REG - Beacon Energy PLC - Proposed Fundraise
14/09/2023 17:15
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RNS Number : 5144M Beacon Energy PLC 14 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of Beacon Energy plc or other
evaluation of any securities of Beacon Energy plc or any other entity and
should not be considered as a recommendation that any investor should purchase
any such securities.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
14 September 2023
Beacon Energy plc
("Beacon Energy" or the "Company")
Proposed Fundraise
Beacon Energy plc (AIM:BCE), the full-cycle oil and gas company with a
portfolio of production, development, appraisal and exploration onshore German
assets through its wholly-owned subsidiary, Rhein Petroleum GmbH
("Rhein Petroleum"), is pleased to announce that it has engaged Tennyson
Securities Limited ("Tennyson") as Bookrunner (the "Bookrunner") to undertake
a proposed fundraise of approximately £4 million (before expenses) by way of
a conditional placing to institutional and other investors (the "Placing"),
and a retail offer through PrimaryBid from 17:15 today (the "PrimaryBid
Offer" and, together with the Placing, the "Fundraise").
Highlights of the Fundraise:
· A proposed total Fundraise of approximately £4 million (before
expenses) comprising:
o the Placing to raise approximately £4 million (before expenses) through
the issue of approximately 2,667,000,000 new ordinary shares of no par value
in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a
price of 0.15 pence per Placing Share (the "Issue Price"); and
o the PrimaryBid Offer to raise additional funds through the issue of new
Ordinary Shares (the "PrimaryBid Shares") at the Issue Price. Further
announcements will be made shortly in connection with the PrimaryBid Offer.
· The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild"). The Bookbuild will open immediately following release of this
Announcement. A further announcement confirming closing of the Bookbuild and
the number of Placing Shares to be issued pursuant to the Placing is expected
to be made in due course.
· The Issue Price represents a discount of approximately 16.7 per cent.
to the closing middle market price of 0.18 pence per Ordinary Share on 14
September 2023, being the latest practicable date prior to the date and time
of this Announcement.
· Neither the Placing nor the PrimaryBid Offer are underwritten.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement (which forms part of this Announcement).
Background to and Reasons for the Placing
On 11 September 2023, the Company announced an update on the Schwarzbach-2(2.)
("SCHB-2(2.)") well. The key updates in respect of the SCHB-2(2.) well were as
follows:
· The SCHB-2(2.) well has encountered an excellent 34-metre gross
interval containing 28 metres of oil-bearing net reservoirs in the
Pechelbronner-Schichten ("PBS") sandstones within the Stockstadt Mitte segment
of the Erfelden field.
· These oil-bearing reservoirs were encountered approximately 25 metres
high and 10 metres thicker than prognosis, with porosities averaging 18% in
the Lower PBS and 21% in the Upper PBS, with no water-bearing sands in the 42m
hydrocarbon column.
· As all these metrics are above or at the top of the range of
pre-drill expectations, the likelihood is that this will result in a material
upgrade to recoverable reserves in Stockstadt Mitte and a de-risking of 2.4
million barrels of contingent resources already ascribed to Schwarzbach South.
· Based on these excellent reservoir properties and the light oil
recovered, standard oil-industry analysis indicates that an initial production
rate in excess of 900 barrels of oil per day ("bopd") could be achieved.
Higher rates of production have been achieved on historic wells in the area.
· Following perforation and acidization, reservoir clean-up operations
commenced on Friday 8 September 2023, and since that time the well has
produced a mixture of oil, gas and drilling fluids.
· Given delays in the programme, the drilling rig has now be released,
but clean-up of the well will continue on site.
Forward Plan
· Installation of the rod pump is expected to be undertaken during
October 2023. The rod pump will have the capacity to deliver up to 250 bopd.
Installation of the rod pump will not require a workover rig. In the interim
period reservoir clean-up will continue into the wellbore.
· It is expected that, once the well is fully cleaned up and this rate
has been achieved, the rod pump will be replaced with an Electrical
Submersible Pump ("ESP") which has higher capacity.
· Work will commence immediately to quantify expected reserve and
resources increases.
· Existing development plans will be updated to reflect learnings from
the SCHB-2(2.) well and increased resource base with the aim of accelerating
drilling and maximising the value of this highly attractive asset.
Use of proceeds
The gross proceeds of the Placing will be used for general working capital
prior to receipt of proceeds from the sale of commercial production from
SCHB-2(2.) and to cover the expenses of the Fundraise.
Current trading and outlook
The Company's unaudited cash balance as at 14 September 2023 is approximately
€1.3 million. As a result of delays during the drilling of the well, final
well costs are expected to exceed pre-drill estimates, however the Company is
in ongoing discussions with several contractors in relation to such additional
costs.
The Company intends to release its interim results for the 6-month period to
30 June 2023 before the end of September 2023.
Additional Information on the Placing
The final number of Placing Shares to be issued pursuant to the Placing will
be determined by the Company and the Bookrunner following closure of the
Bookbuild. The Placing Shares, when issued, will be fully paid and will rank
"pari passu" in all respects with the existing ordinary shares in the capital
of the Company.
