REG - Arc Minerals Limited - Proposed Placing and Subscription
23/04/2026 16:45
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RNS Number : 7245B Arc Minerals Limited 23 April 2026
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 APPENDIX 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INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,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 APPENDIX 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
APPENDIX 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 APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
23 April 2026
Arc Minerals Ltd
("Arc" or the "Company")
Proposed Placing and Subscription to raise approximately £2.9 million and
Issue of Warrants
Proposed Issue of Equity to Creditors
Arc Minerals (LSE: ARCM), an exploration company focused on discovering and
developing Tier 1 copper deposits in Africa, announces its intention to raise
approximately £2.9 million (before expenses) through the issue of new
ordinary shares of no par value in the capital of the Company (the "Ordinary
Shares") at 0.4 pence per Ordinary Share (the "Issue Price") by way of a
placing and conditional subscription (together the "Fundraise").
Professional investors will participate by way of a placing of new Ordinary
Shares (the "Placing Shares") conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
Announcement (the "Placing"). Zeus Capital Limited ("Zeus") is acting as sole
bookrunner in connection with the Placing (the "Bookrunner"). The Placing is
not being underwritten.
Certain investors have also indicated their intention to subscribe for new
Ordinary Shares (the "Subscription Shares") at the Issue Price directly with
the Company (the "Subsscription"). The Subscription is conditional on
completion of the Placing.
In addition, Directors, PDMRs and certain contractors have indicated their
intention to subscribe for Ordinary Shares at the Issue Price ("Creditor
Subscription Shares"). The subscription monies due in respect of the Creditor
Subscription Shares, which are separate to the Fundraise, shall be off-set
against amounts outstanding to those parties (the "Creditor Subscription").
The proposed amount to be set-off against the subscription monies due is circa
£1.0 million, of which the majority relates to amounts owed to existing Board
Directors and PDMRs in respect of outstanding amounts due in respect of prior
option surrenders and fees for services. If progressed the Creditor
Subscription would be related party transactions pursuant to Rule 13 of the
AIM Rules (together the "Related Party Transaction"). The Creditor
Subscription is not part of the Placing or the Subscription.
In addition, the Company also proposes to issue warrants to subscribe for new
Ordinary Shares to all participants in the Fundraise and the Creditor
Subscription on the basis of one Warrant for each Ordinary Share subscribed
for in the Fundraise. Each Warrant will grant the holder the right to
subscribe for one additional new Ordinary Share at 0.8 pence per share (the
"Warrant Price") and will be exercisable for a period of 3 years from the date
of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be
issued in certificated form and will only be capable of being transferred to
group companies. The Warrants will not be admitted to trading on AIM or any
other regulated market.
The Directors intend that the net proceeds of the Fundraise will be used to
fund the Company's exploration activities in Botswana and for working capital
purposes and a proportion is to be reserved for legal costs and due diligence
at the Kabompo West Project in Zambia.
A Placing Agreement has been entered into today between the Company and Zeus
in connection with the Placing.
The Issue Price represents a discount of approximately 15.8 per cent. to the
Closing Price of 0.475 pence per Ordinary Share on 22 April 2026, being
the last practicable date prior to announcement of the Fundraise.
The Placing is subject to the terms and conditions set out in the Appendix of
this Announcement (the "Terms and Conditions") (which forms part of this
Announcement). The final number of Placing Shares, Subscription Shares and
Creditor Subscription Shares (together the "New Shares"), to be issued will be
announced immediately following the closing of the Bookbuild process. The New
Shares, when issued, will be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue.
Application will be made for Admission of the New Shares to be admitted to
trading on AIM, a market of the London Stock Exchange and it is expected that
Admission will take place at 8.00 a.m. (London time) on 30 April 2026 (or
such later time and/or date as may be agreed between the Company and Zeus,
being not later than 8.00 a.m. (London time) on 30 May 2026). The Fundraise
is conditional upon, inter alia, Admission becoming effective, the Company
having received payment of the subscription monies due under the Subscription
in respect of the Subscription Shares and the Placing Agreement not otherwise
being terminated in accordance with its terms.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "IMPORTANT NOTICES"
section and the detailed terms and conditions described in the Appendix.
Defined terms used in this Announcement are set out below in the "Definitions"
section.
