Providence Resources - Proposed Fundraising
17/06/2022 10:45
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RNS Number : 2903P Providence Resources PLC 17 June 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR
RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING
ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
Terms and conditions used in this announcement have the meaning ascribed to
them in Appendix II to this announcement unless the context requires
otherwise.
Providence Resources P.l.c.
Proposed fundraising to raise up to approximately US$1.8 million
Dublin and London - 17 June 2022 - Providence Resources P.l.c. (PVR LON, PRP
ID), the Irish based energy company ("Providence" or the "Company"), announces
its intention to conditionally raise up to approximately $1.8 million (before
expenses) (the "Fundraising") through the issue of Placing Securities and
Subscription Securities (each of which shall comprise one New Ordinary Share
and one 1.5p Warrant) at a price of STG£0.015 each (the "Issue Price"). The
Fundraising comprises a placing to institutional and other investors (the
"Placing") and a subscription by certain investors as described further below
(the "Subscription").
The Issue Price represents a discount of 35 per cent. to the closing price of
STG£0.023 on 16 June 2022, being the latest practicable date on which the
Company's shares traded on AIM and Euronext Growth ahead of this announcement.
The Placing is being conducted through an accelerated Book Build process (the
"Book Build") which is being managed by Davy, the Company's broker (the
"Bookrunner").
The Book Build will open with immediate effect following release of this
announcement. The final amount to be raised pursuant to the Fundraising and
the number of Placing Securities to be issued in the Placing will be agreed by
the Bookrunner and the Company at the close of the Book Build. The timing of
the closing of the Book Build and allocations are at the discretion of the
Bookrunner and the Company. Details of the number of Placing and Subscription
Securities to be issued will be announced as soon as practicable after the
close of the Book Build.
Reasons for the Fundraising and Use of proceeds
The Fundraising is required to address the Company's near-term working capital
requirements as well as to pursue its Lease Undertaking application for
Barryroe. Providence continues to press the DECC for consent to its Barryroe
lease undertaking application. In addition, some of the proceeds will be used
to progress preparation for an appraisal well in 2023, subject to award of the
Lease Undertaking.
The Warrants
One class of warrants, the 1.5p Warrants, will be issued to Placees and
Subscribers.
Placees and Subscribers will, subject to certain terms and conditions, be
issued one 1.5p Warrant for each Placing Share or Subscriber Share (as
appropriate) acquired by them in the Fundraising.
The allotment and issue of the Warrants is subject to and conditional upon the
passing of the Warrant Resolutions at the AGM by the requisite number of
shareholders as required pursuant to the Companies Act (the "Warrant
Condition"). If the Warrant Condition is not satisfied, the Warrants will not
be issued to the Placees and Subscribers. The issue of the Placing Shares and
Subscription Shares is not conditional on the passing of the Warrant
Resolutions.
On issue, the Warrants will entitle holders to subscribe for one new Ordinary
Share for each Warrant held at an exercise price of £0.015 per Ordinary Share
at any time for a period of 12 months following the passing of the Warrant
Resolutions.
If the Warrants are not exercised by their respective final exercise dates
(being the date falling 12 months following the date of satisfaction of the
Warrant Condition) the Warrants shall lapse and shall no longer be capable of
being exercised.
The Warrants will be non-transferable and issued in registered form, with the
register of Warrants being kept by the registrar of the Company.
Warrant certificates representing the relevant number of Warrants to be issued
to Placees and Subscribers, are expected to be despatched by post within 14
Business Days of the date of satisfaction of the Warrant Condition, at the
sole risk of warrant holders.
Details of the Fundraising
The Placing
The Placing is subject to the terms and conditions set out in the Appendix
(which forms part of this announcement, such announcement and the Appendix
together, the "Announcement").
Application will be made to the London Stock Exchange and Euronext Dublin for
the New Ordinary Shares to be admitted to trading on AIM and Euronext Growth.
It is expected that admission to trading on each exchange ("Admission") will
become effective and that dealings in the New Ordinary Shares will commence on
AIM and Euronext Growth at 8.00am on 22 June 2022.
The New Ordinary Shares will be issued and credited as fully paid and will
rank in full for all dividends and other distributions declared, made or paid
after the date of their allotment and will otherwise rank on Admission pari
passu in all respects with each other and with the existing Ordinary Shares in
the Company.
Issue of Placing Shares - Conditions
The issue of the Placing Shares is conditional upon, amongst other things:
· the Bookrunner and the Company agreeing the number of Placing
Securities at the close of the BookBuild;
· the Placing Agreement having become unconditional (save for
Admission and the Warrant Condition) and not having been terminated in
accordance with its terms prior to Admission;
· the Subscription Agreements having become unconditional (save for
Admission and the Warrant Condition); and
· Admission taking place by no later than 8.00am on 22 June 2022
(or such later date as the Bookrunner may agree in writing with the Company),
being not later than 8.00am on the Long Stop Date.
If any of these conditions are not satisfied, the Placing Securities will not
be issued, the Admission of the New Ordinary Shares will not take place and
the Placing Warrants will not be issued.
