REG - Arc Minerals Limited - Proposed Placing and Subscription
11/03/2024 17:00
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RNS Number : 4058G Arc Minerals Limited 11 March 2024
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.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,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 ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO 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 ARC MINERALS LTD IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
11 March 2024
Arc Minerals Ltd
("Arc Minerals", the "Company" or the "Group")
Proposed Placing and Subscription to raise approximately £3.5 million and
Issue of Warrants
Arc Mineral Limited (AIM:ARC) announces its intention to raise approximately
£3.5m (before expenses) through the issue of new ordinary shares of no par
value in the capital of the Company (the "Ordinary Shares") at 1.8p per
Ordinary Share (the "Issue Price") and the issue of certain Warrants, to
subscribers of the new Ordinary Shares in the ratio of one Warrant for each
Ordinary Share subscribed for (the "Fundraise"). The net proceeds of the
Fundraise will be used to fund Arc's current exploration activities, its
potential acquisition strategy, a potential off-market buyback and for general
working capital purposes.
The Placing Price represents a discount of approximately 5.3 per cent. to the
Closing Price on AIM of 1.9 pence per Ordinary Share on 8 March 2024, being
the latest practicable business day prior to the publication of this
Announcement.
Summary
· The Company intends to raise approximately £3.5million, in
aggregate, pursuant to the Fundraise (further details outlined below). The
allotment and issue of the new Ordinary Shares pursuant to the Fundraise is
within the Company's ability to issue shares, pursuant to the Act.
· Certain Directors and senior managers of the Company and other
investors have indicated their intention to participate in the Fundraise, by
way of a direct subscription with the Company.
· The Company also proposes to issue Warrants to all subscribers in
the Fundraise granting rights to subscribe for one additional Ordinary Share
for each warrant held in the ratio of one warrant for every one new Ordinary
Share issued to such person. The Warrants are exercisable at a price of 3
pence per Ordinary Share during the Warrant Exercise Period.
· The Directors intend that the net proceeds of the Fundraise will
be used to fund the Company's exploration activities in Botswana; to fund its
potential acquisition strategy (as detailed below), to fund a potential
off-market buyback of Ordinary Shares from a significant overseas shareholder
and for working capital purposes.
The Fundraise will comprise:
· A placing (the "Placing") through the issue of new Ordinary
Shares (the "Placing Shares") at the Issue Price;
· A direct subscription (the "Subscription") with the Company for
new Ordinary Shares (the "Subscription Shares"); and
· The issue of Warrants to all subscribers in the Fundraise at the
1:1 ratio described above, such Warrants are exercisable at a price of 3 pence
per Ordinary Share during the Warrant Exercise Period.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement. A further announcement confirming
the closing of the Bookbuild and the number of new Ordinary Shares to be
issued pursuant to the Placing and Subscription is expected to be made in due
course.
The Placing is subject to the terms and conditions set out in Appendix III to
this Announcement. WH Ireland Limited ("WH Ireland") is acting as
bookrunner (the "Bookrunner") in connection with the Placing.
The following sets out the background to, and the reasons for, the Fundraise
and explains why the Directors consider the Fundraise to be in the best
interests of the Company and its Shareholders as a whole.
Rationale for the Fundraise
Following the successful completion of a joint venture agreement with a
subsidiary of Anglo American plc for the development of its Zambian copper
projects (see announcement dated 10 November 2023), the Company is now
focusing on its wider interests in Botswana and the potential to acquire new
licence areas in Zambia. In Botswana the Company intends to undertake an
induced polarization survey and further drilling in 2024. More details of the
Company's activities in Botswana are set out in the Company's announcement
dated 25 January 2024. At the same time, the Company is looking to acquire new
licences areas within the Zambian copper belt, and the Directors have
commenced an initial assessment programme to identify potential targets. To
date there are approximately three licence areas of interest to the Directors,
including one where discussions are at an advanced stage. Whilst there can be
no guarantee that any of these conversations will progress, or that any new
licences will be acquired, the Directors believe these discussions are
indicative of the potential opportunities within the area.
