REG - Anglesey Mining PLC - Proposed Placing and Subscription
16/05/2022 17:15
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RNS Number : 6762L Anglesey Mining PLC 16 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
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.
16 May 2022
Anglesey Mining Plc
("Anglesey Mining", the "Company" or the "Group") (AIM:AYM)
Proposed Placing and Subscription to raise approximately £865,000
Restructuring of Existing Juno Facility
Anglesey Mining Plc (AIM:AYM) is pleased to announce its intention to raise
gross proceeds of approximately £865,000 by means of a proposed placing (the
"Placing") of new ordinary shares of £0.01 ("Ordinary Shares") each in the
capital of the Company (the "Placing Shares") to certain institutional and
other investors, as well as a proposed subscription by certain directors of
the Company ("Subscription") for further new Ordinary Shares ("Subscription
Shares"), each at a price of 3.4 pence per share (the "Issue Price").
The Issue Price represents a discount of approximately 3.1 per cent. to the
Closing Price of 3.51 pence per Ordinary Share on 13 May 2022, being the
latest practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild (the
"Bookbuild") process which will commence immediately following this
Announcement and will be subject to the terms and conditions set out in the
Appendix to this Announcement.
The Placing and Subscription (together, the "Fundraising") is conditional only
on admission of the Fundraising Shares to trading on AIM.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares to be issued pursuant to the Placing and Subscription Shares
pursuant to the Subscription is expected to be made in due course.
WH Ireland Limited ("WH Ireland") and Canaccord Genuity Limited ("Canaccord
Genuity") are acting as joint bookrunners in relation to the Placing.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms at the end of the Appendix to this
Announcement, unless the context requires otherwise.
Fundraising Highlights
· Placing and Subscription to raise approximately £865,000 (before
expenses) from certain existing shareholders and other institutional
investors.
· Placing to be conducted via an accelerated bookbuild process
launching today.
· Issue Price of 3.4 pence per share represents a discount of 3.1 per
cent. to the closing mid-market price of the Company's existing ordinary
shares on 13 May 2022, being the latest practicable business day prior to the
publication of this Announcement.
· The net proceeds of the Placing and Subscription will be applied to
advancing the Parys Mountain Cu-Zn-Pb-Ag-Au project through additional
technical studies, restructuring the Company's working capital facility with
Juno and for general working capital purposes.
Reasons for the Placing and Subscription, Use of Proceeds and Transaction
Summary
The Company is undertaking the Fundraising to progress its corporate and
operational strategy and the net proceeds will therefore be applied towards:
· Advancing Parys Mountain Cu-Zn-Pb-Ag-Au mine to an investment
decision
· Partial cash repayment of debt to Juno, Anglesey's largest
shareholder
· General working capital purposes
Juno debt restructure
· Partial repayment and restructure of previous working capital
facility
· The original working capital facility with Anglesey's largest
shareholder, Juno, which is currently drawn to £4.0 million, has been
restructured under the following terms:
o Conversion of debt for equity by way of direct subscription of
Capitalisation Shares alongside the Placing and Subscription capped at
pro-rata ownership level
o Cash repayments will be made equivalent to up to 10 per cent. of funds
received from Placing
o Reduction of interest on the outstanding principal from 10 per cent. to 5
per cent.
· As a result of the announced Placing and Subscription, debt
restructure, direct subscription and initial repayment, the debt due to Juno
will be reduced from £4.0 million to £3.7 million
· Subsequent to completion of the Placing and Subscription and the Juno
restructure, Juno's shareholding in Anglesey is expected to be c.22.95 per
cent.
The Placing and Subscription
The Company intends to raise gross proceeds of up to £865,000 (before
expenses), from participants in the Placing and Subscription.
WH Ireland and Canaccord Genuity are acting as Joint Bookrunners ("Joint
Bookrunners") in connection with the Placing. The Placing Shares are being
offered by way of an accelerated bookbuild (the "Bookbuild"), which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in the Appendix to this Announcement.
Admission of the New Ordinary Shares is conditional, inter alia, upon the
placing agreement dated 16 May 2022 between the Company and the Joint
Bookrunners (the "Placing Agreement") not having been terminated and becoming
unconditional in respect of such shares.