Issue of Placing Warrants - Additional Condition
In addition to the foregoing conditions, the allotment, issue and exercise of
the Placing Warrants is conditional upon the satisfaction of the Warrant
Condition. If the Warrant Condition is not satisfied, the Placing Warrants
will not be issued.
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company,
have agreed to use its reasonable endeavours to procure subscribers for the
Placing Securities at the Issue Price. The Placing Agreement contains
customary warranties given by the Company in favour of the Bookrunner in
relation to, inter alia, the accuracy of the information in this announcement
and other matters relating to the Company and its business.
The Bookrunner has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a breach of
any of the warranties or a material adverse change.
The Placing Agreement also provides for the Company to pay all costs, charges
and expenses of, or incidental to, the Placing and Admission including all
legal and other professional fees, commissions and expenses.
The Placing Securities have not been made available to the public and have not
been offered or sold in any jurisdiction where it would be unlawful to do so.
The Subscription
The Company has entered into subscription agreements with a number of
investors (the "Subscribers") dated 17 June 2022 (the "Subscription
Agreements") pursuant to which each of the Subscribers have, respectively,
agreed, conditional upon Admission occurring, the Placing Agreement becoming
otherwise unconditional save for the Warrant Condition and not having been
terminated on or before Admission, to subscribe for Subscription Securities at
the Issue Price.
The issue by the Company of the Subscription Warrants is subject to the
satisfaction of the Warrant Condition. If the Warrant Condition is not
satisfied by the Company, the Subscription Warrants will be not be issued to
the Subscribers.
The Subscription Agreement contains customary representations and warranties:
a) from the Company in favour of each of the Subscribers,
respectively; and
b) from each of the Subscribers, respectively in favour of the
Company.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the "Important Notices" section of this Announcement, to
the detailed terms and conditions of the Placing and further information
relating to the Book Build described in the Appendix to this Announcement
(which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Securities, investors will be deemed to have
read and understood this Announcement in its entirety (including the
Appendix), and to be making such offer on the terms and subject to the
conditions of the Placing contained herein, and to be providing the
representations, warranties and acknowledgements contained in the Appendix.
Expected timetable
Announcement of the Fundraising 17 June 2022
Announcement of the results of the Placing 17 June 2022
Admission effective and dealings in New Ordinary Shares expected to commence 8.00am on 22 June 2022
on AIM and Euronext Growth
Notes:
(i) Each of the times and dates shown above and elsewhere in this
announcement are indicative and accordingly are subject to change.
(ii) References to time in this announcement are to Dublin time unless
otherwise stated.
(iii) If any of the above times and/or dates change, the revised time(s)
and/or date(s) will be notified to Shareholders by announcement through a
Regulatory Information Service.
(iv) The allotment and issue of the Warrants is subject to and
conditional upon the satisfaction of the Warrant Condition.
Exchange rates
The following exchange rates have been applied for the purposes of this
Announcement
EURUSD
1.050
GBPUSD
1.229
GBPEUR
1.170
Further information
For further information please contact the following:
Providence Resources P.l.c.
Tel: +353 1 219 4074
James Menton / Job Langbroek
J&E Davy
Tel: +353 1 679 6363
Anthony Farrell / Orla Cowser
MEDIA ENQUIRIES
AM O'Sullivan PR Limited
Tel: +353 021 466 3076
Important Notices
This Announcement is released by Providence Resources plc and contains inside
information for the purposes of Article 7 of MAR, encompassing information
relating to the Fundraising described above, and is disclosed in accordance
with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this Announcement is being made on behalf of the Company by
James Menton, Chairman of Providence Resources P.l.c..
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
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 the FCA, the CBI, the London Stock Exchange,
Euronext Dublin or applicable law, the Company expressly disclaims any
obligation or undertaking to release publicly 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 is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
The Placing Securities have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold,
delivered or transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Company does not intend to register any portion of the Placing in
the United States or to conduct a public offering of securities in the United
States.
This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of FSMA and a copy of it has not been, and will not
be, delivered to the FCA in accordance with the Prospectus Rules or delivered
to any other authority which could be a competent authority for the purpose of
the Prospectus Directive. Its contents have not been examined or approved by
the London Stock Exchange plc, nor has it been approved by an "authorised
person" for the purposes of Section 21 of FSMA. This Announcement is being
distributed to persons in the United Kingdom only in circumstances in which
section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the Prospectus Regulation (EU) 2017/1129 ("Qualified
Investors") and (b) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or are high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in article 49(2) of
the Order and (ii) are "qualified investors" as defined in section 86 of FSMA
and (c) otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as "Relevant
Persons"). Any investment in connection with the Placing will only be
available to, and will only be engaged with, Relevant Persons. Any person who
is not a Relevant Person should not act or rely on this Announcement or any of
its contents.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner (apart from the responsibilities or liabilities
that may be imposed by the FSMA or other regulatory regime established
thereunder) 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 therefor is expressly
disclaimed.
