REG-Anglesey Mining Plc: Result of Placing
16/05/2023 14:15
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A 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.
Anglesey Mining Plc
(“Anglesey Mining”, “Anglesey”, the “Company” or the “Group”)
(AIM:AYM)
Result of Placing
Anglesey Mining Plc (AIM:AYM) is pleased to announce that, further to its
announcement of 7 a.m. (London time) on 16 May 2023, it has successfully
completed and closed the Placing and Subscription.
The Placing and Subscription raised, in aggregate, gross proceeds of £1m. The
Placing comprises the placing of 64,999,993 Ordinary Shares (the “Placing
Shares”) with certain institutional and other investors at a price of 1.5
pence per share (the “Issue Price”), and the subscription comprised a
subscription of 1,666,666 Ordinary Shares (“Additional Subscription
Shares“) at a price of 1.5p, thereby raising £1m gross proceeds. The
Placing Shares and the Additional Subscription Shares were accompanied by one
Investor Warrant, to subscribe for one ordinary share at a price of 2.5 pence
for every two Placing or Subscription Shares subscribed for, as detailed in
the announcement of earlier today.
The Placing and Subscription are conditional only on Admission.
The net proceeds of the Placing and Subscription will be applied to commence
drilling of the Northern Copper Zone at the Parys Mountain
copper/zinc/lead/silver/gold mine on the island of Anglesey in Wales,
continuing to advance the permitting and Environmental Impact and Social
Assessment of the Parys Mountain mine, commence baseline studies for the
Grängesberg Iron Ore Mine in Sweden, and for general working capital
purposes.
Director Participation
Directors John Kearney (Chairman), Jonathan Battershill (CEO) and Namrata
Verma (Non-Executive Director) participated in the Placing and/or Subscription
as set out below.
Name Amount subscribed Shares Subscribed for in the Placing Holding of Existing Ordinary Shares Number of Ordinary Shares held post Admission of the Placing Shares (and the issue of the Salary Shares detailed below) % of Ordinary Share Capital held post Admission of the Placing Shares, Subscription Shares, Juno Subscription Shares and Salary Shares)
John Kearney £25,000 1,666,666 1,297,142 2,963,808 0.78%
Jonathan Battershill £20,000 1,333,333 3,884,830 8,551,496 2.25%
Namrata Verma £10,000 666,666 Nil 666,666 0.18%
Each of John Kearney, Jonathan Battershill and Namrata Verma participated on
the same terms as all other placees.
Juno Participation
In accordance with the terms of the restructured working capital facility with
Juno Limited announced on 16 May 2022, Juno Limited converted further debt to
equity by way of a direct subscription of Subscription Shares alongside the
Placing and Subscription capped at pro-rata ownership level. As a result of
the announced Placing and Subscription, the debt due to Juno will be reduced
from £3.74m to £3.52m. Juno Limited therefore subscribed for 14,589,149
Ordinary Shares (the “Juno Subscription Shares”) and received warrants
over 7,294,574 new Ordinary Shares at the same Placing Price and exercise
price as the other Placees. Subsequent to completion of the Placing and
Subscription and assuming no exercise of its Investor Warrants, Juno’s
shareholding in Anglesey is expected to be 79,194,397 Ordinary shares
representing c.20.9 per cent.
Related Party Transaction
As Juno Limited is a substantial shareholder in the Company, and Jonathan
Battershill, John Kearney and Namrata Verma are directors of the Company, this
transaction is considered to be a related party transaction under the AIM
Rules for Companies. The Directors of the Company, excluding those who are
participating in the Placing or the Subscription, having consulted with the
Company’s Nominated Adviser, J&E Davy, consider that the terms of the
transaction are fair and reasonable insofar as shareholders are concerned.
Shares in lieu of Directors’ fees.
In addition, the Company has today issued 3,333,333 Ordinary Shares (“New
Salary Shares”) to Jonathan Battershill, in lieu of his fees for the period
between August 2021 and December 2022. This is in accordance with the terms of
his contract. The associated calculations are set out below:
Name Fees in lieu of shares Conversion at the Placing Price (£) Number of New Salary Shares Issued Total Number of shares now held (including the Placing Shares set out above) % of Ordinary Share Capital held post Admission of the Placing Shares and New Salary Shares
Jonathan Battershill £50,000 £0.015 3,333,333 8,551,496 2.25%
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for admission of the
Placing Shares, the Additional Subscription Shares, the Juno Subscription
Shares and the New Salary Shares (being a total of 84,589,141 Ordinary Shares)
to trading on AIM. It is expected that admission will become effective and
dealings in the New Ordinary Shares commence on AIM at 8.00 a.m. on 22 May
2023 (or such later date as may be agreed between the Company and the
Bookrunner, but no later than 19 June 2023).
The New Ordinary Shares and New Salary Shares will be issued fully paid and
will rank pari passu in all respects with the Company's existing Ordinary
Shares.
Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 379,809,689 with voting rights. This figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Company's announcement made at
7.00 a.m. on 16 May 2023, unless the context requires otherwise.