The Placing is also conditional upon, amongst other things:
· admission of the Placing Shares becoming effective by no later than
8.00 a.m. on 20 May 2022 (or such later time and / or date as the Company and
the Joint Bookrunners shall agree, not being later than 24 June 2022);
• the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
• the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to admission of the Placing Shares;
· the Juno Debt Restructuring agreements having been entered into and
becoming unconditional in accordance with their respective terms and
• the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing
Shares to be issued at the Issue Price are to be determined at the discretion
of the Company and the Joint Bookrunners.
Admission to trading
Application has been made to the London Stock Exchange for admission of the
New Ordinary Shares to trading on AIM. It is expected that admission will
become effective and dealings in the New Ordinary Shares will commence at 8.00
a.m. on or around 20 May 2022.
The New Ordinary Shares will be issued fully paid and will rank pari
passu in all respects with the Company's existing Ordinary Shares.
A further announcement will be made following the closure of the Bookbuild,
confirming final details of the Placing, the Subscription and the
Capitalisation Shares.
Neither the Placing nor the Subscription is being underwritten and the Placing
and Subscription are not conditional on a minimum amount being raised.
The person responsible for arranging for the release of this announcement on
behalf of Anglesey is Danesh Varma.
For further information on the Company, please visit www.angleseymining.co.uk
(http://www.angleseymining.co.uk) or contact:
Enquiries:
Anglesey Mining
Plc
www.angleseymining.co.uk
John Kearney,
Chairman
Tel: +1 647 728 4106
Jo Battershill, Chief
Executive
Tel: +44 (0)
7540 366000
Davy (Nominated Adviser & Joint Broker)
John
Frain
Tel: +353 1 679
6363
Lauren O'Sullivan
WH Ireland Limited (Joint Bookrunner)
Harry Ansell / Daniel
Bristowe
Tel: +44 (0) 207 220 1666
Katy Mitchell / Ben Good
Canaccord Genuity Limited (Joint Broker and Joint Bookrunner)
James
Asensio
Tel: +44 (0) 20
7523 8000
Harry Rees
Scout Advisory Limited (Investor Relations)
Sean
Wade
Tel: +44 (0)
7464 609025
Note:
All time references in this document are to London, UK time.
These dates are given on the basis of the Board's current expectations, are
indicative only and are subject to change. If any of the above times and/or
dates change, the revised times and/or dates will be notified to Shareholders
by announcement through a Regulatory Information Service.
Shareholders may not use any electronic address provided in this document or
any related documents to communicate with the Company for any purpose other
than those expressly stated.
FURTHER DETAILS OF THE PROPOSED PLACING
Further details of the Placing and Subscription
Pursuant to the Placing Agreement, the Joint Bookrunners, as agents for the
Company, have conditionally agreed to use their respective reasonable
endeavours to procure subscribers at the Issue Price for the Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing Shares with
certain institutional and other investors at the Issue Price.
In addition to the Placing, John F Kearney and Jo Battershill, Chairman and
Chief Executive Officer of the Company, respectively, have also indicated
their intention to participate in the Fundraising at the Issue Price.
The Company intends to raise gross proceeds of approximately £865,000
pursuant to the Placing and Subscription. The Placing Shares and Subscription
Shares are expected to be admitted to trading on AIM on or around 20 May 2022
(or such later date and / or time as the Joint Bookrunners and the Company may
agree, being no later than 8.00 a.m. on 24 June 2022).
Admission of the Placing Shares and Subscription Shares is conditional, inter
alia, upon the Placing Agreement not having been terminated and becoming
unconditional in respect of such shares.
The Joint Bookrunners (acting in good faith) have the right to terminate the
Placing Agreement in certain circumstances prior to Admission, including (but
not limited to): in the event that there is a breach of any of the warranties
set out in the Placing Agreement or there is a Material Adverse Change in the
opinion of the Joint Bookrunners (acting in good faith). The Joint Bookrunners
may also terminate the Placing Agreement if there has been a change in certain
international financial markets, a suspension of trading on certain stock
exchanges or a material disruption in commercial banking or securities
settlement or clearance which, in the opinion of the Joint Bookrunners (acting
in good faith), would materially prejudice the Placing or Admission or makes
it impractical or inadvisable to proceed with the Placing. If this termination
right is exercised or if the conditionality in the Placing Agreement is not
satisfied, the Placing will not proceed.