Davy, which is authorised and regulated in Ireland by the Central Bank of
Ireland, is acting as Euronext Growth Advisor (pursuant to the Euronext Growth
Rules) and as the Company's nominated adviser (under the AIM Rules) and broker
to the Company. Davy will not be responsible to any person other than the
Company for providing the protections afforded to clients of Davy or for
providing advice to any other person in connection with the Placing. Davy
accepts no liability whatsoever for the accuracy of any information or
opinions contained in this Announcement or for the omission of any material
information, for which it is not responsible. Davy has not authorised the
contents of, or any part of, this Announcement and no liability whatsoever is
accepted by Davy for the accuracy of any information or opinions contained in
this Announcement or for the omission of any information from this
Announcement.
The distribution of this Announcement and the offering of the Placing
Securities in certain jurisdictions may be restricted by law. No action has
been taken by the Company or the Bookrunner that would permit an offering of
such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe
such restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The Placing Securities to
which this Announcement relates may be illiquid and / or subject to
restrictions on their resale. Prospective purchasers of the Placing Securities
should conduct their own due diligence, analysis and evaluation of the
business and date described in this Announcement, including the Placing
Securities. The pricing and value of securities can go down as well as up.
Past performance is not a guide to future performance. The contents of this
Announcement are not to be construed as financial, legal, business or tax
advice. If you do not understand the contents of this Announcement you should
consult an authorised financial adviser, legal adviser, business adviser or
tax adviser for financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the U.S. Securities Act or the
applicable laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Securities
have been subject to a product approval process, which has determined that
such Placing Securities are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID
II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Securities
may decline and investors could lose all or part of their investment; the
Placing Securities offer no guaranteed income and no capital protection; and
an investment in the Placing Securities is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
each of the Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties or who are Relevant Persons,
as that term is defined above. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Securities. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Securities and determining appropriate distribution channels.
Appendix 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE
REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE
"QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO
OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE
AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR 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 THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SECURITIES IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SECURITIES.
Persons (including individuals, funds or otherwise) who are invited to and who
have chosen to participate in the Placing (and any person acting in such
person's behalf), by making an oral or written offer to subscribe for Placing
Securities will be deemed to have read and understood this Announcement,
including this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Securities has been given. In
particular, each such Placee represents, warrants and acknowledges that:
1 it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Securities that
are allocated to it for the purposes of its business;
2 in the case of any Placing Securities acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation, (i) the Placing Securities acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any member state of the EEA or to which the
Prospectus Regulation otherwise applies other than Qualified Investors or in
circumstances in which the prior written consent of the Bookrunner has been
given to the offer or resale; or (ii) where Placing Securities have been
acquired by it on behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Securities to it is not
treated under the Prospectus Regulation as having been made to such persons;
3 except as otherwise permitted by the Bookrunner, (i) it and
the person(s), if any, for whose account or benefit it is acquiring the
Placing Securities are purchasing the Placing Securities in an "offshore
transaction" as defined in Regulation S under the Securities Act; (ii) it is
aware of the restrictions on the offer and sale of the Placing Securities
pursuant to Regulation S; and (iii) the Placing Securities have not been
offered to it by means of any "directed selling efforts" as defined in
Regulation S;
4 it is acquiring the Placing Securities for its own account
or is acquiring the Placing Securities for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements and
agreements contained in this Announcement;
5 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions set out
in this Appendix;
6 it acknowledges that the Placing Securities have not been
and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States;
7 the allotment and issue of the Placing Warrants to the
Placees is subject to and conditional upon the satisfaction of the Warrant
Condition; and
8 the Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements.
The Placing Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action.
Details of the Placing
The Bookrunner has entered into a placing agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
the Bookrunner has agreed to use its reasonable endeavours to procure
subscribers for the Placing Securities at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects.
The New Ordinary Shares will, when issued, rank pari passu in all respects
with the existing Ordinary Shares in the Company, including the right to
receive dividends and other distributions declared, made or paid after the
date of their allotment.
The allotment and issue of the Placing Warrants to the Placees is subject to
and conditional upon the satisfaction of the Warrant Condition. If the Warrant
Condition is not satisfied by the Company, the Placing Warrants will be not be
issued to the Placees.
Subject to the above, the Placing Warrants will, when issued, be subject to
the Warrant Instrument and evidenced by a Warrant Certificate. Each 1.5p
Warrant will entitle the holder to subscribe for one new Ordinary Share at an
exercise price of STG£0.015 per Ordinary Share at any time for a period of 12
months following the passing of the Warrant Resolutions.
Application for admission to trading
Application for Admission in respect of the New Ordinary Shares will be made
to both the London Stock Exchange and Euronext Dublin. It is expected that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on AIM and Euronext Growth at 8.00am on 22 June 2022, and in any
event no later than 30 June 2022.
Book Build
The Bookrunner will today commence the Book Building process in respect of the
Placing (the "Book Build") to determine demand for participation in the
Placing by Placees. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Securities.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Book Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
The Bookrunner is arranging the Placing as agents for and on behalf of the
Company. Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by the Bookrunner. The
Bookrunner's agents and its respective affiliates are each entitled to enter
bids in the Book Build as principal.
