REG - Atalaya Mining PLC - Proposed Placing to raise up to £39 million <Origin Href="QuoteRef">ATYM.L</Origin> - Part 2

Atalaya MiningAnnouncement

04/12/2017 07:10

- Part 2: For the preceding part double click  ID:nRSD2531Ya 

Shares or any ownership statement
issued under a direct registration system, as the case may be, will bear a
legend in substantially the following form and with the necessary information
inserted: 
 
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE 13 April, 2018" 
 
Such legend is in addition to any legend that may be required for certificated
Placing Shares pursuant to the US Investor Letter. 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 Barclays Bank Plc. 
 
Each Placee is deemed to agree that if it does not comply with these
obligations: (i) the Company may release itself (if it decides in its absolute
discretion to do so) and will be released from all obligations it may have to
issue any such Placing Shares to such Placee or at its direction which are
then unissued; (ii) the Company may exercise all rights of lien, forfeiture
and set-off over and in respect of any such Placing Shares to the fullest
extent permitted under its articles of association or otherwise by law and to
the extent that such Placee then has any interest in or rights in respect of
any such Placing Shares; (iii) the Company or the Bookrunners may sell (and
each of them is irrevocably authorised by such Placee to do so) all or any of
such Placing Shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable, the
Bookrunners (a) any amount up to the total amount due to it as, or in respect
of, subscription monies, or as interest on such monies, for any Placing
Shares; (b) any amount required to cover any stamp duty or stamp duty reserve
tax (together with any interest or penalties) arising on the sale of such
Placing Shares on such Placee's behalf; and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred by it in
respect of such sale; and (iv) such Placee shall remain liable to the Company
and to the Bookrunners (as applicable) for the full amount of any losses and
of any costs which any of them may suffer or incur as a result of it (a) not
receiving payment in full for such Placing Shares by the required time; and/or
(b) the sale of any such Placing Shares to any other person at whatever price
and on whatever terms are actually obtained for such sale by or for it. 
 
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 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 UK stamp duty
or stamp duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the Bookrunners
nor the Company shall be responsible for the payment thereof. Placees (or any
nominee or other agent acting on behalf of a Placee) will not be entitled to
receive any fee or commission in connection with the Placing. 
 
Further Terms, Representations, Confirmations and Warranties 
 
By submitting a bid and/or participating in the Bookbuild and Placing, each
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be) with each Bookrunner (in its capacity as a bookrunner and agent
for the Company, in each case as a fundamental term of its application for
Placing Shares) that: 
 
2          it has read and understood this Announcement in its entirety
(including this Appendix) and that its participation in the Bookbuild and the
Placing and its subscription for Placing Shares will be governed by, and
subject to, all the terms, conditions, representations, warranties,
acknowledgments, agreements and undertakings and other information contained
in this Announcement (including this Appendix); 
 
3          no prospectus, admission document or other offering document has
been or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or the Placing
Shares; 
 
4          it indemnifies on an after-tax basis and holds harmless each of the
Company, the Bookrunners, their respective Affiliates and any person acting on
their behalf 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 Announcement (including this Appendix) and further agrees
that the provisions of this Announcement (including this Appendix) shall
survive after completion of the Placing; 
 
5          (i) the Ordinary Shares are admitted to trading on AIM and listed
on the TSX and the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for Companies and
the rules and practices of the TSX (collectively, the "Exchange Information"),
which includes, inter alia, a description of the nature of the Company's
business and the Company's annual report and group financial statements for
2016; (ii) the Company is a reporting issuer and material documents related to
the Company are available under the Company's profile at www.sedar.com; (iii)
it is able to obtain or access such information without undue difficulty; and
(iv) it is able to access such information or comparable information
concerning any other publicly traded company, without undue difficulty and is
aware of the contents of the Exchange Information; 
 
6          none of the Bookrunners, the Company nor any of their respective
Affiliates nor any person acting on their behalf has provided it, and will not
provide it, with any material or information regarding the Placing Shares or
the Company other than the information included in this Announcement
(including this Appendix), nor has it requested either of the Bookrunners, the
Company nor any of their respective Affiliates or any person acting on their
behalf to provide it with any such material or information; 
 
7          the Placing Shares issued pursuant to the Placing may not be sold,
transferred or otherwise disposed on the TSX or, except pursuant to an
exemption from prospectus requirements under Canadian securities laws, to any
person in Canada, on the TSX or otherwise into Canada, for a period of four
months plus one day from the date of completion of the Placing; 
 
8          (i) it is not and, if different, the beneficial owner of the
Placing Shares is not, at the time the Placing Shares are acquired a resident
of Australia, Canada (unless it has completed a Investor Confirmation), Japan,
the Republic of Ireland or the Republic of South Africa, and (ii) that the
Placing Shares have not been and will not be registered under the securities
legislation of the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in or into those jurisdictions; 
 