The Directors also propose to use some of the proceeds of the fundraise to
undertake a potential off-market buyback of the Company's Ordinary Shares from
a significant overseas shareholder (a "Potential Buyback"). Any Potential
Buyback would be subject to, amongst other matters, the agreement of
commercial terms, and any necessary regulatory and legal approvals. If the
Potential Buyback completes it is the Directors' intention that the acquired
Ordinary Shares would then be cancelled. The Directors believe that the
ability to buy back a specific targeted shareholding in this manner will be
beneficial to shareholders as a whole since by executing such a transaction,
the Company should be able to ensure that the shares are disposed of in an
orderly manner so as to avoid a considerable volume of shares being sold in
the market far in excess of normal daily volumes of trades.
Use of Proceeds
Accordingly, the Company is seeking to raise approximately £3.5m:
· To progress its Botswana exploration programme;
· To assess potential new licence areas in Zambia, and,
if a target licence area is identified, to fund the associated due diligence,
costs of acquiring the licence and any initial work programmes ("Potential
Licence Acquisition Process");
· To undertake the Potential Buyback; and
· For working capital purposes.
The Directors anticipate applying approximately £2,000,000 of the Fundraise
to the Potential Licence Acquisition Process and the Potential Buyback. In
the event that no new licence areas are identified and/or the Potential
Buyback does not progress, all associated funds will be applied for general
working capital purposes and to progress work on the Company's Botswana
licences.
The Placing
The Placing is being conducted by WH Ireland as Bookrunner in relation to the
Placing ("WHI"). A placing agreement has been entered into between the Company
and WHI in connection with the Placing (the "Placing Agreement").
The Placing Shares are being offered by way of an accelerated bookbuild (the
"Bookbuild"), which will open with immediate effect following the release of
this Announcement, in accordance with the terms and conditions set out in
Appendix III to this Announcement. A further announcement confirming the
closing of the Bookbuild and the number of Placing Shares to be issued
pursuant to the Placing is expected to be made in due course.
The Placing is not being underwritten.
The timing of the closure of the Bookbuild, the number of Placing Shares and
the allocation of the Placing Shares between Placees is to be determined at
the discretion of the Company and the Bookrunner.
Members of the public are not eligible to take part in the Placing.
The allotment and issue of the Placing Shares is conditional, inter alia,
upon:
· Admission becoming effective by no later than 8.00 a.m.
on 25 March 2024 (or such other time and/or date, being no later than 8.00
a.m. on 15 April 2024, as WHI and the Company may agree);
· the conditions in the Placing Agreement in respect of
the Placing Shares being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in
accordance with its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable,
waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made in respect
of the Ordinary Shares from the date of Admission, in the case of the Placing
Shares. Assuming full take up of the Placing, the Placing Shares will
represent approximately 13.6 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is expected that
Admission will become effective, and dealing in the Placing Shares will
commence, at 8.00 a.m. (London time) on or around 25 March 2024.
WHI has the right to terminate the Placing Agreement in certain circumstances
prior to Admission, including (but not limited to): in the event that any of
the warranties set out in the Placing Agreement are not true and accurate when
given or the Company fails to comply with any of its obligations prior to
either Admission. WHI may also terminate the Placing Agreement if there has
been a material adverse change in national or international financial,
political, economic, monetary or stock market conditions (primary or
secondary) or an imposition of or compliance with any law or governmental or
regulatory order, rule, regulation, restriction or direction which, in the
opinion of WHI, 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.
A further announcement will be made following the closure of the Bookbuild,
confirming the results of the Placing.
The expected timetable of principal events in connection with the Placing is
set out in Appendix I to this Announcement.
The Warrants
As referred to above, the Company has also agreed to issue Warrants to all
subscribers in the Fundraise on the basis of one Warrant for every one new
Ordinary Share subscribed for. Such Warrants would be issued following
Admission, with each Warrant granting the holder the right to subscribe for
one new Ordinary Share. The Warrants are exercisable at a price of 3 pence per
Ordinary Share on the earlier of;
· either the date falling 30 days after the 30(th) consecutive day
upon which the Ordinary Shares have traded at price of 4.5 pence or above; or
· the date falling 3 years from the date of the issue of the
Warrants.