Neither the Placing nor Subscription is being underwritten. The Placing and
Subscription are not conditional on a minimum amount being raised.
New Ordinary Shares
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares in issue, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
Application has been made to London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00 a.m. on 20 May
2022 and that dealings in the New Ordinary Shares on AIM will commence at the
same time.
IMPORTANT INFORMATION
The distribution of this announcement, including its Appendix (together, the
"Announcement") and the offering of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or either of the Joint Bookrunners that would permit an offering of
such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe such restrictions. In particular, the
Announcement is not for publication, release, transmission distribution or
forwarding, in whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa, New Zealand or any other
jurisdiction in which publication, release or distribution would be unlawful.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United States,
Australia, Canada, Japan, South Africa, New Zealand or any other state or
jurisdiction. This Announcement has not been approved by the London Stock
Exchange. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Placing Shares have not been approved, disapproved or recommended
by the U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the United States,
Australia, Canada, Japan, South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States, Australia, Canada,
Japan or the Republic of South Africa.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation (Regulation (EU)
2017/1129) ("Prospectus Regulation") or the Prospectus Regulation as it forms
part of domestic UK law pursuant to the EUWA ("UK Prospectus Regulation") and
other enacting measures (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation or UK Prospectus Regulation) to be published. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed only at persons who are: (a) persons in Member
States who are Qualified Investors (as defined in Article 2(E) of the
Prospectus Regulation); and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated; (all such persons together being referred
to as "Relevant Persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise investments held by
the Group; conditions in the public markets; the market position of the Group;
the earnings, financial position, cash flows, return on capital and operating
margins of the Group; the anticipated investments and capital expenditures of
the Group; changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; and general economic conditions.
These and other factors could adversely affect the outcome and financial
effects of the plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. Subject to any requirement under the AIM Rules or other applicable
legislation or regulation, neither the Company nor any of the Joint
Bookrunners undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement or incorporated by reference into this
Announcement is intended to constitute a profit forecast or profit estimate
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for the Company.
This Announcement contains information regarding the Company's business and
the markets in which it operates and competes, which the Company has obtained
from various third party sources. Where information has been sourced from a
third party it has been accurately reproduced and, so far as the Company is
aware and is able to ascertain from the information published by that third
party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Such information has not been audited or
independently verified.
Certain data in this Announcement, including financial, statistical and
operating information, has been rounded.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 either of the Joint Bookrunners or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as nominated adviser to the Company and no
one else in connection with the matters described in this Announcement and
will not be responsible to any person for providing the protections afforded
to customers of Davy or for advising any other person in connection with any
matter referred to herein. The responsibilities of Davy as the Company's
nominated adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the capital of
the Company in reliance on any part of this Announcement, or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is a member of the
London Stock Exchange, is authorised and regulated in the United Kingdom by
the Financial Conduct Authority and is acting as joint broker and joint
bookrunner in connection with the Placing. WH Ireland Limited ("WH
Ireland") which is a member of the London Stock Exchange, is authorised and
regulated in the United Kingdom by the Financial Conduct Authority and is
acting as joint broker and bookrunner in connection with the Placing. Each
of Canaccord Genuity and WH Ireland are acting exclusively for the Company in
connection with the matters referred to in this Announcement and for no-one
else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for
providing any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or
this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective subscribers of the
Placing Shares should conduct their own due diligence on the Placing Shares.
If you do not understand the contents of this Announcement you should consult
an authorised financial adviser.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement is released by the Company and contains inside information
for the purposes of MAR, encompassing information relating to the Proposals
and is disclosed in accordance with the Company's obligations under MAR. The
release of this Announcement has been authorised on behalf of the Company by
Danesh Varma.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of 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 "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 Joint
Bookrunners 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 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
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT
BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS
PART OF UK DOMESTIC LAW ("U.K. PROSPECTUS REGULATION") BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") AND OTHER
IMPLEMENTING MEASURES (SUCH PERSONS IN (I) AND (II) BEING "QUALIFIED
INVESTORS"); (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE
REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING
SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER
THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS
BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY
NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
No action has been taken by the Company, Canaccord Genuity Limited ("Canaccord
Genuity"), WH Ireland ("WH Ireland") or any of its respective affiliates,
agents, directors, officers or employees that 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.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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"), including its enactment under UK domestic law by virtue
of the EUWA ("UK MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID and UK MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties (each as defined in MiFID
II); and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (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.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II and UK 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.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this Appendix
or this Announcement of which it forms part should seek appropriate advice
before taking any action.