9          the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither of the
Bookrunners, nor any of their respective Affiliates nor any person acting on
their behalf will be responsible for or has or shall have any liability for
any information, representation or statement contained in this Announcement
(including this Appendix) or any information previously or concurrently
published by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement (including this
Appendix) or otherwise; 
 
10         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 (including this Appendix) and any 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 of the business, financial or other position of the
Company in deciding to participate in the Placing and acknowledges that it is
has neither received nor relied on any other information given, investigation
made or representations, warranties or statements made by either of the
Bookrunners or the Company nor any of their respective Affiliates or any
person acting on their behalf and neither of the Bookrunners nor the Company
nor any of their respective Affiliates or any person acting on their behalf
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement; 
 
11         it has 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. It further confirms 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 of any investment in connection with the Placing. It
further confirms that it has had sufficient time to consider and conduct its
own investigation with respect to the offer and subscription for the Placing
Shares, including relevant tax, legal and other economic considerations and
has relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved, and not upon any view expressed or information
provided by or on behalf of either of the Bookrunners; 
 
12         if it is a pension fund or investment company, its acquisition of
Placing Shares is in full compliance with applicable laws and regulations; 
 
13         either (i) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation No 596/2014 ("MAR"),
including any confidential price sensitive information concerning the Company,
in accepting this invitation to participate in the Placing; or (ii) if it has
received any confidential price sensitive information about the Company in
advance of the Placing, it warrants that it has received such information
within the market soundings regime provided for in Article 11 of the MAR and
associated delegated regulations and has not (a) dealt (or attempted to deal)
in the securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c) disclosed such
information to any person, prior to the information being made publicly
available; 
 
14         it has not relied on any information relating to the Company
contained in any research reports prepared by either of the Bookrunners, their
respective Affiliates or any person acting on their or any of their respective
Affiliates' behalf and understands that (i) none of the Bookrunners, any of
their respective Affiliates or any person acting on their behalf has or shall
have any liability for public information or any representation; (ii) none of
the Bookrunners, any of their respective Affiliates, or 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) none
of the Bookrunners, any of their respective Affiliates, or 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         neither it, nor the person specified by it for registration as
holder of Placing Shares is, or is acting as nominee or agent for, and the
Placing Shares will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96
of the Finance Act of 1986 (depositary receipts and clearance services) and
the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer Placing
Shares into a clearance system; 
 
16         it is acting as principal only in respect of the Placing or, if it
is acting for any other person (i) it is duly authorised to do so and has full
power to make the acknowledgments, confirmations, undertakings,
representations, warranties and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or the
Bookrunners for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph 15 shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting; 
 
17         (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares 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 thereunder (including,
without limitation, in the case of any person on whose behalf it is acting,
all guarantees, consents and authorities to agree to the terms set out or
referred to in this Announcement (including this Appendix)) and complied with
all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto; (iii)
(if a company) it is a valid and subsisting company and has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to this participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf if it acting, all necessary consents and authorities to agree
to the terms referred to in this Announcement (including this Appendix) and
will honour such obligations; (iv) it has paid any issue, transfer or other
taxes due in connection with its participation in any territory; and (v) it
has not taken any action which will or may result in the Company, either of
the Bookrunners, any of their respective Affiliates 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; 
 
18         it understands, and each account which it represents has been
advised, that (i) the Placing Shares have not been and will not be registered
under the US Securities Act or under the applicable securities laws of any
state or other jurisdiction of the United States; (ii) the Placing Shares will
be subscribed for either (a) in an "offshore transaction" within the meaning
of Regulation S; or (b) in a transaction that is otherwise exempt from, or not
subject to, the registration requirements of the US Securities Act; and (iii)
no representation has been made as to the availability of any exemption under
the US Securities Act or any relevant state or other jurisdiction's securities
laws for the reoffer, resale, pledge or transfer of the Placing Shares; 
 
19         (i) its subscription for the Placing Shares has been or will be
made either (a) in an "offshore transaction" (within the meaning of Regulation
S); or (b) in a transaction that is otherwise exempt from, or not subject to,
the registration requirements of the US Securities Act, in which case it has
executed or will execute a US representation letter substantially in the form
provided to it by the Bookrunners (the "US Investor Letter") ; (ii) it is not
subscribing for any of the Placing Shares as a result of any form of "directed
selling efforts" within the meaning of Regulation S; (iii) it is not acquiring
the Placing Shares as a result of any general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D under the US
Securities Act); and (iv) it is acquiring the Placing Shares with investment
intent and it is not acquiring the Placing Shares with a view to reselling or
distributing any such Placing Shares within the meaning of the US Securities
Act; 
 