The issue and validity of the Warrants is conditional upon Admission being
effective and occurring on or before the Long Stop Date.
The Warrants may be exercised in whole or in part during the Warrant Exercise
Period and are not secured.
The Warrants are in certificated form. There are also provisions in the
Warrant Instrument for convening meetings of the holders of Warrants and for
modification of rights under the Warrant Instrument.
A copy of the Warrant Instrument is available on the Company's website.
The Subscription
Nicholas von Schirnding and Rémy Welschinger being Directors of the
Company, Ian Lynch and Vassilios Carellas being senior management of the
Company, and certain other investors have indicated their intention to
subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and
conditions of subscription letters to be entered into between the relevant
Directors and the Company on or about the date hereof.
The Subscription is not part of the Placing and any Subscription Shares would
be subscribed pursuant to the terms of subscription agreements between the
Company and the relevant subscribers.
Further details relating to the Subscription, including the total number of
new Ordinary Shares subscribed for and the aggregate gross proceeds of the
Subscription, will be announced as soon as practicable after closure
of the Bookbuild.
Persons who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix III.
For further information, please contact:
Arc Minerals +44 (0) 20 7917 2942
Nicholas von Schirnding (Executive Chairman)
WH Ireland Limited (Nomad and Tel: +44 (0) 20 7220 1666
Sole Broker)
Harry Ansell / Katy Mitchell /
Isaac Hooper
Shard Capital Partners LLP (Placing Agent) Tel: +44 (0) 207 186 9957
Gareth Burchell / Damon Heath / Simon Niven
IMPORTANT NOTICES
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", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy, planned work at the Company's
projects and the expected results of such work, mineral grades and mineral
reserve and resource estimates. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Company's actual
performance, achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in this
Announcement. In addition, even if the Company's results of operations,
performance, achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or developments
may not be indicative of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this Announcement speak
only as of the date of such statement and (other than in accordance with their
legal or regulatory obligations) neither the Company, nor WH Ireland Limited
nor any of their respective associates, directors, officers or advisers shall
be obliged to update such statements. Comparisons of results for current and
any prior periods are not intended to express any future trends or indications
of future performance, unless expressed as such, and should only be viewed as
historical data.
WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and broker
exclusively for the Company and no one else in connection with the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the contents of
this Announcement nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on WH Ireland
by the Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Accordingly, WH Ireland disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of WH Ireland
as the Company's Nominated Adviser and Broker 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.
The Placing Shares have not been and will not be registered under 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, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
the United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the UK
Prospectus Regulation, (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.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
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 EU Prospectus Regulation or the 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; 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.
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 WHI or by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Expected Timetable of Principal Events
Announcement of the Placing 11 March 2024
Close of Placing and Announcement of the results of the Placing and 11 March 2024
Subscription
Admission and commencement of dealing in the Placing Shares and Subscription at 8.00 a.m. on or around 25 March 2024
Shares
CREST accounts credited in respect of the Placing Shares in uncertificated at 8.00 a.m. on or around 25 March 2024
form
Despatch of definitive share certificates in respect of the Placing Shares and within 14 days of Admission
Subscription Shares to be issued in certificated form and certificates in
respect of the Warrants
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by WHI or by an
announcement through a Regulatory Information Service, as the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement, unless the
context otherwise requires:
Act the BVI Business Companies Act (No. 16 of 2004) as amended, and includes the
regulations made under the Act;
Admission The Admission of the Placing Shares and Subscription Shares to trading on AIM;
AIM AIM, a market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange and
amended from time to time;
Announcement this announcement (including the Appendices, which form part of this
announcement);
Board or Directors the directors of the Company or any duly authorised committee thereof;
Bookbuild the accelerated bookbuild to be conducted by WHI pursuant to the Placing
Agreement and this Announcement;
Bookrunner WH Ireland
certificated or in certificated form a share or other security not held 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 Arc Minerals Arc Minerals Ltd, a company incorporated in England and Wales with company
number 1396532, whose registered office is at Craigmuir Chambers, Road Town,
Tortola, British Virgin Islands, VG 1110;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited, which facilitates the
holding and transfer of title to shares in uncertificated form;
CREST Regulations the Uncertificated Securities Regulations 2001 (as amended);
Depositary Interests depositary interests representing the Ordinary Shares
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the
Placing Shares;
Existing Ordinary Shares the 1,233,065,129 Ordinary Shares in issue at the date of this Announcement;