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 Canaccord Genuity or WH Ireland or any of their respective affiliates,
agents, directors, officers, consultants, partners or employees as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
These terms and conditions apply to persons acquiring Placing Shares pursuant
to the Placing. Each Placee hereby agrees with the Joint Bookrunners and the
Company to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued or acquired. A Placee
shall, without limitation, become so bound if the Joint Bookrunners confirms
to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe
for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company entered into a Placing Agreement earlier
today, under which the Joint Bookrunners have, on the terms and subject to the
conditions set out therein, undertaken to use their reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price. It is
anticipated that the Placing and Subscription will together raise
approximately £865,000 in gross proceeds. Neither the Placing nor the
Subscription is being underwritten by the Joint Bookrunners or any other
person.
The Placing Shares are expected to be issued on or around 20 May 2022 (or such
later date as the Company and the Joint Bookrunners may agree, being not later
than 8.00 a.m. on 24 June 2022). The issue of The Placing Shares will, when
issued, be subject to the articles of association of the Company, will 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 (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade under AYM with ISIN GB0000320472.
Application for admission to trading of the New Ordinary Shares
Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission of the Placing Shares is expected
to become effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 20 May 2022 alongside the other New Ordinary Shares to
be issued pursuant to the Proposals (the "Admission"). In any event, the
latest date for Admission is 24 June 2022 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Joint Bookrunners are arranging the
Placing as agent for, and joint brokers of, the Company. The Joint Bookrunners
are regulated by the FCA, are acting exclusively for the Company and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to the customers of the Joint Bookrunners or for
providing advice in relation to the matters described in this Announcement.
2. The number of Placing Shares to be issued at
the Issue Price under the Placing will be agreed between the Joint Bookrunners
and the Company.
3. Participation in the Placing is only
available to persons who are lawfully able to be, and have been, invited to
participate by the Joint Bookrunners. The Joint Bookrunners are entitled to
participate in the Placing as principal.
4. The Placing will be effected by way of an
accelerated bookbuild to institutional investors which will be launched
immediately following this Announcement ("Bookbuild"). The final number of
Placing Shares to be placed at the Issue Price will be agreed by Canaccord
Genuity, WH Ireland and the Company. The Issue Price is payable to Canaccord
Genuity or WH Ireland, as applicable, by all Placees (each as agent of the
Company). Each Placee's allocation has been or will be confirmed to Placees
orally, or in writing (which can include email), by the Joint Bookrunners and
a trade confirmation or contract note has been or will be dispatched as soon
as possible thereafter. The Joint Bookrunners oral or written confirmation
will give rise to an irrevocable, legally binding commitment by that person
(who at that point becomes a Placee), in favour of the Joint Bookrunners and
the Company, under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Issue Price and otherwise on the terms
and subject to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with the Joint Bookrunners'
consent, such commitment will not be capable of variation or revocation.
5. As noted above, each Placee's allocation
will, unless otherwise agreed between the Placee and the Joint Bookrunners, be
evidenced by a trade confirmation or contract note issued to each such Placee
by the Joint Bookrunners. The terms and conditions of this Announcement
(including this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be legally
binding on the Placee on behalf of which it is made and except with the Joint
Bookrunners consent will not be capable of variation or revocation from the
time at which it is issued.
6. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners (as agent
for the Company), to pay to the Joint Bookrunners (or as the Joint Bookrunners
may direct) in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
7. Except as required by law or regulation, no
press release or other announcement will be made by the Joint Bookrunners 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.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations of the Joint Bookrunners
under the Placing will be subject to fulfilment of the conditions referred to
below "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".
10. By participating in the Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
11. To the fullest extent permissible by law and the
applicable rules of the FCA, neither the Joint Bookrunners nor any of their
Affiliates shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the Placing Shares
to the Placees and the Joint Bookrunners and their Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil those
obligations. In particular, neither the Joint Bookrunners nor any of their
Affiliates shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners conduct of the
Placing.