For further information visit www.arcminerals.com or contact:
Arc Minerals Ltd E: info@arcminerals.com
Rémy Welschinger, CEO
Zeus Capital Ltd (Nominated Adviser, Joint Broker and Sole Bookrunner) T: +44 (0) 20 3829 5000
Katy Mitchell/Harry Ansell
Shard Capital Partners LLP (Joint Broker) T: +44 (0) 20 4530 6926
Damon Heath
St Brides Partners Limited (Financial PR) E: arc@stbridespartners.co.uk
Isabel de Salis / Susie Geliher
Notes
Arc Minerals Ltd (LSE: ARCM) is an AIM-quoted copper exploration company
focused on developing assets across two of Africa's most prospective copper
belts. Its flagship Kabompo West Project in Zambia is located within the
Western Domes of the Central African Copperbelt, host to multiple Tier 1
copper deposits, where extensive work has confirmed widespread mineralisation
and multiple target areas. The Company also holds the Virgo Project in
Botswana, situated in the Kalahari Copper Belt within the highly prospective
MMG Zone 5 corridor. Arc is led by an experienced team with expertise across
mining, capital markets and in-country operations.
Conditions relating to the Fundraise
The Fundraise is conditional, inter alia, upon:
a) the Placing Agreement becoming unconditional in all respects (save
for Admission occurring) and not having been terminated in accordance with its
terms;
b) Admission becoming effective by no later than 8.00 a.m. on 30 April
2025 (or such later time and/or date as the Company and the Bookrunner may
agree (being not later than 8.00 a.m. on 30 May 2025).
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.
Further details of the conditions of the Placing and the Placing Agreement are
set out in the Appendix, under the heading "Conditions of the Placing". The
expected timetable of principal events in connection with the Fundraise is set
out below under the heading "Expected Timetable of Principal Events".
Accordingly, if such conditions are not satisfied or, if applicable, waived,
the Fundraise will not proceed.
Zeus 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 and
not misleading when given or the Company fails to comply with any of its
obligations prior to Admission, in either case in any material respect. Zeus
may also terminate the Placing Agreement if there has been a substantial
change in political, military, diplomatic, economic, financial or market
conditions (including disruption to trading on any relevant stock exchange) or
currency exchange rates or exchange controls or any statutory or regulatory
matter which, in the opinion of Zeus, makes it impractical or inadvisable to
proceed with the Placing, the Subscription or Admission. If this termination
right is exercised, or if the conditionality in the Placing Agreement is not
satisfied, the Placing will not proceed.
The Fundraise is not underwritten.
The Warrants
As referred to above, the Company has also agreed to issue certain Warrants to
participants in the Fundraise and the Creditor Subscription on the basis of
one Warrant for every one new Ordinary Share subscribed for as part of the
Fundraise. Such Warrants would be issued shortly following Admission, with
each Warrant granting the holder the right to subscribe for one new Ordinary
Share at the Warrant Price within the Warrant Exercise Period.
The Warrants may be exercised in whole or in part during the Warrant Exercise
Period and are not secured.
The Warrants are to be issued 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.
The Creditor Subscription
Arc currently has amounts outstanding to creditors in the following amounts:
Creditor Amount owned (£)
Nick von Schirnding 450,725.20
Rémy Welschinger 186,048.49
Vassilios Carellas 256,666.71
Ian Lynch 47,289.03
Brian McMaster 97,686.78
Joint Broker 7,500.00
Total £1,045,916.21
The above creditors intend that, conditional on, amongst other matters,
completion of the Placing and Subscription, they will subscribe for Creditor
Subscription Shares in the Company at the Issue Price and that the
subscription monies due in respect of such shares will be off-set against the
amounts due to them as set out above in full satisfaction of Arc's obligation
to repay the indebtedness to them. The terms of the Creditor Subscription will
be the same as the Fundraise such that the participants thereto shall also be
entitled to receive Warrants on the terms set out above.
Settlement and dealings
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated form or in uncertificated form via
Depositary Interests (i.e. in CREST). Accordingly, following Admission,
settlement of transactions in Depositary Interests in respect of the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
The ISIN number of the New Ordinary Shares is VGG045791016. The TIDM is ARCM.
Risk Factors
Any investment in the Company is subject to a number of material risks and
uncertainties. Accordingly, prospective investors should carefully consider
the material operational, engineering, geological, commodity price, political,
financing, liquidity, foreign exchange, resource estimation and other risks of
investing in an AIM-quoted company operating in the natural resources sector,
other information contained in this Announcement and any other publicly
available information about the Company before making a decision whether to
invest in the Company.
Before making an investment, prospective investors are strongly advised to
consult an investment adviser authorised under the Financial Services and
Markets Act 2000, as amended ("FSMA") who specialises in investments of this
kind. A prospective investor should consider carefully whether an investment
in the Company is suitable in the light of his or her personal circumstances,
the financial resources available to him or her and his or her ability to bear
any loss which might result from such investment.
IMPORTANT INFORMATION
This Announcement is released by Arc Minerals Ltd and contains inside
information for the purposes of Article 7 of UK MAR. It is disclosed in
accordance with the Group's obligations under Article 17 of UK MAR.
No action has been taken by the Group or the Bookrunner, or any of their
respective affiliates, that would, or which is intended to, permit a public
offer of the new Ordinary Shares in any jurisdiction or the possession or
distribution of this Announcement or any other offering or publicity material
relating to the new Ordinary Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes shall inform themselves about,
and observe, such restrictions.