Jonathan Battershill, CEO, comments: “The Board of Anglesey is very pleased
to have secured this funding to continue advancing the Company’s two key
assets at Parys Mountain and Grängesberg. The Northern Copper Zone at Parys
Mountain has the potential to be much larger than the current resource
estimate of 9.4Mt, which could lead to a larger production profile and a
longer mine life than implied in the Preliminary Economic Assessment released
in 2021. Concurrently with the drilling, the Company will continue progressing
the Environmental and Social Impact Assessment, which forms an integral part
of the planning consent and permitting process, which is well advanced. At
Grängesberg in Sweden, this funding will ensure the Company commences the
baseline studies required for the Environmental Impact Assessment that will be
required to support the future Environmental Permit Application.”
For further information on the Company, please visit www.angleseymining.co.uk
or contact:
Enquiries:
Anglesey Mining
Plc
www.angleseymining.co.uk
John Kearney,
Chairman
Tel: +1 416 362 6686
Jonathan Battershill, Chief
Executive
Tel: +44 (0) 7540 366000
Davy (Nominated Adviser & Joint Broker)
Brian
Garrahy
Tel: +353 1 679
6363
Daragh O’Reilly
WH Ireland Limited (Joint Broker & Bookrunner)
Harry
Ansell
Tel: +44 (0)
207 220 1666
Katy Mitchell
About Anglesey Mining Plc
Anglesey Mining is traded on the AIM market of the London Stock Exchange.
Anglesey is developing its 100% owned Parys Mountain Cu-Zn-Pb-Ag-Au deposit in
North Wales, UK with a reported resource of 5.3 million tonnes at over 4.0%
combined base metals in the Measured and Indicated categories and 10.8 million
tonnes at over 2.5% combined base metals in the Inferred category.
Anglesey also holds an almost 50% interest in the Grängesberg Iron project in
Sweden, together with management rights and a right of first refusal to
increase its interest to 100%. Anglesey also holds 12% of Labrador Iron
Mines Holdings Limited, which through its 52% owned subsidiaries, is engaged
in the exploration and development of direct shipping iron ore deposits in
Labrador and Quebec.
Notification And Public Disclosure Of Transactions By Persons Discharging
Managerial Responsibilities And Persons Closely Associated With Them
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: John Kearney
2. Reason for the notification
a) Position/status: Chairman
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name: Anglesey Mining Plc
b) LEI: 213800X8BO8EK2B4HQ71
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Identification code: Ordinary shares of 1 pence each
GB0000320472
b) Nature of the transaction: 1. Purchase of ordinary shares
2. Grant of warrants to subscribe for ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
i. 1.5 pence i. 1,666,666
ii. 2.5 pence exercise price ii.833,333
d) Aggregated information: Aggregated volume: Price: N/A
e) Date of the transaction: 1. 16 May 2023
2. 16 May 2023
f) Place of the transaction: 1. Outside a trading venue
2. Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: Jonathan Battershill
2. Reason for the notification
a) Position/status: Chief Executive Officer
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name: Anglesey Mining Plc
b) LEI: 213800X8BO8EK2B4HQ71
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Identification code: Ordinary shares of 1 pence each
GB0000320472
b) Nature of the transaction: 1. Purchase of ordinary shares
2. Grant of warrants to subscribe for ordinary shares
3. Ordinary shares issued in lieu of salary
c) Price(s) and volume(s):
Price(s) Volume(s)
i. 1.5 pence i. 1,333,333
ii. 2.5 pence exercise price ii.666,666
iii. 1.5 pence iii. 3,333,333
d) Aggregated information: Aggregated volume: Price: N/A
e) Date of the transaction: 1. 16 May 2023
2. 16 May 2023
3. 16 May 2023
f) Place of the transaction: 1. Outside a trading venue
2. Outside a trading venue
3. Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: Nemrata Verma
2. Reason for the notification
a) Position/status: Non-Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name: Anglesey Mining Plc
b) LEI: 213800X8BO8EK2B4HQ71
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Identification code: Ordinary shares of 1 pence each
GB0000320472
b) Nature of the transaction: 1. Purchase of ordinary shares
2. Grant of warrants to subscribe for ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
i. 1.5 pence i. 666,666
ii. 2.5 pence exercise price ii.333,333
d) Aggregated information: Aggregated volume: Price: N/A
e) Date of the transaction: 1. 16 May 2023
2. 16 May 2023
f) Place of the transaction: 1. Outside a trading venue
2. Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: Juno Limited
2. Reason for the notification
a) Position/status: PCA of Non-Executive Director Danesh Varma
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name: Anglesey Mining Plc
b) LEI: 213800X8BO8EK2B4HQ71
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument: Identification code: Ordinary shares of 1 pence each
GB0000320472
b) Nature of the transaction: 1. Subscription for ordinary shares
2. Grant of warrants to subscribe for ordinary shares
c) Price(s) and volume(s):
Price(s) Volume(s)
i. 1.5 pence i.14,589,149
ii. 2.5 pence exercise price ii.7,294,574
d) Aggregated information: Aggregated volume: Price: N/A
e) Date of the transaction: 1. 16 May 2023
2. 16 May 2023
f) Place of the transaction: 1. Outside a trading venue
2. Outside a trading venue
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 the Bookrunner 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 Bookrunner 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, 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 the Bookrunner 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.
1. 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 the Bookrunner 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.
WH Ireland Limited (“WHI”), which is authorised and regulated in Ireland
by the Financial Conduct Authority, is acting as broker 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 WHI or for advising any other person in connection with any
matter referred to herein. The responsibilities of WHI as the Company’s
under the AIM Rules for Companies 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. 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.
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 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 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.
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