Conditions of the Placing
The Joint Bookrunners obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a
Regulatory Information Service by no later than 5.30 p.m. on 16 May 2022 or
such later time and/or date agreed between the Company and the Joint
Bookrunners;
2. the release of an announcement in relation to
the results of the Placing to a Regulatory Information Service by no later
than 3.00 p.m. on 17 May 2022;
3. the delivery by the Company to the Joint
Bookrunners of certain documents required under the Placing Agreement;
4. the Company having performed its obligations
under the Placing Agreement to the extent that fall to be performed prior to
Admission;
5. the entry into the Juno Investment Agreement
by its parties, it not having been terminated or varied or amended in any
material respect and it having become unconditional in accordance with its
terms;
6. none of the warranties given in the Placing
Agreement being untrue or inaccurate or misleading in any respect at the date
of the Placing Agreement and at the time of Admission as though they had been
given and made on such dates by reference to the facts and circumstances then
subsisting and no matter having arisen which might reasonably be expected to
five rise to an indemnity claim under the Placing agreement, in each case in
the opinion of the Joint Bookrunners; and
7. the Placing Agreement not having been
terminated by the Joint Bookrunners on or prior to Admission;
8. Admission becoming effective on or before 20
May 2022 or such later time as may be agreed between the Company and the Joint
Bookrunners, not being later than 8.00 am on the Long Stop Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners by the respective time or date where specified (or such
later time or date as the Joint Bookrunners may notify to the Company (being
not later than the Long Stop Date)) or (ii) any of such conditions becomes
incapable of being fulfilled, the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the condition relating to
Admission taking place by the Long Stop Date may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement or its Appendix.
Neither the Joint Bookrunners, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
they may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing nor for any decision they
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled to terminate the Placing Agreement at any
time prior to Admission by giving notice to the Company in certain
circumstances, including, inter alia:
1. the Company, in the opinion of either Bank,
has failed to comply with any of its material obligations under the Placing
Agreement or it has materially breached the Placing Agreement;
2. any of the warranties contained in the
Placing Agreement was, when given, untrue, inaccurate or misleading in any
respect or if any of them has ceased to be true, accurate and not misleading;
3. any statement contained in the Placing
Documents (as defined in the Placing Agreement) has become or been discovered
to be untrue, inaccurate in any material respect or misleading or that there
has been a material omission therefrom;
4. there has occurred, in either Joint
Bookrunner's opinion, acting in good faith, a Material Adverse Change; or
5. if there is: (a) any change, or development
involving a prospective change, in national or international, military,
diplomatic, monetary, economic, political, financial, industrial or market
conditions or exchange rates or exchange controls, or any incident of
terrorism or outbreak or escalation of hostilities or any declaration by the
UK of a national emergency or war or any other calamity or crisis; or (b) a
suspension of trading in securities generally on the London Stock Exchange or
New York Stock Exchange; or (c) an event or omission has occurred which, in
each case, either Bank, acting in good faith, is of the opinion this it would
or would be reasonably likely to materially prejudice the Placing or Admission
in general, or would or would be reasonably likely to make it impracticable or
inadvisable to proceed with the Placing and Admission in general.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that the Joint Bookrunners need not make any reference to Placees in this
regard and that neither the Joint Bookrunners nor any of their respective
Affiliates shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Admission Document Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any
equivalent document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved by the FCA
or the London Stock Exchange in relation to the Placing or the Placing Shares,
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or which it has otherwise
announced by means of a Regulatory Information Service ("Publicly Available
Information"). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information/Publicly Available
Information), representation, warranty, or statement made by or on behalf of
the Company or the Joint Bookrunners or any other person and neither the Joint
Bookrunners, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the Joint
Bookrunners, the Company or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor the Joint
Bookrunners are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation or electronic confirmation by Canaccord Genuity or WH
Ireland, as appliable, as soon as reasonably possible after the closing of the
Bookbuild which will confirm the number of Placing Shares allocated to them,
the Issue Price, the aggregate amount owed by them to Canaccord Genuity or WH
Ireland (each as agent of the Company) and the relevant settlement
instructions.