EU 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;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
FSMA the Financial Services and Markets Act 2000 (as amended);
Group the Company and its subsidiaries;
Issue Price 1.8p
London Stock Exchange London Stock Exchange plc;
Ordinary Shares ordinary shares of no par value in the capital of the Company;
Placees subscribers for Placing Shares;
Placing the conditional placing of the Placing Shares pursuant to the Placing
Agreement;
Placing Agreement the conditional agreement dated 11 March 2024 between the Company and WH
Ireland in connection with the Placing;
Placing Shares approximately 194 million Ordinary Shares to be issued pursuant to the Placing
following the conclusion of the Bookbuild;
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;
Qualified Investors in member states of the European Economic Area, "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation;
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
Shareholders the holders of Ordinary Shares;
Subscription the proposed direct subscription with the Company by certain Directors,
advisory board members of the Company and certain other investors for new
Ordinary Shares
uncertificated or in uncertificated form recorded on the register of members of Arc Minerals 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;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended;
US$ dollars, the lawful currency of the United States of America;
Warrant Instrument means the instrument dated on or around the date of this Announcement
constituting the Warrants
Warrants means the unlisted warrants to be issued, conditional on completion of the
Fundraise, to subscribers of Ordinary Shares under the Fundraise, granting to
the holders thereof rights to subscribe for new Ordinary Shares exercisable at
a price of 3 pence per Ordinary Share during the Warrant Exercise Period in
accordance with the terms of the Warrant Instrument.
Warrant Exercise Period the earlier of either the date falling 30 days after the 30(th) consecutive
day upon which the Ordinary Shares have traded at price of 4.5 pence or above,
or the date falling 3 years from the date of the issue of the Warrants.
WH Ireland or WHI W H Ireland Limited, a company incorporated in England and Wales with company
number 02002044 whose registered office is situated at 24 Martin Lane, London
EC4R 0DR; and
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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 THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
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) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY WHI,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS 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, IS A FINANCIAL
PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT
ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT
PERSONS. ACCORDINGLY, 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. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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.
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 IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES 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"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING 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 A DISPOSAL OF THEIR SHARES.
The distribution of the terms and conditions and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Bookrunner or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or
possession or distribution of the terms and conditions or any other offering
or publicity material relating to such Placing Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession these
terms and conditions come are required by the Company and the Bookrunner to
inform themselves about and to observe any such restrictions.
These terms and conditions or any part of them are for information purposes
only and do not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
In the United Kingdom, these terms and conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
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 or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
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" and/or "distributor" (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) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; such
securities offer no guaranteed income and no capital protection; and an
investment in such securities is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, WHI will only
procure investors who meet the criteria of professional clients and eligible
counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
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 or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placee hereby agrees with
WHI and the Company to be bound by these terms and conditions. A Placee shall,
without limitation, become so bound if WHI 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 Placing Price and otherwise on the terms and conditions set out in
this Announcement 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) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WHI and the Company have entered into a Placing Agreement, under which WHI
has, on the terms and subject to the conditions set out therein, undertaken to
use its reasonable endeavours to procure subscribers for the Placing Shares at
the Placing Price. The Placing is not being underwritten by WHI or any other
person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares to Placees and as between the tranches of the
Placing, are at the discretion of WHI, following consultation with the
Company. Allocations will be confirmed orally or by email by WHI following the
close of the Placing. A further announcement confirming these details will
then be made as soon as practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and 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.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. It is expected that settlement of the Placing
Shares (via Depositary Interests) and Admission will become effective at 8.00
a.m. on 25 March 2024 and that dealings in the Placing Shares will commence at
that time.
Placing
WHI will today commence an accelerated bookbuilding process to determine
demand for participation in the Placing by potential Placees at the Placing
Price. 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.