The number of Placing Securities to be issued will be agreed between the
Bookrunner and the Company following completion of the Book Build. The number
of Placing Securities will be announced on a Regulatory Information Service
following the completion of the Book Build.
To bid in the Book Build, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Davy. Each bid should state the
number of Placing Securities which the prospective Placee wishes to acquire at
the Issue Price established by the Company and the Bookrunner. Bids may be
scaled down by the Bookrunner on the basis referred to below.
The Book Build is expected to close on 17 June 2022, but may be closed earlier
or later at the absolute discretion of the Bookrunner. The Bookrunner may, in
agreement with the Company, accept bids that are received after the Book Build
has closed. The Company reserves the right (upon the agreement of the
Bookrunner) to reduce or seek to increase (subject to the maximum size
referred to in the Announcement) the amount to be raised pursuant to the
Placing.
The Bookrunner will determine in its absolute discretion (in consultation with
the Company) the extent of each Placee's participation in the Placing, which
will not necessarily be the same for each Placee and this will be confirmed
orally or in writing by the Bookrunner as agent of the Company
("Confirmation"). No element of the Placing will be underwritten. Confirmation
will constitute an irrevocable legally binding commitment upon that person
(who will at that point become a Placee) to subscribe for the number of
Placing Securities allocated to it at the Issue Price on the terms and
conditions set out in this Appendix (a copy of the terms and conditions having
been provided to the Placee prior to or at the same time as such oral or
written confirmation) and in accordance with the Articles. Each prospective
Placee's allocation and commitment will be evidenced by a contract note or an
electronic trade confirmation issued to such Placee by the Bookrunner. The
terms of this Appendix will be deemed incorporated by reference therein. For
the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable
legally binding agreement, subject to the Placing Agreement not having been
terminated, to pay the aggregate settlement amount for the Placing Securities
to be subscribed for by that Placee regardless of the total number of Placing
Securities (if any) subscribed for by any other investor(s) and, except with
the consent of the Bookrunner, the Confirmation will not be capable of
variation or revocation after the time at which it is submitted.
The Bookrunner reserves the right to scale back the number of Placing
Securities to be subscribed by any Placee in the event of an oversubscription
under the Placing. The Bookrunner also reserves the right not to accept offers
for Placing Securities or to accept such offers in part rather than in whole.
Each Placee will be required to pay to the relevant Bookrunner (or as it may
direct), on the Company's behalf, the Issue Price for each Placing Security
agreed to be acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing Securities
under the Placing will be owed to the Bookrunner and the Company. Each Placee
has an immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner, to pay to the Bookrunner (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Securities such Placee has agreed to subscribe for. Each Placee will be deemed
to have read and understood this Appendix in its entirety, to be participating
in the Placing upon the terms and conditions contained in this Appendix, and
to be providing the representations, warranties, agreements, acknowledgements
and undertakings, in each case as contained in this Appendix. To the fullest
extent permitted by law and applicable FCA rules (the "FCA Rules") and CBI
rules, (i) the Bookrunner, (ii) nor any of its directors, officers, employees
or consultants, or (iii) to the extent not contained within (i) or (ii), any
person connected with the Bookrunner as defined in the FCA Rules ((i), (ii)
and (iii) being together "affiliates" and individually an "affiliate"), shall
have any liability to Placees or to any person other than the Company in
respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Securities 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'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Termination of the
Placing Agreement'. In the event that the Placing Agreement is not entered
into or does not otherwise become unconditional in any respect or, after
having been entered into, is terminated, the Placing will not proceed and all
funds delivered by the Placee to the Bookrunner (or as it may direct) in
respect of the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
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 otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including the Appendices, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
the Appendices. To the fullest extent permissible by law, neither the Company,
nor the Bookrunner nor any of its respective affiliates 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 of its
affiliates shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunner's conduct of the Book
Build or of such alternative method of effecting the Placing as the Bookrunner
and the Company may agree.
Conditions of the issue of the Placing Shares
The obligations of the Bookrunner under the Placing Agreement in respect of
the Placing Securities are conditional on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be performed
prior to Admission);
(b) the Placing Agreement having become unconditional (save for
Admission and the Warrant Condition) and not having been terminated in
accordance with its terms prior to Admission;
(c) the Subscription Agreements having
become unconditional (save for Admission and the Warrant Condition); and
(d) Admission having occurred not later than 8.00am on 22 June
2022 or such later date as the Company and the Bookrunner may agree in
writing, but in any event not later than 8.00am on the Long Stop Date.
Conditions of the allotment and issue of the Placing Warrants
In addition to the foregoing conditions, the allotment and issue of the
Placing Warrants is subject to the satisfaction of the Warrant Condition. If
the Warrant Condition is not satisfied, the Placing Warrants will not be
issued.
