Sole Bookrunner, the Company
or any of their respective Affiliates under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999, as amended, or otherwise;
38. the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may
be. Neither the Sole Bookrunner nor the Company nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar duties or taxes (together with
any interest, fines or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company, the Sole Bookrunner, their respective Affiliates,
its and their respective Representatives and any person acting on behalf of
any of them in respect of the same on an after-tax basis;
39. the Placing Shares will be allotted to the CREST stock
account of the Sole Bookrunner who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
40. these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any non-contractual
obligations arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England and Wales and
it subjects (on behalf of itself and on behalf of any person on whose behalf
it is acting) to the exclusive jurisdiction of the English courts as regards
any claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Sole Bookrunner or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
41. each of the Company, the Sole Bookrunner, their
respective Affiliates, its and their respective Representatives and others
will rely upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and which are
given to the Sole Bookrunner on its own behalf and on behalf of the Company
and are irrevocable;
42. it will indemnify on an after-tax-basis and hold the
Company, the Sole Bookrunner, their respective Affiliates, its and their
respective Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
43. it irrevocably appoints any director or authorised
signatory of the Sole Bookrunner as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
44. its commitment to subscribe for Placing Shares on the
terms set out in this Appendix and in the electronic contract note/trade
confirmation will continue notwithstanding any amendment that may in future be
made to these Terms and Conditions and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Sole Bookrunner's conduct of the Placing;
45. in making any decision to subscribe for the Placing
Shares: (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of a similar nature to the Ordinary
Shares and in the sector in which the Company operates and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied solely on its own investigation, examination,
due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Sole Bookrunner; (iv)
it has had sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency and other
economic and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to enable it
to make an informed and intelligent decision with respect to making an
investment in the Placing Shares; (v) it is aware and understands that an
investment in the Placing Share involves a considerable degree of risk; and
(vi) it will not look to the Sole Bookrunner, any of its Affiliates, any of
its or their respective Representatives or any person acting behalf of any of
them for all or part of any such loss or losses it or they may suffer;
46. neither the Company nor the Sole Bookrunner owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement or these Terms and Conditions;
47. in connection with the Placing, the Sole Bookrunner and
any of its Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or sell for
its own account such shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to the Sole Bookrunner or any of its Affiliates acting
in such capacity. In addition, the Sole Bookrunner or any of its Affiliates
may enter into financing arrangements and swaps with investors in connection
with which the Sole Bookrunner or any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares. Neither the Sole Bookrunner nor any of its Affiliates intends
to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so; and
48. a communication that the Placing or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Placing and securities will be
fully distributed by the Sole Bookrunner. The Sole Bookrunner reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion, among other things, to take
account of the Company's objectives, UK MiFIR and UK MiFID II requirements
and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
the Sole Bookrunner (for their own benefit and, where relevant, the benefit of
their respective Affiliates and its and their respective Representatives and
any person acting on behalf of any of them) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor the Sole Bookrunner
will be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Company nor
the Sole Bookrunner nor any of their respective Affiliates nor any of its or
their respective Representatives nor any person acting on behalf of any of
them is liable to bear any Transfer Taxes that arise: (i) if there are any
such arrangements (or if any such arrangements arise subsequent to the
subscription by Placees of Placing Shares); (ii) on a sale of Placing Shares;
or (iii) otherwise than under the laws of the United Kingdom. Each Placee to
whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such Transfer
Taxes undertakes to pay such Transfer Taxes forthwith, and agrees to indemnify
on an after-tax basis and hold the Sole Bookrunner and/or the Company (as the
case may be) and their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them harmless from
any such Transfer Taxes, and all interest, fines or penalties in relation to
such Transfer Taxes. Each Placee should, therefore, take its own advice as to
whether any such Transfer Tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Sole Bookrunner, their respective Affiliates or its or
their respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Sole Bookrunner and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that the Sole Bookrunner
is receiving a fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Sole Bookrunner any money held in an account with the Sole Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the rules and regulations of
the FCA made under the FSMA. The Placee acknowledges that the money will not
be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Sole Bookrunner's
money in accordance with the client money rules and will be used by the Sole
Bookrunner in the course of its own business; and the Placee will rank only as
a general creditor of the Sole Bookrunner.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.
All times and dates in this Announcement may be subject to amendment by the
Company and the Sole Bookrunner (in their absolute discretion). The Sole
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Sole Bookrunner and the Company under the terms
and conditions set out in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Sole Bookrunner.
Each Placee may be asked to disclose, in writing or orally to the Sole
Bookrunner: (a) if they are an individual, their nationality; or (b) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the New Ordinary Shares to trading on AIM;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the rules published by the London Stock Exchange entitled "AIM Rules for
Companies" in force from time to time;
"Announcement" means this announcement (including its Appendices);
"Bookbuild" means the bookbuilding process to be commenced by the Sole Bookrunner to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the Terms and Conditions and the Placing
Agreement;
"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
"Company" means Andrada Mining Limited;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"Corporations Act" means the Australian Corporations Act 2001 (Cth);
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"EU Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all permitted distribution
channels;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"Exchange Information" has the meaning given to it in Appendix 1 to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Fundraising" means the Placing and the Subscription;
"Group" means the Company and its subsidiary undertakings;
"Issue Price" means 3 pence per New Ordinary Share;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 11 July 2025;
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance requirements of (a) MiFID II; (b) Articles 9
"New Ordinary Shares" means the Placing Shares and the Subscription Shares;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended;
"Ordinary Share" means an ordinary share of no par value in the capital of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing to take place by way of the Bookbuild for which the Sole
Bookrunner has been appointed a sole bookrunner;
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing on a Regulatory Information Service;
"Placing Shares" means the new Ordinary Shares to be subscribed for by the Placees under the
Placing;
"PRA" means the UK Prudential Regulation Authority;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" has the meaning given to it in Appendix 1 to this Announcement;
"Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA's list
of Registered Information Services;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan, South Africa or any other
jurisdiction in which the release, publication or distribution of this
Announcement and/or an offer to issue or sell, or the solicitation of any
offer to acquire, purchase or subscribe for, the Placing Shares is unlawful;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Sole Bookrunner" means H&P Advisory Limited;
"Subscription" means the subscription for New Ordinary Shares at the Issue Price directly
from the Company;
"Subscription Letter" means the subscription letter entered into by Talent10 Proprietary Limited
today relating to the Subscription;
"Subscription Shares" means the new Ordinary Shares subscribed for pursuant to the Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Transfer Taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
"TPM" Tonnes per month
"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
"UK Market Abuse Regulation" means assimilated Regulation (EU) 596/2014 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK MiFID II" means assimilated EU Directive 2014/65/EU as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK MiFIR" means assimilated Regulation (EU) 600/2014 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK Product Governance Rules" means the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook;
"UK Prospectus Regulation" means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order;
"UK Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in Chapter 3
of COBS; and (ii) eligible for distribution through all permitted distribution
channels;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom from time to time.
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