No prospectus has been made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the POATR) to be published.
The new Ordinary Shares will not be admitted to trading on any stock exchange,
other than the AIM market operated by the London Stock Exchange.
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 for 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 new Ordinary Shares have been subject to a product
approval process, which has determined that the new Ordinary Shares are: (i)
compatible with an end target market of investors who meet the criteria of
retail and 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" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the new Ordinary Shares have been
subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of investors who meet
the criteria of retail and professional clients and eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the new Ordinary
Shares may decline and investors could lose all or part of their investment;
the new Ordinary Shares offer no guaranteed income and no capital protection;
and an investment in new Ordinary 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. Each of the
UK Target Market Assessment and the EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, the Bookrunner will only procure investors who meet the criteria
of professional clients and eligible counterparties, as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, neither the UK Target Market Assessment nor the EU
Target Market Assessment constitutes: (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 new Ordinary Shares pursuant to the Fundraise.
Each distributor is responsible for undertaking its own target market
assessment in respect of the new Ordinary Shares and determining appropriate
distribution channels.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISE. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE
POATR WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ARC MINERALS LTD.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE 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 NEW ORDINARY SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER 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 FUNDRAISE 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 THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES
OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY SHARES.
THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS
UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF
THEIR SHARES.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or the issue of
the new Ordinary 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 new Ordinary Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
new Ordinary 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
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New
Zealand, or the Republic of South Africa or any other jurisdiction in which
the same would be unlawful. No public offering of the New Ordinary Shares is
being made in any jurisdiction.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA") by the Bookrunner or any other persons authorised
under FSMA. This Announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances in which section
21(1) of FSMA does not apply or otherwise falls within a relevant
exemption. 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 POATR) to be published. Persons needing advice
should consult an independent financial adviser.
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 Japanese Ministry of Finance or the Financial
Markets Authority of new Zealand and the relevant clearances have not been,
and will not be, obtained for the South Africa Reserve Bank or any other
applicable body in the Republic of South Africa in relation to the new
Ordinary Shares and the new Ordinary Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New Zealand or the
Republic of South Africa. Accordingly, the new Ordinary Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this Announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any investment decision to subscribe
New Ordinary Shares in the Fundraise must be made solely on the basis of
information contained in this Announcement.
This Announcement has not been approved by any competent regulatory authority.
Zeus is nominated adviser, joint broker and bookrunner to the Company,
authorised and regulated by the FCA in the United Kingdom. Zeus is acting
exclusively for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Fundraise and Admission or any
other matters referred to in this Announcement. Zeus will not be responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Fundraise, Admission or any other matters referred to in this Announcement.
The responsibilities of Zeus 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
their decision to acquire shares in the capital of the Company in reliance on
any part of this Announcement, or otherwise.
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 Zeus 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 therefor (whether in tort, contract or
otherwise) is expressly disclaimed.
No statement in this Announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this Announcement nor in any
previous announcement or in any previous presentation issued by the Company
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.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
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 Zeus 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.
Expected Timetable of Principal Events
Announcement of the Placing 23 April 2026
Close of Placing and Announcement of the results of the Placing and 24 April 2026
Subscription
Admission and commencement of dealing in the New Shares at 8.00 a.m. on or around 30 April 2026
CREST accounts credited in respect of the Placing Shares in uncertificated at 8.00 a.m. on or around 30 April 2026
form via Depositary Interests
Despatch of definitive share certificates in respect of the New Shares to be within 14 days of Admission
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 Zeus or by an
announcement through a Regulatory Information Service, as the case may be.