If (i) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by the Bookrunner by the respective time or date where
specified, (ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and obligations
hereunder in relation to the Placing Securities shall cease and terminate at
such time and each Placee agrees that no claim can be made by the Placee in
respect thereof. The Bookrunner at its absolute discretion may waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement or
otherwise extend the time for fulfilment of all or any part of such
conditions. Any such waiver or extension will not affect Placees' commitments
as set out in this Announcement (including this Appendix).
Neither the Bookrunner, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Bookrunner.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the Placing
Securities by giving notice to the Company if, amongst other things:
(a) the Company has failed to or is unable to comply with any
of its obligations under the Placing Agreement in any material respect; or
(b) any statement in the placing documents has become or been
discovered to be untrue, inaccurate or misleading or that there has been a
material omission therefrom; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by reference to the
facts then subsisting), untrue, inaccurate or misleading; or
(d) there shall have occurred (i) any change, or development
involving a prospective change, in national or international, military,
diplomatic, monetary, economic, political, financial, industrial or market
conditions or exchange rates or exchange controls, or any incident of
terrorism or outbreak or escalation of hostilities or any declaration by the
UK, the Republic of Ireland or the US of a national emergency or war or any
other calamity or crisis; or (ii) a suspension of trading in securities
generally on the London Stock Exchange, Euronext Dublin or New York Stock
Exchange or trading is limited or minimum prices established on any such
exchange; or (iii) a declaration of a banking moratorium in London, Dublin or
by the US federal or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services in the US,
the Republic of Ireland or the UK, which, in each case, in the opinion of the
Bookrunner acting in good faith, would or would be likely to prejudice
materially the Company or the Placing, or make the success of the Placing
doubtful or makes it impracticable or inadvisable to proceed with the Placing.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree 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 it
does not make any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
submitted to be approved by the FCA, CBI or submitted to the London Stock
Exchange or Euronext Dublin in relation to the Placing and Placees'
commitments will be made solely on the basis of their own assessment of the
Company, the Placing Securities and the Placing based on the Company's
publicly available information taken together with the information contained
in this Announcement (including this Appendix) released by the Company today
and any information publicly announced to a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this Announcement, and
subject to the further terms set forth in the contract note to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, the Bookrunner or any other person and neither
the Bookrunner nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee should consider
any information in this Announcement (including this Appendix) to be legal,
tax or business advice. Each Placee should consult its own legal adviser, tax
adviser and/or business adviser for legal, tax and business advice regarding
an investment in the Placing Securities. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN IE00B66B5T26) following
Admission will take place within the central securities depositary system
administered by Euroclear Bank SA/NV ("Euroclear Bank") (the "Euroclear
System"), using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Bookrunner reserves the right
to require settlement for and delivery of the Placing Shares to Placees by
such other means that they deem necessary, if delivery or settlement is not
possible or practicable within the Euroclear System within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
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 and settlement instructions.
Placees should settle against Euroclear ID: EC 66909 for Davy. It is expected
that such trade confirmation will be despatched on 17 June 2022 and that this
will also be the trade date. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing Euroclear system or certificated settlement instructions
which it has in place with the Bookrunner.
It is expected that settlement will be on 22 June 2022 on a delivery versus
payment basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the 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 SONIA as determined by the
Bookrunner.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Bookrunner 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 Bookrunner'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.
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 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 the Bookrunner or 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 and warranties
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) acknowledges, undertakes, represents,
warrants and agrees (as the case may be) that:
1 it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Placing and its
acquisition of Placing Securities is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2 it has received this Announcement solely for its use and has
not redistributed or duplicated it and it will not redistribute or duplicate
this Announcement or any other materials concerning the Placing (including any
electronic copies thereof);
3 no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering document in
connection with the Book Build, the Placing or the Placing Securities;
4 its participation in the Placing shall also be subject to
the provisions of the Placing Agreement and the Articles;
5 that the allotment and issue of the Placing Warrants is
subject to the satisfaction by the Company of the Warrant Condition and, if
the Warrant Condition is not so satisfied the Placing Warrants will not be
issued to the Placee;
6 (i) it has made its own assessment of the Company, the
Placing Securities and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company prior to the
date of this Announcement (the "Publicly Available Information"); (ii) the
Ordinary Shares are admitted to trading on AIM and Euronext Growth, and the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM and Euronext
Growth (collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information concerning any
other publicly traded company without undue difficulty and (iii) it has had
access to such financial and other information (including the business,
financial condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Securities, as well as the opportunity to
ask questions) concerning the Company, the Placing and the Placing Securities
as it has deemed necessary in connection with its own investment decision to