WHI and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as they may, in their discretion, determine.
The principal terms of the Placing are as follows:
1. WHI is arranging the Placing as agent for, and broker of, the
Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by WHI.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be determined by
WHI, in consultation with the Company, following completion of the Placing.
The results of the Placing, including the number of Placing Shares, will be
announced on a Regulatory Information Service following completion of the
Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at WHI. Each bid should state
the number of Placing Shares which the prospective Placee wishes to subscribe.
Bids may be scaled down by WHI on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of WHI. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares to Placees and as between the
tranches of the Placing will be determined by WHI, following consultation with
the Company. Each Placee's allocation will be confirmed to Placees orally, or
by email, by WHI following the close of the Placing and a trade confirmation
or contract note will be dispatched as soon as possible thereafter. Oral or
emailed confirmation from WHI will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a Placee), in
favour of WHI and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the Placing Price
and otherwise on the terms and subject to the conditions set out in this
Appendix and in accordance with the Articles. Except with WHI's consent, such
commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close
of the Placing detailing the results of the Placing and the number of Placing
Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WHI may choose not to accept
bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (after consultation with the Company)
and may scale down any bids for this purpose on such basis as it may
determine. WHI may also, notwithstanding paragraphs 4 and 5 above, subject to
the prior consent of the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with WHI's
consent, will not be capable of variation or revocation from the time at which
it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by WHI 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.
11. 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".
12. All obligations of WHI 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 the Placing Agreement".
13. 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.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither WHI, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees 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. In particular, neither WHI, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of WHI's conduct of the Placing or of such alternative method of
effecting the Placing as WHI and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no element
of the Placing is underwritten by WHI or any other person.
16. Each placee will be issued with Warrants granting rights to
subscribe for one additional Ordinary Share for each
warrant held in the ratio of one warrant for every one new Ordinary Share
issued to those placees. The Warrants are exercisable at a price of 3 pence
per Ordinary Share during the Warrant Exercise Period.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
WHI's obligations under the Placing Agreement are conditional on, inter alia:
1. the delivery by the Company to WHI of certain documents required
under the Placing Agreement;
2. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission;
3. the issue and allotment of the Placing Shares, conditional only
upon Admission;
4. Admission becoming effective by no later than 8.00 a.m. on 25
March 2024 or such other date and time as may be agreed between the Company
and WHI, not being later than 8.00 a.m. on 15 April 2024 (the "Long Stop
Date");
5. the Placing Agreement not having been terminated by WHI in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by WHI
by the respective time or date where specified (or such later time or date as
WHI may notify to the Company, being not later than the Long Stop Date; (ii)
any of such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified below, 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.
WHI may, at its discretion and upon such terms as it thinks fit, waive, or
extend the period for (subject to the Long Stop Date), 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 conditions
relating to either Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither WHI nor the Company nor any of their respective affiliates, agents,
directors, officers or employees 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 WHI.
Right to terminate the Placing Agreement
WHI is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. if any of the warranties given in the Placing Agreement are not
true and accurate or are misleading in any material respect when given;
2. the Company has failed to comply with its material obligations
under the Placing Agreement in the period prior to Admission;
3. any significant change or new matter arises, or is likely to
arise, as a result of which any of the conditions set out in the Placing
Agreement will not be satisfied or (if possible to be waived) waived by the
requisite time and/or date;
4. there has been any material change in, or any development likely
to involve a prospective material change in, or affecting, the condition
(financial, operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of any Group
Company; or
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political, financial or
economic conditions or currency exchange rates or foreign exchange controls
which in the opinion of WHI has a material and adverse effect on the Placing
or otherwise render the Placing temporarily or permanently impracticable or
inadvisable.
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 WHI of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of WHI and that WHI need not make any reference
to Placees in this regard and that neither WHI nor any of its respective
affiliates shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or 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 the Announcement (including this Appendix) and the 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 not relied on any other
information (other than the Publicly Available Information), representation,
warranty, or statement made by or on behalf of the Company or WHI or any other
person and neither WHI, 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
WHI, 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 WHI 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
Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation or contract note in accordance with
the standing arrangements in place with WHI, stating the number of Placing
allocated to it at the Placing Price, the aggregate amount owed by such Placee
(in pounds sterling) and a form of confirmation in relation to settlement
instructions.