APPENDIX
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 admission of the New 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;
AIM Rules for Companies the rules for companies whose securities are admitted to trading on AIM
published by the London Stock Exchange as amended from time to time;
AIM Rules for Nominated Advisers the rules for nominated advisers to companies whose securities are admitted to
trading on AIM published by the London Stock Exchange as amended from time to
time;
Announcement this announcement (including the Appendix, which forms part of this
announcement);
Articles the articles of association of the Company from time to time;
Board or Directors the directors of the Company or any duly authorised committee thereof;
Bookbuilding Process the accelerated bookbuild process run by Zeus to determine demand for
participation in the Placing by potential Placees at the Issue Price;
Bookrunner Zeus;
certificated or in certificated form a share or other security not held in uncertificated form (that is, not in
CREST);
CJA the Criminal Justice Act 1993;
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 the British Virgin Islands, whose
registered office is at Craigmuir Chambers, Road Town, Tortola, British
Virgin Islands, VG 1110;
Creditor Subscription the proposed subscription by certain creditors of the Company of the Creditor
Subscription Shares at the Issue Price;
Creditor Subscription Shares the number of new Ordinary Shares to be issued by the Company at the Issue
Price pursuant to the Creditor Subscription, with the actual number to be set
out in the Placing Results Announcement;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear, 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;
Directors the directors of the Company as at the date of this Announcement;
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the New
Shares;
Existing Ordinary Shares the 1,448,108,263 Ordinary Shares in issue at the date of this Announcement;
Euroclear Euroclear UK & International Limited, a company incorporated in England
and Wales and the operator of CREST;
EUWA the European Union (Withdrawal) Act 2018, as amended;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part IV of FSMA;
FPO the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
FSMA the Financial Services and Markets Act 2000 (as amended);
Fundraise the Placing and the Subscription;
Group the Company and its subsidiaries;
Issue Price 0.4 pence per New Ordinary Share;
London Stock Exchange London Stock Exchange plc;
New Shares the Placing Shares, the Subscription Shares and the Creditor Subscription
Shares;
Ordinary Shares ordinary shares of no par value in the capital of the Company;
Placees subscribers for Placing Shares pursuant to the Bookbuilding Process;
Placing the proposed placing to institutional investors of new Ordinary Shares by Zeus
Capital on behalf of the Company pursuant to the Bookbuilding Process;
Placing Agreement the conditional agreement dated 23 April 2026 between the Company and Zeus in
connection with the Placing;
Placing Shares the number of new Ordinary Shares to be issued by the Company at the Issue
Price pursuant to the Placing, with the actual number to be set out in the
Placing Results Announcement;
POATR the Public Offers and Admissions to Trading Regulations 2024;
Prospectus Regulation EU Prospectus Regulation 2017/1129 and includes any relevant implementing
directive measure in any member state;
Qualified Investors persons falling within the meaning of Article 2(e) of the Prospectus
Regulation or paragraph 15 of Schedule 1 of the POATR (as the case may be);
Regulatory Information Service one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
Restricted Jurisdiction each and any of the United States of America, Australia, Canada, Japan, New
Zealand, and the Republic of South Africa;
Securities Act the US Securities Act of 1933, as amended;
Shareholders or member holders of Existing Ordinary Shares in the Company;
Subscription the proposed direct subscription with the Company by certain investors for new
Ordinary Shares;
Subscription Shares new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Subscription, with the actual number to be set out in the Placing Results
Announcement;
Subsidiary and subsidiary undertaking have the meanings given to them by the Companies Act 2006;
uncertificated or in uncertificated form recorded on the register of Depositary Interests 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 MAR the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the EUWA);
Warrant Instrument means the instrument to be executed by the Company 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 0.8 pence per Ordinary Share during the Warrant
Exercise Period in accordance with the terms of the Warrant Instrument;
Warrant Exercise Period the period from the date of issue of the Warrants until the date falling 3
years from the date of issue of the Warrants;
Zeus Zeus Capital Limited, registered in England and Wales under number 04417845
whose registered office is at 82 King Street, Manchester, M2 4WQ;
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
Unless otherwise indicated, all references in this Announcement to "GBP",
"£", "pounds sterling", "pounds", "sterling", "pence" or "p" are to the
lawful currency of the United Kingdom.
Terms and conditions of the Placing
General
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix. Upon being notified of its allocation of Placing Shares, a Placee
who chooses to participate in the Placing by making an oral and legally
binding offer shall be contractually committed to acquire the number of
placing shares allocated to it 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.
Details of the Placing Agreement and the Placing Shares
The Company and Zeus have entered into the Placing Agreement, pursuant to
which, subject to the terms and conditions set out in that agreement, agreed
to use reasonable endeavours, as agents of the Company, to procure subscribers
for the Placing Shares pursuant to the Bookbuilding Process described in this
Announcement and as set out in the Placing Agreement.
The Placing is conditional on the Placing Agreement becoming unconditional and
not being terminated in accordance with its terms.
The Placing is not being underwritten by the Bookrunner.
The Placing Shares will, when issued, be subject to the Articles, be credited
as fully paid and rank pari passu in all respects with each other New Share
and with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
Ordinary Shares after Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the satisfaction or waiver of the
conditions of the Placing Agreement (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will commence on