acquire any of the Placing Securities and has satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing;
7 neither the Bookrunner, the Company nor any of their
respective affiliates, agents, directors, officers, employees or any person
acting on behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Securities or the Company other than the
information included in this Announcement; nor has it requested the
Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;
8 the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither the
Bookrunner, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously 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 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 itself to subscribe for the Placing
Securities is contained in this Announcement and any Publicly Available
Information (including the Exchange information), such information being all
that it deems necessary to make an investment decision in respect of the
Placing Securities and that it has neither received nor relied on any other
information given or representations, warranties or statements made by the
Bookrunner or the Company or their respective affiliates and none of the
Bookrunner nor the Company nor their respective affiliates 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. Each
Placee further acknowledges and agrees 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;
9 to the extent it has received any inside information (for
the purposes of MAR) in relation to the Company and its securities, it 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) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
10 neither the Bookrunner nor any person acting on its behalf nor
any of its respective affiliates has or shall have any liability for any
Publicly Available Information (including any Exchange Information), or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
11 it has complied with its obligations under the Criminal Justice
Act 1993 and MAR and in connection with money laundering and terrorist
financing under the Criminal Justice (Money Laundering and Terrorist
Financing) Act 2010 (as amended), the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended) and
the Money Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
(the "Regulations") and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof or under or under any other applicable
equivalent Irish legislation and the Money Laundering Sourcebook of the FCA
and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the Regulations;
12 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Securities subscribed
for 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 EEA or to which the Prospectus Regulation
otherwise applies other than to qualified investors, or in circumstances in
which the prior written consent of the Bookrunner has been given to the
proposed offer or resale;
13 it has not offered or sold and will not offer or sell any
Placing Securities to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
14 it has not offered or sold and will not offer or sell any
Placing Securities to persons in the EEA prior to Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation (including any relevant
implementing measure in any member state);
15 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 Securities in circumstances in which section 21(1) of
FSMA does not require approval of the communication by an authorised person;
16 it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to the Placing
Securities in, from or otherwise involving, the United Kingdom;
17 if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, and is a
qualified investor as defined in Section 86 of FMSA or is a person to whom
this Announcement may otherwise be lawfully communicated;
18 any offer of Placing Securities may only be directed at persons
in member states of the EEA who are "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation and represents and agrees that,
in the EEA, it is such a qualified investor or otherwise, to persons to whom
it may otherwise be lawful to communicate it.;
19 (i) it and any person acting on its behalf is entitled to
subscribe for Placing Securities under the laws of all relevant jurisdictions
which apply to it, (ii) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing (including executing and delivering all documents
necessary for such participation), (iii) it is and will remain liable to the
Company and/or the Bookrunner for the performance of all of its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations, and that its subscription of the Placing Securities will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise, (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, the Bookrunner or any of its 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. Each Placee
agrees that the provisions of this paragraph 18 shall survive the resale of
the Placing Securities by or on behalf of any person for whom it is acting;
20 the Placing Securities have not been and will not be registered
under the Securities Act or with any securities regulatory authority of any
state or jurisdiction of the United States, or the relevant Australian,
Canadian, Japanese, New Zealand or South African securities legislation and
therefore the Placing Securities may not be offered, sold, transferred or
delivered directly or indirectly into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or their respective
territories and possessions, except subject to limited exemptions;
21 it has complied with all relevant laws and regulations of all
relevant territories, obtained all requisite governmental or other consents
which may be required in connection with the Placing Securities, complied with
all requisite formalities and that it has not taken any action or omitted to
take any action which will or may result in the Bookrunner, the Company or any
of its respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any territory in connection
with the Placing;
22 its purchase of Placing Securities does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation to prepare
or file a prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;
23 it (and any person acting on its behalf) will make payment for
the Placing Securities allocated to it in accordance with this Announcement on
the due time and date set out herein, failing which the relevant Placing
Securities may be placed with other subscribers or sold as the Bookrunner may
in its 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 Issue Price
and the number of Placing Securities allocated to it and may be required to
bear any stamp duty for 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
Securities on its behalf;
24 neither the Bookrunner nor any of its respective affiliates,
nor any person acting on behalf 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 the Bookrunner for the
purposes of the Placing and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to their clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
25 the person whom it specifies for registration as holder of the
Placing Securities will be (i) itself or (ii) its nominee, as the case may be.