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. Each
Placee will be deemed to agree that it will do all things necessary to ensure
that delivery and payment is completed as directed by the Joint Bookrunners in
accordance with the standing CREST settlement instructions which they have in
place with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN: GB0000320472)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain
exceptions, the Joint Bookrunners reserves the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 20 May 2022
unless otherwise notified by the Joint Bookrunners and Admission is expected
to occur by 20 May 2022 or such later time as may be agreed between the
Company and the Joint Bookrunners, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Bookrunners on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Joint
Bookrunners such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully takes in pursuance of such sale. Legal and/or beneficial title in and
to any Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Joint
Bookrunners nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Joint Bookrunners (for itself and on behalf of the Company):
1. that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;
2. that the shares in the capital of the Company
are admitted to trading on AIM, and the Company is therefore required to
publish certain business and financial information in accordance with the AIM
Rules for Companies 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 that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company without
undue difficulty;
3. that its obligations are irrevocable and
legally binding and shall not be capable of rescission or termination by it in
any circumstances;
4. that the exercise by the Joint Bookrunners of
any right or discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and the Joint Bookrunners need
not have any reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against the Joint Bookrunners or the
Company, or any of their respective officers, directors or employees, under
the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
5. that these terms and conditions represent the
whole and only agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the Placing, is
not relying on any information or representation or warranty in relation to
the Company or any of its subsidiaries or any of the Placing Shares other than
as contained in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, the Joint Bookrunners nor any of their
respective officers, directors or employees will have any liability for any
such other information, representation or warranty, express or implied;
6. that in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in the
Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any Member State
of the European Economic Area which has implemented the Prospectus Regulation
other than Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners have been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the United
Kingdom or any member state of the EEA other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
7. that neither it nor, as the case may be, its
clients expect the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
the Joint Bookrunners are not acting for it or its clients, and that the Joint
Bookrunners will not be responsible for providing the protections afforded to
customers of the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
8. that it has made its own assessment of the
Placing Shares and has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing and neither the Joint Bookrunners or the Company nor any of their
respective Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company or any other person
other than the information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the Company or any of
their respective Affiliates, agents, directors, officers or employees or any
person acting on behalf of any of them to provide it with any such
information;
9. that the only information on which it is
entitled to rely on and on which it has relied in committing to subscribe for
the Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it has made
its own assessment of the Company, the Placing Shares and the terms of the
Placing based on this Announcement and the Publicly Available Information;
10. that neither the Joint Bookrunners or the Company
nor any of their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the Publicly
Available Information;
11. that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;
12. that, unless specifically agreed with the Joint
Bookrunners, it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States and it will not reoffer, resell, pledge or otherwise
transfer the Placing Shares except pursuant to an exemption from the
registration requirements of the Securities Act and otherwise in accordance
with any applicable securities laws of any state or jurisdiction of the United
States;
13. that it is not a national or resident of Canada,
Australia, the Republic of Ireland, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws of Canada,
Australia, the Republic of Ireland, the Republic of South Africa or Japan and
that it will not offer, sell, renounce, transfer or deliver, directly or
indirectly, any of the Placing Shares in Canada, Australia, the Republic of
Ireland, the Republic of South Africa or Japan or to or for the benefit of any
person resident in Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and each Placee acknowledges that the relevant
exemptions are not being obtained from the Securities Commission of any
province of Canada, that no document has been or will be lodged with, filed
with or registered by the Australian Securities and Investments Commission or
Japanese Ministry of Finance and that the Placing Shares are not being offered
for sale and may not be, directly or indirectly, offered, sold, transferred or
delivered in or into Canada, Australia, the Republic of Ireland, the
Republic South Africa or Japan;
14. that, if it is in Australia, it represents and
warrants that it is a person who is a "wholesale client" within the meaning of
sections 761G and 761GA of the Corporations Act 2001 (Cth) (the "Corporations
Act") who is also a professional investor or sophisticated investor (as those
terms are used in section 708 of the Corporations Act) or other person
specified in section 708 of the Corporations Act who does not need to be given
a prospectus or other disclosure document under Chapter 6D or Chapter 7 of the
Corporations Act to lawfully receive an offer to subscribe for or acquire