AIM at 8.00 a.m. on or around 30 April 2026 (or such later time and/or date as
Zeus and the Company may agree in writing (being not later than 8.00 a.m. on
30 May 2026)).
Bookbuilding Process
Commencing today, the Bookrunner will be conducting a Bookbuilding Process to
determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. However, the Bookrunner will be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as
it may, after consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the Placing or
subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the
Bookrunner. Zeus are entitled to participate as Placees in the Bookbuilding
Process.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The Bookbuild has opened and will be closed at the discretion of the
Bookrunner (in consultation with the Company). A further announcement will be
made by the Company following the close of the Bookbuilding Process detailing
the number of Placing Shares to be subscribed for by the Placees at the Issue
Price (the "Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Announcement and will be legally binding on the Placee on behalf of which
it is made and, except with Zeus' consent will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at the appropriate
Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. If successful,
the applicable Bookrunner will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as possible
thereafter. Oral confirmation from the relevant Bookrunner of the size of
allocations and each Placee's oral commitments to accept the same will
constitute an irrevocable legally binding agreement in favour of the Company
and the relevant Bookrunner pursuant to which each such Placee will be
required to accept the number of Placing Shares allocated to the Placee at the
Issue Price and otherwise on the terms and subject to the conditions set out
herein and in accordance with the Articles. Each Placee's allocation and
commitment will be evidenced by a trade confirmation issued by the appropriate
Bookrunner to such Placee. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
The Bookrunner reserve the right to scale back the number of Placing Shares to
be subscribed by any Placee, not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute discretion
of the Bookrunner, after consultation with the Company.
Each Placee's obligations will be owed to the Company and to the relevant
Bookrunner. Following the oral confirmation referred to above, each Placee
will also have an immediate, separate, irrevocable and binding obligation,
owed to the Company and the relevant Bookrunner, as agent of the Company, to
pay to the relevant Bookrunner (or as the Bookrunner may direct) in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee. 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".
To the fullest extent permissible by law, neither the Bookrunner nor any
person acting on their behalf shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Bookrunner nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Bookrunner may
determine.
All obligations of Zeus under the Placing will be subject to fulfilment or
waiver of the conditions referred to in this Announcement (including without
limitation those referred to below under "Conditions of the Placing") and the
Placing Agreement not having been terminated in accordance with their terms.
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.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Zeus under the Placing Agreement are conditional, among
other things, upon:
a) the performance by the Company of its obligations under the Placing
Agreement to the extent that they fall to be performed prior to Admission;
b) the warranties on the part of the Company contained in the Placing
Agreement being true and accurate and not misleading in a way which is, in the
opinion of the Broker (acting reasonably and in good faith ), material, on
and as of the date of the Placing Agreement and on Admission;
c) the Company having provided evidence satisfactory to Zeus that they
have received in cleared funds, the proceeds of the Subscription by no later
than 12.00 p.m. on the Business Day prior to Admission;
d) the obligations of the Zeus not having been terminated pursuant to
the Placing Agreement and the Placing Agreement otherwise becoming
unconditional; and
e) Admission of the Placing Shares occurring not later than 8.00
a.m. on 30 April 2026 or such later time and/or date as Zeus and the
Company may agree (but in any event not later than 8.00 a.m. on 30 May 2026).
If a) any of the Conditions of the Placing Agreement are not fulfilled or to
the extent permitted under the Placing Agreement waived by Zeus; or b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof.
Zeus may, in their absolute discretion and upon such terms as they think fit,
waive fulfilment of all or any of the conditions in the Placing Agreement in
whole or in part, or extend the time provided for fulfilment of one or more
conditions, save that certain conditions including the condition relating to
Admission may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Neither Zeus, the Company, nor any subsidiary of the Company, nor any branch,
affiliate or associated undertaking of any such company nor any of their
respective directors, officers and employees (each a "Arc Affiliate") 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 it may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that Zeus' rights and
obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Zeus are entitled to terminate the Placing Agreement in certain circumstances
prior to Admission, in particular, in the event that:
1. any of the warranties given in the Placing Agreement are not true
and accurate and not misleading when given at the date of the Placing
Agreement or would not be true and accurate and not misleading when repeated,
in any material respect;
2. the Company is in breach of any of its material obligations under
the Placing Agreement, or with the requirements of any applicable laws or
regulations in relation to the Placing or the Subscription;
3. there occurs or arises prior to Admission any significant change or
new material matter which Zeus, in its discretion (acting in good faith),
determines should be notified to Placees, Subscribers or the Company's
shareholders
4. ; or
5. Zeus becomes aware of any substantial change in any national or
international political, military, diplomatic, economic, financial or market
conditions (including disruption to trading on any relevant stock exchange) or
currency exchange rates or exchange controls or any statutory or regulatory
matter which, in the opinion of Zeus (arrived at in good faith and after such
consultation with the Company as shall be practicable in the circumstances),
would have or be likely to have a material and adverse effect on the Placing,
the Subscription or Admission or otherwise render the Placing, the
Subscription or Admission temporarily or permanently impracticable or
inadvisable.
By participating in the Placing, each Placee agrees that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner and the
Bookrunner need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company, Zeus, nor any Arc
Affiliate shall have any liability whatsoever to the Placees in connection
with any such exercise or failure to so exercise.