Neither the Bookrunner 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. Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing and it agrees to indemnify the Company
and the Bookrunner in respect of the same on the basis that the (i) Placing
Securities will be allotted to the Euroclear Bank securities clearance account
of the Bookrunner who will hold them as nominee on behalf of such and (ii)
definitive certificates in respect of the Placing Warrant will be held by the
Bookrunner on behalf of the Placee, until settlement in accordance with its
standing settlement instructions;
26 these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be governed by and
construed in accordance with the laws of Ireland 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 Irish courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Securities
(together with any interest chargeable thereon) may be taken by the Company or
the Bookrunner 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;
27 the Bookrunner and its respective affiliates will rely upon the
truth and accuracy of the representations, warranties and acknowledgements set
forth herein and which are irrevocable and it irrevocably authorises the
Bookrunner 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;
28 it agrees to indemnify on an after tax basis and hold the
Company and the Bookrunner and its respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
the Appendices and further agrees that the provisions of the Appendices shall
survive after completion of the Placing;
29 it will acquire any Placing Securities subscribed for by it for
its account or for one or more accounts as to each of which it exercises sole
investment discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
30 its commitment to subscribe for Placing Securities on the terms
set out herein and in the relevant contract notes 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 conduct of the
Placing. The foregoing representations, warranties and confirmations are given
for the benefit of the Company and the Bookrunner. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Securities in question. Such
agreement assumes, and is based on a warranty from each Placee, that neither
it, nor the person specified by it for registration as holder, of Placing
Securities is, or is acting as nominee or agent for, and that the Placing
Securities 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 1986 (depositary receipts and clearance services) or under
applicable Irish legislation. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Securities, stamp duty
or stamp duty reserve tax may be payable. In that event the Placee agrees that
it shall be responsible for such stamp duty or stamp duty reserve tax, and
neither the Bookrunner or the Company shall be responsible for such stamp duty
or stamp duty reserve tax. If this is the case, each Placee should seek its
own advice and notify the Bookrunner accordingly;
31 no action has been or will be taken by any of the Company, the
Bookrunner or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit a public offer of the Placing Securities
in any country or jurisdiction where any such action for that purpose is
required;
32 in making any decision to subscribe for the Placing Securities,
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 Securities. It further confirms that it is
experienced in investing in securities of this nature in this sector 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. It
further confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33 it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary; (b) had access to review
publicly available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment decision; (c)
reviewed such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Securities; and (d) made its
investment decision based upon its own judgment, due diligence and analysis
and not upon any view expressed or information provided by or on behalf of the
Company or Bookrunner;
34 it may not rely on any investigation that the Bookrunner or any
person acting on its behalf may or may not have conducted with respect to the
Company, or the Placing and none of the Company or the Bookrunner has made any
representation to it, express or implied, with respect to the merits of the
Placing, the subscription for the Placing Securities, or as to the condition,
financial or otherwise, of the Company, or as to any other matter relating
thereto, and nothing herein shall be construed as a recommendation to it to
subscribe for the Placing Securities. It acknowledges and agrees that no
information has been prepared by the Bookrunner or the Company for the
purposes of this Placing;
35 it will not hold the Company, the Bookrunner or any of its
respective affiliates or any person acting on their behalf responsible or
liable for any misstatements in or omission from any publicly available
information relating to the Company or information made available (whether in
written or oral form) in presentations or as part of roadshow discussions with
investors relating to the Company (the "Information") and that none of the
Company, the Bookrunner nor any person acting on its behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for any of such
Information;
36 the Placee is either (A) a person located outside the United
States and is subscribing for Placing Securities only in an "offshore
transaction" as defined in and pursuant to Regulation S, or (B) within the
United States and a "qualified institutional buyer" within the meaning of Rule
144A under the Securities Act and is not subscribing for Placing Securities
with a view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Securities in or into the United
States, and has or will have executed and delivered a U.S. investor
representation letter substantially in the form set out in the letter provided
to it by the Bookrunner to the addressees specified therein;
37 the Placee is not acquiring Placing Securities as a result of
any "directed selling efforts" as defined in Regulation S or as a result of
any form of "general solicitation" or "general advertising" (within the
meaning of Rule 502(c) of Regulation D of the Securities Act);
38 it is not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time the
undertaking to subscribe for Placing Securities is given; and
39 the foregoing representations, warranties and confirmations are
given for the benefit of the Company and the Bookrunner and are irrevocable.
The Company, the Bookrunner and its respective affiliates, agents, directors,
officers and employees 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 Securities is no
longer accurate, it shall promptly notify the Company and the Bookrunner. It
irrevocably authorises the Bookrunner and the Company 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 out herein.
The agreement to allot and issue Placing Securities to Placees (or the persons
for whom Placees are contracting as nominee or agent) free of stamp duty and
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Securities in question. Such agreement is subject to the
representations, warranties and further terms above and assumes, and is based
on the warranty from each Placee, that the Placing Securities are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Securities into a clearance service. If there
are any such arrangements, or the settlement relates to any other dealing in
the Placing Securities, stamp duty or stamp duty reserve tax or other similar