20         it (i) will not reoffer or resell, directly or indirectly, any of
the Placing Shares except in accordance with Regulation S under the US
Securities Act or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act; and (ii)
understands that upon the initial issuance of, and until such time as the same
is no longer required under the US Securities Act or applicable securities
laws of any state or other jurisdiction of the United States, any certificates
representing the Placing Shares (to the extent such Placing Shares are in
certificated form), and all certificates issued in exchange therefore or in
substitution thereof, shall bear a legend setting out the restrictions
relating to the transfer of the certificated security including with respect
to restrictions relating to the United States federal securities laws; 
 
21         it will not distribute, forward, transfer or otherwise transmit
this Announcement (including this Appendix) or any other materials concerning
the Placing (including any electronic copies thereof), in or into the United
States; 
 
22         if it is in Canada, it is an "accredited investor" as defined in
National Instrument 45-106 - Prospectus Exemptionsor Section 73.3 of the
Securities Act (Ontario), as applicable, has completed the Canadian
representation letter (the "Canadian Investor Letter") (including the
appendices thereto); 
 
23         it acknowledges that: (i) no securities commission or similar
regulatory authority has reviewed or passed on the merits of the Placing
Shares; (ii) there is no government or other insurance covering the Placing
Shares; (iii) there are risks associated with the purchase of the Placing
Shares and it is aware of the risks and other characteristics of the Placing
Shares; and (iv) there are restrictions on its ability to resell the Placing
Shares and it is its responsibility to find out what those restrictions are
and to comply with them before selling the Placing Shares; 
 
24         if it is in Canada, the funds representing the Placing Price in
respect of the Placing Shares which will be advanced by or on behalf of the
Placee to the Company hereunder will not represent proceeds of crime for the
purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (the "PCMLTF Act") and the Placee acknowledges that the Company
may in the future be required by law to disclose the Placee's name and other
information relating to the Placing and the Placee, on a confidential basis,
pursuant to the PCMLTF Act; 
 
25         to the best of its knowledge, none of the subscription funds to be
provided hereunder: (i) have been or will be obtained or derived, directly or
indirectly, from or related to any activity that is deemed illegal under the
laws of Canada or the United States or any other jurisdiction, or (ii) are
being tendered on behalf of a person or entity who has not been identified to
it; it shall promptly notify the Company and the Bookrunners with whom the
Placee is dealing if it discovers that any such representation ceases to be
true, and shall provide the Company with appropriate information in connection
therewith; 
 
26         it acknowledges that the Company may complete additional financings
in the future to develop the proposed business of the Company and to fund its
ongoing development.  There is no assurance that such financings will be
completed or available and if available, that they will be on reasonable
terms.  Any such future financings may have a dilutive effect on shareholders
of the Company at such time, including the Placee, and that if such future
financings are not available, the Company may be unable to fund its ongoing
development and the lack of capital resources may result in the failure of its
business venture; 
 
27         if it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares subscribed for by it in
the Placing will not be subscribed for on a non-discretionary basis on behalf
of, nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the European Economic Area which has implemented
the Prospectus Directive other than "qualified investors" as defined in
Article 2.1(e) of the Prospectus Directive, or in circumstances in which the
prior consent of the Bookrunners has been given to the offer or resale; 
 
28         it has not offered or sold and will not offer or sell any Placing
Shares to the public in any member state of the European Economic Area except
in circumstances falling within Article 3(2) of the Prospectus Directive which
do not result in any requirement for the publication of a prospectus pursuant
to Article 3 of the Prospectus Directive; 
 
29         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 either of the Bookrunners in its capacity as an
authorised person 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; 
 
30         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; 
 
31         it (i) has complied with its obligations under MAR, the Criminal
Justice Act 1993, section 118 of FSMA, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and
Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (each as amended) and the
Money Laundering Sourcebook of the FCA, and (ii) is not a person: (a) with
whom transactions are prohibited under the Foreign Corrupt Practices Act of
1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations  ((i) and (ii), together, the
"Regulations") 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 as required by the Regulations; 
 
32         if in the United Kingdom, it and any person acting on its behalf is
a person (i) falling within Article 19(5) of the Order; (ii) falling within
Article 49(2)(A) to (D) of the Order; or (iii) to whom this Announcement may
otherwise be lawfully communicated and undertakes that it will subscribe for,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business only; 
 
33         if in a member state of the European Economic Area, it is a
"qualified investor" within the meaning of the Prospectus Directive; 
 
34         no action has been or will be taken by the Company, either of the
Bookrunners nor any of their Affiliates or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose is
required; 
 
35         it (and any person acting on its behalf) will pay for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as either Bookrunner
may, in its absolute discretion, determine and it 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 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; 
 
36         none of the Bookrunners, any of their Affiliates or 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 that its participation in the Placing is on
the basis that it is not and will not be a client of either of the
Bookrunners, and none of the Bookrunners, any of their Affiliates or any
person acting on their behalf has any fiduciary or other duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or 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 any of the Bookrunners' respective rights and obligations
thereunder, including any right to waive or vary any condition or exercise any
termination right contained therein; 
 