No Admission Document or Prospectus
No admission document, offering document or prospectus has been or will be
prepared in relation to the Placing and no such prospectus is required (in
accordance with the POATR) to be published or submitted to be approved by the
FCA and Placees' commitments will be made solely on the basis of the
information contained in this Announcement and in any Exchange 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 to Zeus and the Company that it has not relied on any
information, representation, warranty or statement made by or on behalf of
Zeus (other than the amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred to below),
any persons acting on their behalf or the Company or any Arc Affiliate and
neither of Zeus, any persons acting on their behalf, the Company, any Arc
Affiliate nor any persons acting on their behalf will be liable for the
decision of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges to
and agrees with Zeus for itself and as agent for the Company that, except in
relation to the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment mechanism,
subject to certain exceptions. Zeus reserve the right to require settlement
for and delivery of the Placing Shares to Placees by such other means as they
may deem necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 23 April 2026
Settlement Date 30 April 2026
ISIN Code VGG045791016
SEDOL BFWJ980
Deadline for input instruction into CREST 29 April 2026
CREST ID for 601/WRCLT
Zeus
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee (in pounds sterling) to the
Bookrunner and settlement instructions. Placees should settle against the
appropriate Bookrunner's CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown above. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with the
appropriate Bookrunner.
It is expected that settlement will take place on the Settlement Date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the relevant
Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for the Company's
own account and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf and shall indemnify Zeus and the Company on demand in
respect of any such amounts.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares (or Depositary Interests in respect thereof) are
registered in the Placee's name or that of its nominee or in the name of any
person for whom the Placee is contracting as agent or that of a nominee for
such person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other stamp duty or
stamp duty reserve tax is payable in respect of the issue of the Placing
Shares, neither Zeus nor the Company shall be responsible for the payment
thereof. 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):
1) represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and acknowledges that
its participation in the Placing and the issue of the Placing Shares will be
governed by the terms of this Announcement (including this Appendix);
2) acknowledges that no prospectus, admission document 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 Bookbuilding Process, the Placing or the Placing
Shares;
3) agrees to indemnify on an after-tax basis and hold harmless each of
the Company, Zeus and Arc Affiliates and any person acting on their behalf
from any and all costs, losses, 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 Announcement and further agrees that the provisions of this
Announcement shall survive after completion of the Placing;
4) acknowledges that the Placing Shares will be admitted to trading on
AIM and the Company is therefore required to publish and has published certain
business and financial information in accordance with the AIM Rules and UK MAR
and other applicable laws and regulations (the "Exchange Information"), which
includes the Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this Exchange
Information, without undue difficulty, and is aware of the contents of the
Exchange Information;
5) acknowledges that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
6) agrees that it has no rights against the Bookrunner or the Company,
or any of their respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 and
that the exercise by Zeus of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of Zeus
and Zeus need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company, Zeus, nor any Arc
Affiliate shall have any liability whatsoever to the Placees in connection
with any such exercise or failure to so exercise;
7) acknowledges that neither the Bookrunner nor any person acting on
their behalf has provided, and will not provide, it with any material or
information regarding the Placing Shares or the Company; nor has it requested
Zeus, nor any person acting on their behalf to provide it with any such
material or information;
8) acknowledges that (i) neither the Bookrunner nor any person acting on
behalf of any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of Zeus and do not have any duties or
responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
agreements, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right, and (ii) neither it nor, as the case may be, its
clients expect Zeus to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Zeus are not acting for it or its clients, and that Zeus
will not be responsible to any person other than the Company for providing
protections afforded to its clients;
9) acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Bookrunner nor any person
acting on their behalf will be responsible for or shall have any liability for
any information, representation or statement relating to the Company contained
in this Announcement or any information previously published by or on behalf
of the Company and neither Zeus nor any person acting on their behalf will be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement and the Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares, and that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to subscribe
for the Placing Shares and acknowledges that it is not relying on any other
information whatsoever and in particular it is not relying on any
investigation that Zeus, or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied, with respect
thereto;
10) acknowledges: (i) it has sufficient knowledge and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares; (ii) that
it is experienced in investing in securities of this nature and is aware that
it may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing; (iii) it has
had sufficient time to consider and conduct its own investigation in
connection with its subscription for the Placing Shares, including all tax,
legal and other economic considerations; and (iv) it has relied upon its own
examination of, and due diligence on, the Company, and the terms of the
Placing, including the merits and risks involved;
11) unless paragraph 12 applies, represents and warrants that it has neither
received nor relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 ("CJA") in relation to the Company
or its participation in the Placing;
12) it acknowledges and agrees that, if it has received any inside
information (for the purpose of UK MAR and section 56 of the CJA) in relation
to the Company and its securities in advance of the Placing, it has consented
to receive inside information for the purposes of UK MAR and the CJA and it