taxes may be payable, for which neither the Company nor the Bookrunner will be
responsible and each Placee shall indemnify on an after-tax basis and hold
harmless the Company, the Bookrunner and its respective affiliates, agents,
directors, officers and employees for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Securities or the agreement by them to
subscribe for any Placing Securities. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, the Bookrunner and its
respective affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Bookrunner accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Bookrunner or any of its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Securities.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with a 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 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 Bookrunner's money in accordance with the
client money rules and will be used by the Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
Appendix 2
Definitions
The following definitions apply throughout this Announcement, unless otherwise
stated or the context requires otherwise:
"Admission" means admission of the New Ordinary Shares to trading on AIM and
Euronext Growth becoming effective in accordance with Rule 6 of the AIM Rules
and Rule 3.7.2 of the Euronext Growth Rules;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the London Stock Exchange's rules and guidance notes
contained in its "AIM Rules for Companies" publication relating to companies
whose securities are traded on AIM, as amended from time to time;
"Announcement" means this announcement (including the appendices to this
announcement);
"Annual General Meeting" or "AGM" means the next annual general meeting of the
Company held following the date of this Agreement, including any adjournment
thereof and notice of which is set out in the Notice of the AGM
"Articles" means the articles of association of the Company in force on the
date hereof;
"Book Build" means the accelerated book build process to be conducted by the
Bookrunner to arrange participation by the Placees in the Placing;
"Bookrunner" means Davy;
"CBI" means the Central Bank of Ireland;
"Companies Act" means the Companies Act 2014 of Ireland (as amended);
"Company" means Providence Resources plc, a company incorporated under the
laws of Ireland (registered under the number 268662) with its registered
office at Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18,
Ireland;
"Davy" means J&E Davy;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary system operated by
Euroclear Bank;
"Euronext Dublin" means The Irish Stock Exchange plc, trading as Euronext
Dublin;
"Euronext Growth" means the market of that name operated by Euronext Dublin;
"Euronext Growth Rules" means the rules published by Euronext entitled
'Euronext Growth Markets Rule Book', as amended;
"FCA" means the Financial Conduct Authority in its capacity as the competent
authority for the purposes of Part VI of FSMA;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Fundraising" means the Placing and Subscription;
"Issue Price" means STG£0.015 per Placing Security and STG£0.015 per
Subscription Security;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 30 June 2022;
"MAR" means the Market Abuse Regulation (EU) No 596/2014), as amended;
"New Ordinary Shares" means the Placing Shares;
"Notice of AGM" means the notice convening the Annual General Meeting to be
issued by the Company;
"Ordinary Shares" means the ordinary shares of €0.001 each in the share
capital of the Company;
"Placees" means persons to be procured by the Bookrunner to subscribe for
Placing Securities pursuant to the provisions of the Placing Agreement.
"Placing" means the placing of the Placing Securities at the Issue Price by
the Bookrunner as agent for and on behalf of the Company pursuant to the terms
of the Placing Agreement;
"Placing Agreement" means the conditional agreement dated 17 June 2022 between
(1) the Company and (2) Davy relating to the Placing, further details of which
are set out in this Announcement;
"Placing Securities" means the Placing Shares and the Placing Warrants and a
"Placing Security" means a Placing Share together with one 1.5p Warrant;
"Placing Shares" means new Ordinary Shares to be issued by the Company and
subscribed for pursuant to the Placing;
"Placing Warrants" means the 1.5p Warrants to be issued by the Company and
subscribed for pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129;
"Prospectus Rules" or "PR" means the latest edition of the "Prospectus Rules"
made pursuant to section 73A of FSMA;
"Regulation D" means Regulation D as promulgated under the Securities Act;
"Regulation S" means Regulation S as promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in the list
of Primary Information Providers maintained by the FCA and CBI;
"Securities Act" or "U.S. Securities Act" means the United States Securities
Act of 1933, as amended;
"Subscribers" has the meaning given to it on page 3 of this document;
"Subscription" means the conditional subscription of the Subscription
Securities at the Issue Price on the terms and subject to the conditions
contained in the Subscription Agreement;
"Subscription Agreements" means the conditional subscription agreements dated
17 June 2022 between the Company and each of the Subscribers, respectively;
"Subscription Securities" means the Subscription Shares and the Subscription
Warrants and a "Subscription Security" means a Subscription Share together
with one 1.5p Warrant;
"Subscription Shares" means the new Ordinary Shares to be conditionally
subscribed for cash pursuant to the Subscription and whose allotment and issue
is conditional, inter alia, on the Placing Agreement becoming unconditional in
all respects;
"Subscription Warrants" means 1.5p Warrants proposed to be allotted and issued
by the Company to the Subscribers pursuant to the Subscription Agreements,
whose issue is conditional on, inter alia, the satisfaction of the Warrant
Condition;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland;
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States of America and the district of
Columbia and all other areas subject to its jurisdiction; and
"Warrant Certificate" means a certificate in respect of warrant certificate,
stating the number of Ordinary Shares to which the Warrant relates in the
form, or substantially in the form, set out in Schedule 1 to the Warrant
Instrument;
"Warrant Condition" means the passing of the Warrant Resolutions, without
amendment, at the Annual General Meeting by the requisite number of
shareholders as are required to approve the passing of each Warrant Resolution
pursuant to the Companies Act;
"Warrant Instrument" means the deed to be executed by the Company relating to
the conditional grant of Warrants to the Placees and Subscribers;
"Warrant Issue Date" means the date of the passing of the Warrant Resolutions
by the requisite number of shareholders as required pursuant to the Companies
Act;
"Warrant Resolutions" means those resolutions proposed at the Annual General
Meeting which are designated in the Notice of AGM as resolutions in respect of
or relating to the Warrants;
"1.5p Warrants" or "Warrants" means the warrants to subscribe for Ordinary
Shares at STG£0.015 per share, to be granted by the Company in accordance
with the Warrant Instrument and to be subscribed for by the Placees pursuant
to the Placing and the Subscribers pursuant to the Subscription; and
"€" means Euro, the lawful currency of Ireland.
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