shares in the Company;
15. that it does not have a registered address in, and
is not a citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is not acting
on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise transmit,
any presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States;
17. that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Joint Bookrunners may in its discretion determine and without liability to
such Placee;
18. that it is entitled to subscribe for Placing
Shares under the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and other
consents which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will or may
result in the Company or the Joint Bookrunners or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing or its
acceptance;
19. that it understands that the Placing Shares have
not been, and will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except pursuant
to an effective 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 accordance with applicable state
securities laws; and no representation is being made as to the availability of
any exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
20. that it (and any account for which it is
purchasing) is not acquiring the Placing Shares with a view to any offer, sale
or distribution thereof within the meaning of the Securities Act;
21. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Proposals in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
22. that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
23. that where it is acquiring Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Joint Bookrunners;
24. that it is either: (a) a person of a kind
described in paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of Article 49
(high net worth companies, unincorporated associations, partnerships or trusts
or their respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be communicated
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
25. if it is within the United Kingdom, it is a
Qualified Investor as defined in Article 2(e) of the U.K. Prospectus
Regulation and if it is within a Relevant Member State, it is a Qualified
Investor as defined in Article 2(e) of the Prospectus Regulation;
26. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person;
27. that, unless otherwise agreed by the Joint
Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not with a view to
resale or distribution;
28. that any money held in an account with the Joint
Bookrunners (or its nominees) on its behalf and/or any person acting on its
behalf will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from the Joint Bookrunners
(or its nominee) money in accordance with such client money rules and will be
used by the Joint Bookrunners in the course of its own business and each
Placee will rank only as a general creditor of the Joint Bookrunners;
29. that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;
30. that it is not, and it is not acting on behalf of,
a person falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986;
31. that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission becomes
effective;
32. that it appoints irrevocably any director of the
Joint Bookrunners as its agent for the purpose of executing and delivering to
the Company and/or its registrars any document on its behalf necessary to
enable it to be registered as the holder of the Placing Shares;
33. that, as far as it is aware it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;
34. that this Announcement does not constitute a
securities recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular objectives,
financial situation and needs;
35. that it has sufficient knowledge, sophistication
and experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
36. neither Canaccord Genuity nor WH Ireland or any of
their respective affiliates, agents, directors, officers or employees or any
person acting on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and it will not be a client of either Bank and each Bank
does not have any duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
37. that it will indemnify and hold the Company and
the Joint Bookrunners and their respective Affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the Company and the Joint Bookrunners
will rely on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the foregoing is or
becomes no longer true or accurate, the Placee shall promptly notify the Joint
Bookrunners and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement (including
this Appendix) are given to the Joint Bookrunners for itself and on behalf of
the Company and will survive completion of the Placing and Admission;
38. that time shall be of the essence as regards
obligations pursuant to this Appendix;
39. that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or the
Joint Bookrunners to provide any legal, financial, tax or other advice to it;
40. that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
41. that (i) it has complied with its obligations
under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Bookrunners on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be subscribed
for by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the Joint Bookrunners may decide in its absolute
discretion;
42. that it will not make any offer to the public of
those Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation
Rules Instrument 2019 (FCA 2019/80);
43. that it will not distribute any document relating
to the Placing Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as to which
it has the authority to make the statements set out herein) for investment
purposes only and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer or grant a participation therein to
such person or any third person with respect of any Placing Shares; save that
if it is a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
44. that it acknowledges that these terms and
conditions and any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which its
assets are located or any of its securities have a quotation on a recognised
stock exchange;
45. that any documents sent to Placees will be sent at
the Placees' risk. They may be sent by post to such Placees at an address
notified to the Joint Bookrunners;
46. that the Joint Bookrunners owes no fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
47. that the Joint Bookrunners or any of its
respective Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
48. that no prospectus, admission document or other
offering document has been or will be prepared in connection with the Placing