acknowledges that it was an insider or a person who has received a market
sounding for the purpose of such legislation and it confirms that it has not:
(a) dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of the Company
(or to cancel or amend an order in relation thereto); (c) unlawfully disclosed
inside information to any person, in each case, prior to the information being
made publicly available;
13) acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in
this Announcement (including this Appendix) and in any Exchange Information
and represents and warrants that it has not relied on any representations
relating to the Placing, the Placing Shares or the Company other than the
information contained in this Announcement or in any Exchange Information;
14) acknowledges that: it has not relied on any information relating to the
Company contained in any research reports prepared by either of Zeus, or any
person acting on their behalf and understands that (i) neither Zeus nor any
person acting on their behalf has or shall have any liability for any public
information relating to the Company or otherwise or any representation; (ii)
neither Zeus nor any person acting on their behalf has or shall have any
liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither Zeus nor any person acting
on their behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or otherwise;
15) represents and warrants that (i) it is permitted to acquire the Placing
Shares for which it is subscribing under the laws and regulations of all
relevant jurisdictions which apply to it; (ii) it has fully observed such laws
and regulations and obtained all such governmental and other guarantees and
other consents and authorities which may be required or necessary in
connection with its subscription for Placing Shares and its participation in
the Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit to
participation in the Placing and to perform its obligations in relation
thereto and will honour such obligations; (iv) it has paid any issue, transfer
or other taxes due in connection with its subscription for Placing Shares and
its participation in the Placing in any territory; and (v) it has not taken
any action which will or may result in the Company, Zeus, or any Arc Affiliate
or any person acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the Placing;
16) represents and warrants that it understands that the Placing Shares have
not been and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;
17) represents and warrants that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" in the United States as defined in Regulation S;
18) represents and warrants that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is subscribing for
the Placing Shares for investment purposes and 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;
19) represents and warrants that it and the person(s), if any, for whose
account or benefit it is subscribing for Placing Shares is, and at the time it
subscribes for the Placing Shares will be outside the United States of America
and acquiring the Placing Shares in an "offshore transaction" as defined in
and pursuant to Regulation S;
20) represents and warrants 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 of America;
21) represents and warrants 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;
22) represents and warrants that it will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
23) represents and warrants that, where it is resident in Australia, it is a
person who it is lawful to offer the shares to be issued under the Placing
without disclosure under Chapter 6D of the Australian Corporations Act
(including those who are "sophisticated investors" as set out in section
708(8) of the Australian Corporations Act or who are "professional investors"
as set out in section 708(11) of the Australian Corporations Act), and it
acknowledges that no document is being lodged with ASIC;
24) represents and warrants that, if it is a financial intermediary, as that
term is used in Article 5(1) of the Prospectus Regulation and Article 7(4) of
the POATR, the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state of the
European Economic Area which has implemented the Prospectus Regulation other
than "qualified investors" as defined in Article 2(e) of the Prospectus
Regulation; or persons in the United Kingdom other than "qualified investors"
as defined in paragraph 15 of Schedule 1 of the POATR; or in circumstances in
which the prior consent of Zeus has been given to such an offer or resale;
25) represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares: (i) to the public in any member state of the
European Economic Area, except in circumstances falling within Article 1(4) of
the Prospectus Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the Prospectus Regulation
or (ii) to the public in the United Kingdom, except in circumstances falling
within Part 1 of Schedule 1 of the POATR;
26) represents and warrants 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 it is permitted to do so pursuant to section 21 of FSMA and it
acknowledges and agrees that this Announcement has not been approved by Zeus
in their capacity as authorised persons under section 21 of FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as financial promotion by an authorised person;
27) represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom;
28) represents and warrants: (i) that it has complied, and will comply, with
its obligations under the laws and regulations of all relevant jurisdictions
which apply to it (including, where applicable, the CJA and MAR, the Criminal
Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017,
as amended and the Senior Management Arrangements, Systems and Controls (SYSC)
Sourcebook of the FCA) and, to the extent applicable, any subordinate
legislation and related or similar rules, regulations of any body having
jurisdiction in respect thereof (and, if it is 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); and (ii) that it is not a person:
(a) with whom transactions are prohibited under the Foreign Corrupt Practices
Act 1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom, the U.S. Commerce
Department Bureau of Industry and Security Denied Persons List, Entity List or
Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls
Specially Designated National and Blocked Persons List or the U.S. State
Department Directorate of Defense Trade Controls Debarred Parties List; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations ((i) and
(ii), together, the "Regulations");
29) if in the United Kingdom, represents and warrants that: (a) it is a
person having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d)
("High Net Worth Companies, Unincorporated Associations etc") of the FPO, and
(c) it is a qualified investor as defined in paragraph 15 of Schedule 1 of the
POATR, acting as principal or in circumstances otherwise falling within Part 1
of Schedule 1 of the POATR, and (d) it is person to whom this Announcement may
otherwise lawfully be communicated;
30) represents and warrants that its participation in the Placing would not
give rise to an offer being required to be made by it or any person with whom
it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
31) undertakes that it (and any person acting on its behalf) will pay for