37         it has the funds available to pay for the Placing Shares for which
it has agreed to subscribe and (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) itself; or (b) its
nominee, as the case may be; (ii) neither of the Bookrunners 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 subscribe for the Placing Shares and
agrees to indemnify on an after tax basis and hold harmless the Company, each
of the Bookrunners and their respective Affiliates in respect of the same on
the basis that the Placing Shares will be allotted to the CREST stock account
of the relevant Bookrunner 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; 
 
38         these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements), other than
the US Investor Letter and the Canadian Investor Letter, shall be governed by
and construed in accordance with the laws of England and Wales and it
irrevocably 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 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 Bookrunners 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; 
 
39         it irrevocably appoints any director of the relevant Bookrunner as
its agent for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing; 
 
40         it is not a resident of any Restricted Territory and acknowledges
that the Placing Shares have not been and will not be registered nor will a
prospectus be cleared in respect of the Placing Shares under the securities
legislation of any Restricted Territory and, subject to certain exceptions,
may not be offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Restricted Territory; 
 
41         any person who confirms to either Bookrunner on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises either
Bookrunner to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee; 
 
42         the agreement to settle each Placee's subscription for Placing
Shares (and/or the subscription by a person for whom it is contracting as
agent) free of UK 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 of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such arrangements, or the
settlement related to other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor
either of the Bookrunners will be responsible. If this is the case, the Placee
should take its own advice and notify the Bookrunners accordingly and agrees
to indemnify on an after-tax basis and to hold harmless the Company and the
Bookrunners in the event that any of the Company and/or either of the
Bookrunners has incurred any such liability to stamp duty or stamp duty
reserve tax; 
 
43         the Placing Shares will be issued and/or transferred subject to the
terms and conditions set out in this Announcement (including this Appendix); 
 
44         when a Placee or any person acting on behalf of the Placee is
dealing with the relevant Bookrunner, any money held in an account with the
relevant Bookrunner on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be segregated
from the relevant Bookrunners' money in accordance with the client money rules
and will be used by the relevant Bookrunner in the course of its business; and
the Placee will rank only as a general creditor of the relevant Bookrunner (as
the case may be); 
 
45         in order to ensure compliance with the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017,
the Bookrunners (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the Bookrunners or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Bookrunners absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunners' 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 Bookrunners (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, the Bookrunners (or either of them)
and/or the Company may, at their 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; 
 
46         the basis of allocation will be determined by the Bookrunners and
the Company at their absolute discretion. The right is reserved to reject in
whole or in part and/or scale back any participation in the Placing; 
 
47         it acknowledges and agrees that any Placing Shares that it is
allocated in the Placing delivered through CREST will be allotted and issued
to the Depositary, and that the Company shall procure that the Depositary
shall issue Depositary Interests representing the Placing Shares allocated to
it in accordance with the procedures set out under 'Registration and
settlement' herein, and that the Bookrunners shall have no responsibility or
liability in respect of the acts of, or failure to act by, the Depositary; 
 
48         it irrevocably authorises the Company and the Bookrunners and any
of their respective Affiliates to produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein; 
 
49         its commitment to subscribe for Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in future be made
to the terms and conditions 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 the Bookrunners' conduct of the Placing; 
 
50         it shall not make any claim against the Company, the Bookrunners,
their respective Affiliates or any other person acting on behalf of any of
such persons by a Placee to recover any damage, cost, charge or expense which
it may suffer or incur by reason of or arising from the carrying out by it of
the work to be done by it pursuant hereto or the performance of its
obligations hereunder or otherwise in connection with the Placing; 
 
51         it 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
in or outside the UK by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to subscribe for any Placing
Shares; 
 
52         in connection with the Placing, the Bookrunners or any of their
Affiliates acting as an investor for its own account may subscribe for Placing
Shares in the Company and in that capacity may subscribe for, retain, purchase
or sell for its own account such ordinary shares in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing.
Neither of the Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so; 
 
53         the rights and remedies of the Bookrunners 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; 
 
54         it may be asked to disclose in writing or orally to either of the
Bookrunners (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned; 
 
55         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 (including this Appendix); and 
 
56         the foregoing acknowledgements, agreements, undertakings,
representations and warranties referred to above are given for the benefit of
each of the Company and the Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable. The Company, the Bookrunners and their
respective Affiliates and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations, warranties and
agreements made in connection with its acquiring of Placing Shares is no
longer accurate, it shall promptly notify the Company and the Bookrunners. 
 
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Bookrunners and/or any of their respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any such changes. 
 
This Announcement (including this Appendix) has been issued by the Company and
is the sole responsibility of the Company. 
 
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