and it has not received and will not receive a prospectus, admission document
or other offering document in connection with the Placing or the Placing
Shares; and
49. if it has received any inside information (for the
purposes of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law and, where applicable, the equivalent legislation in force
within the EEA) about the Company in advance of the Placing, it has not: (i)
dealt (or attempted to deal) in the securities of the Company or cancelled or
amended a dealing in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of the Company
or to cancel or amend an order concerning the Company's securities; or (iii)
unlawfully disclosed such information to any person, prior to the information
being made publicly available;
The Company, the Joint Bookrunners and their respective Affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to the Joint
Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
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 Joint Bookrunners or by any of their respective Affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time
Admission means the admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange, as
amended from time to time
Announcement means this announcement (including the Appendices which forms part of this
announcement)
Banks Canaccord Genuity and WH Ireland
Board the board of directors of the Company
Bookbuild the process under which Canaccord Genuity and WH Ireland, each on behalf of
the Company, will determine demand for participation in the Placing by Placees
on the terms described in this Announcement and the Placing Agreement
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Canaccord Genuity Canaccord Genuity Limited, the Company's joint bookrunner and joint broker in
relation to the Placing
Capitalisation Shares the 6,681,000 new Ordinary Shares expected to be issued pursuant to the Juno
Debt Restructuring
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in CREST)
Closing Price the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
Company or Anglesey Mining PLC Anglesey Mining PLC of Parys Mountain, Amlwch, Anglesey, LL68 9RE
CREST the relevant systems for the paperless settlement of trades in securities and
the holding of uncertificated securities operated by Euroclear in accordance
with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment or subordinate legislation which amends or supersedes those
regulations and (ii) any applicable rules made under those regulations for the
time being in force
Davy J&E Davy, trading as Davy including its affiliate Davy Corporate Finance,
nominated adviser to the Company
Directors the directors of the Company
Enlarged Issued Share Capital the Ordinary Shares in issue immediately following the issue and allotment of
the New Ordinary Shares
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 248,070,732 Ordinary Shares in issue as at the date of this Announcement
FCA the Financial Conduct Authority
Fundraising together the Placing and Subscription
Fundraising Shares together the Placing Shares and the Subscription Shares
FSMA the Financial Services and Markets Act 2000, as may be amended from time to
time
Group the Company, together with its subsidiaries and subsidiary undertakings
HMRC HM Revenue & Customs in the UK
ISIN International Securities Identification Number
Issue Price 3.4 pence per Ordinary Shares
Joint Bookrunners Canaccord Genuity and WH Ireland
Juno Juno Limited
Juno Debt Restructuring the proposed capitalisation of certain amounts outstanding to Juno Limited
under an existing working capital facility provided by it to the Company
through the issue of the Capitalisation Shares, which is expected to take
place concurrently with Admission
Juno Investment Agreement means the agreement, in the agreed terms, between the Company and Juno to be
entered into on or around the date of this Agreement in order, inter alia, to
amend the terms of the Working Capital Agreement and containing the terms on
which the Juno Debt Restructuring shall take place.
London Stock Exchange or LSE London Stock Exchange PLC
Long Stop Date 24 June 2022
Material Adverse Change any material adverse change in the business of the Group (financial, trading
position or prospects) that does not affect a similar business in the same
sector
MAR means the U.K. version of the Market Abuse Regulation (EU 2017/1129), which
forms part of the laws of England and Wales by virtue of the EUWA and certain
other enacting measures.
New Ordinary Shares the new Ordinary Shares to be issued pursuant to the Proposals comprising the
Placing Shares, the Subscription Shares, and the Capitalisation Shares
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placee any person or persons subscribing for Placing Shares pursuant to the Placing
Placing the conditional placing of the Placing Shares on the terms and subject to the
condition of the Placing Agreement and the terms and conditions contained in
the Appendix to this Announcement
Placing Agreement the Placing Agreement dated 16 May 2022 between the Company (1) Canaccord
Genuity (2) and WH Ireland (3) relating to the Placing
Placing Shares approximately 22,829,705 Ordinary Shares which are proposed to be placed in
accordance with the terms of the Placing
Proposals together the Fundraising, the Juno Debt Restructuring and the Grängesberg
Acquisition
Publicly Available Information any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Registrars or Receiving Agent Link Group
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription the proposed subscription by certain directors of the Company
Subscription Shares approximately 2,594,284 Ordinary Shares which are proposed to be subscribed
for under the Subscription
Terms and Conditions the terms and conditions in respect of the Placing set out in the Appendix of
this Announcement
uncertificated or in uncertificated form recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation the U.K. version of the Prospectus Regulation as implemented into U.K. law
pursuant to the EUWA and certain other enacting measures
United States or US the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
US Person has the meaning set out in Regulation S of the Securities Act
WH Ireland WH Ireland Limited, acting as the Company's joint bookrunner and joint broker
in relation to the Placing
Working Capital Facility Agreement the agreement dated 25 September 1996 between the Company and Juno Limited, as
subsequently amended and to be replaced pursuant to the Juno Investment
Agreement
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
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