the Placing Shares acquired by it in accordance with this Announcement and
with any trade confirmation sent by the appropriate Bookrunner (or on its
behalf) to it in respect of its allocation of Placing Shares and their
participation in the Placing on the due time and date set out therein (or as
otherwise notified by Zeus) against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as Zeus may, in their absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf and shall indemnify on
an after-tax basis and hold harmless the Company and Zeus in the event that
any of the Company or any Arc Affiliate or Zeus has incurred any such
liability to stamp duty or stamp duty reserve tax;
32) acknowledges that neither Zeus nor any person acting on their behalf is
making any recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the Placing,
and acknowledges that neither Zeus nor any person acting on their behalf has
any duties or responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise or
performance of Zeus' rights and obligations thereunder, including any right to
waive or vary any condition or exercise any termination right contained
therein;
33) undertakes that (i) the person whom it specifies for registration as
holder of the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) neither Zeus nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement and (iii) the Placee and
any person acting on its behalf agrees to acquire the Placing Shares on the
basis that Depositary Interests in respect of the Placing Shares will be
allotted to the CREST stock account of Zeus which will hold them as settlement
agent as nominee for the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the Placee's stock
account on a delivery versus payment basis;
34) acknowledges that it irrevocably appoints any director of Zeus as its
agent for the purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable Depositary
Interests in respect of the Placing Shares allocated to it and agreed to be
taken up by it under the Placing to be credited to the CREST stock account it
has specified or for it to be registered as the holder of any of Depositary
Interests in respect of the Placing Shares allocated to it and agreed to be
taken up by it under the Placing;
35) represents and warrants that it is not a resident of United States,
Australia, Canada, Japan, New Zealand or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be approved, registered or published in respect of the
Placing Shares under the securities legislation of any Restricted Jurisdiction
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
36) represents and warrants that any person who confirms to Zeus on behalf
of a Placee an agreement to subscribe for Placing Shares and/or who authorises
Zeus to notify the Placee's name to the Company's registrar, has authority to
do so on behalf of the Placee;
37) acknowledges that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Zeus will be
responsible. If this is the case, the Placee should take its own advice and
notify Zeus accordingly;
38) acknowledges that when a Placee or any person acting on behalf of the
Placee is dealing with Zeus, any money held in an account with Zeus on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules and
regulations of the FCA and that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated in accordance with the client money rules and will be
used by Zeus in the course of its business; and the Placee will rank only as a
general creditor of Zeus (as the case may be);
39) acknowledges and agrees that in order to ensure compliance with the
Regulations, Zeus (for itself and as agents on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Zeus or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at the Bookrunner's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity the Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, Zeus and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
40) acknowledges that the basis of allocation will be determined by Zeus and
the Company at their absolute discretion and that the right is reserved to
reject in whole or in part and/or scale back any participation in the Placing;
41) irrevocably authorises the Company and Zeus to produce this Announcement
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
42) acknowledges and agrees that its commitment to subscribe for Placing
Shares on the terms and conditions set out herein will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Zeus' conduct of
the Placing;
43) acknowledges and agrees that time is of the essence as regards its
obligations under this Appendix;
44) acknowledges and agrees that any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Zeus;
45) acknowledges and agrees that it will be bound by the terms of the
Articles and 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;
46) acknowledges and agrees that these terms and conditions in this Appendix
and all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Placing and any non-contractual obligations arising out of or
in connection with such agreements will 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 courts of England and Wales in relation to any
claim, dispute or matter arising out of or in connection with any such
agreements and any non-contractual obligations arising out of or in connection
with such agreements, 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 Zeus in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange; and
47) acknowledges and understands that the Company, Zeus, and others will
rely upon the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and Zeus (for their own
benefit and, where relevant, the benefit of Zeus or Arc Affiliate and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Zeus, any Arc Affiliate, or any
other person acting on behalf of any of such persons by a Placee to recover
any damage, cost, loss, charge or expense which it may suffer or incur by
reason of or arising from or in connection with the performance of its
obligations hereunder or otherwise howsoever in connection with the Placing or
Admission, to the extent permitted under English law.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Zeus 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to
hold harmless the Company and Zeus in the event that any of the Company or any
Arc Affiliate or Zeus has incurred any such liability to stamp duty or stamp
duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, 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 acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to amendment.
Zeus shall notify the Placees and any person acting on behalf of the Placees
of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges and
agrees that Zeus may, at their absolute discretion, agree to become a Placee
in respect of some or all of the Placing Shares.
The rights and remedies of Zeus and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to either of Zeus
and, if so, undertakes to provide:
a) if he is an individual, his nationality;
b) if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned; and
c) such other "know your client" information as Zeus may reasonably
request (including, in order to ensure compliance with the Regulations).
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Bookrunner.
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