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 WHI in accordance
with the standing CREST settlement instructions which they have in place with
WHI.
Settlement of transactions in the Placing Shares via Depositary Interests
(ISIN: VGG045791016) following Admission will take place within CREST
provided that, subject to certain exceptions, WHI 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 will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by WHI.
Each Placee is deemed to agree that, if it does not comply with these
obligations, WHI may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for WHI's 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 WHI 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 WHI such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which WHI 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 the 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 WHI 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) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to WHI 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 its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by WHI of any right or discretion under the
Placing Agreement shall be within the absolute discretion of WHI, and WHI 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 WHI or the Company, or any of
their respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that these terms and conditions represent the whole and only
agreement between it, WHI 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 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, nor WHI, nor
any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area ("EEA") which
has implemented the EU Prospectus Regulation or the UK, respectively, other
than Qualified Investors or in circumstances in which the prior consent of WHI
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA, or the UK
respectively, other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect WHI
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 WHI is not acting for it or its
clients, and that WHI will not be responsible for providing the protections
afforded to customers of WHI or for providing advice in respect of the
transactions described herein;
7. 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 that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that WHI or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of WHI, 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;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. 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 only;
11. that neither WHI, nor 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 the Publicly Available Information;
12. that, unless specifically agreed with WHI, 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 or any US Person at the time the undertaking
to subscribe for and/or purchase 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 or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, 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 Australia, Canada, Japan, New
Zealand, the Republic of South Africa or a corporation, partnership or other
entity organised under the laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa and that it will not (unless an exemption under
the relevant securities laws is applicable) offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New Zealand, the
Republic of South Africa and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities Commission
of any province or territory of Canada, that no prospectus has been or will be
lodged with, filed with or registered by the Australian Securities and
Investments Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for
sale and may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. 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;
15. 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 or to any US Persons;
16. that it is entitled to subscribe for and/or purchase 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 WHI 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;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. 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 the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by WHI;
19. 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(2)(A) to (D) (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;
20. that, unless otherwise agreed by WHI, it is a Qualified Investor;
21. that, unless otherwise agreed by WHI, 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;
22. that 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;
23. that any money held in an account with WHI (or its nominee) 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 WHI's (or its nominee's) money in accordance with such
client money rules and will be used by WHI in the course of its own business
and each Placee will rank only as a general creditor of WHI;
24. 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 requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. 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;
26. 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 under the Placing
unless and until Admission becomes effective;
27. that it appoints irrevocably any director of either of WHI 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;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither WHI nor the Company has
considered its particular objectives, financial situation and needs;
29. 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;
30. that it will indemnify and hold the Company and WHI 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 WHI 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 WHI and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement (including
this Appendix) are given to WHI for itself and on behalf of the Company and
will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. 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 WHI to provide any
legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WHI shall notify it of such
amendments;
34. that (i) it has complied with its obligations under the Criminal
Justice Act 1993, FSMA and UK 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 (as amended) and
any related or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA 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 or the United States Department of State; (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 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 WHI such evidence, if any, as to the identity or
location or legal status of any person which WHI 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 WHI 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 WHI may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of
the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing
Shares to be subscribed for and/or purchased by it;
36. 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 stock, broker 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;
37. 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 WHI 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;
38. 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 WHI;
39. that WHI owes no fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;
40. that WHI may, in its absolute discretion, agree to become a Placee
in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares;
42. undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as WHI may
in its sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp duty reserve
tax or other similar taxes (together with any interest or penalties) which may
arise upon the sale of such Placee's Placing Shares;
43. that its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that WHI and/or the Company may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; and
44. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, WHI 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 WHI for itself 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 WHI.
The agreement to settle a Placee's subscription and/or purchase (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 (via Depositary Interests) 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 WHI 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 WHI in
the event that any of the Company and/or WHI 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 WHI 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 or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. WHI shall notify the Placees and any person acting on
behalf of the Placees of any changes.
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 WHI or by any of its 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.
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