The Placing has been arranged by Tennyson as the Company's Bookrunner in
accordance with the terms and conditions set out in the Appendix to this
Announcement. The Bookbuild will determine final demand for and participation
in the Placing. The Bookbuild is expected to close not later than 8:00 a.m.
(London time) tomorrow, but may be closed at such earlier or later time as the
Bookrunner, in their absolute discretion (following consultation with the
Company), determine.
Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild. Attention is drawn to the detailed terms and
conditions of the Placing described in the Appendix (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 Shares, 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 in it, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
The PrimaryBid Offer
The Directors value the Company's private investor base and believe that it is
appropriate to provide private and other investors with an opportunity to
participate in the Fundraising alongside institutional investors. The Company
therefore intends to open this opportunity to individual investors through
PrimaryBid.com and further announcements will be made shortly in connection
with the PrimaryBid Offer. For the avoidance of doubt, the PrimaryBid Offer is
not part of the Placing and is the sole responsibility of the Company.
Tennyson has no responsibilities, obligations, duties or liabilities (whether
arising pursuant to any contract, law, regulation, or tort) in relation to the
same.
The PrimaryBid Offer, is open to private and other investors subscribing via
the PrimaryBid Website, via the PrimaryBid app and through PrimaryBid's
extensive partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation.
The PrimaryBid Shares, when issued, will be fully paid and will rank "pari
passu" in all respects with each other and with the existing Ordinary Shares,
including, without limitation, as regards the right to receive all dividends
and other distributions declared, made or paid after the date of issue.
The PrimaryBid Offer remains conditional on the Placing being or becoming
wholly unconditional. The Company relied on an available exemption against the
need to publish a prospectus approved by the FCA (acting in its capacity as
the UK Listing Authority) in respect of the PrimaryBid Offer. Further details
on the PrimaryBid Offer will be announced shortly following this Announcement.
Issue of Equity and Admission
An application will be made to the London Stock Exchange for admission of the
Placing Shares and the PrimaryBid Shares to trading on AIM ("Admission").
It is expected that Admission will take place at 8:00 a.m. (UK time) on or
around 20 September 2023 and that dealings in the Placing Shares and the
PrimaryBid Shares on AIM will commence at the same time.
Enquiries:
Beacon Energy plc +44 (0)20 7466 5000
Larry Bottomley (CEO)
Stewart MacDonald (CFO)
Strand Hanson Limited (Financial and Nominated Adviser) +44 (0)20 7409 3494
Rory Murphy / James Bellman
Buchanan (Public Relations) +44 (0)20 7466 5000
Ben Romney / Jon Krinks
Tennyson Securities (Bookrunner) +44 (0)20 7186 9030
Peter Krens / Ed Haig-Thomas
Capitalised terms used but not defined in this Announcement shall have the
meanings given to such terms in the Appendix.
IMPORTANT INFORMATION
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 Tennyson or by any of their respective Affiliates as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to purchase or otherwise acquire any shares
in the Company or advise persons to do so in any jurisdiction, nor shall it,
or any part of it (other than the Appendix in relation to Placees) form the
basis of or be relied on in connection with any contract or as an inducement
to enter into any contract or commitment with the Company. In particular, the
Placing Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act")or qualified
for sale under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, the Republic of South Africa, or
Japan and, subject to certain exceptions, may not be offered or sold in the
United States or to, or for the account or benefit of, US persons (as such
term is defined in Regulation S under the Securities Act) or to any national,
resident or citizen of Canada, Australia, the Republic of South Africa or
Japan.
The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or prohibited by law
or regulation. Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Bookrunner that would permit an
offering of such shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the
Bookrunner to inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or indirectly,
in or into the United States, Canada, the Republic of South Africa, Australia
or Japan. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
This Announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present
and future business strategies and the environment in which the Company will
operate in the future. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based unless required to do so
by applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.
Tennyson is authorised and regulated by the FCA in the United Kingdom.
Tennyson is acting as Bookrunner exclusively for the Company and no one else
in connection with the Bookbuild, Placing and Admission and the contents of
this Announcement, and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the Bookbuild or
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Tennyson
by FSMA or the regulatory regime established thereunder, Tennyson accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the Bookbuild or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Tennyson accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
Strand Hanson Limited ("Strand Hanson") is acting as Nominated Adviser to the
Company in connection with the Placing and Admission. Strand Hanson has not
authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Strand Hanson for the accuracy of any
information or opinions contained in this Announcement or for the omission of
any material information. The responsibilities of Strand Hanson as the
Company's Nominated Adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this Announcement, or
otherwise.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares 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 set out in this Announcement and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in the Appendix. The Company, the Bookrunner and their respective
affiliates, agents, directors, officers and employees will rely upon the truth
and accuracy of the representations, warranties, undertakings, agreements and
acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (a) compatible with
an end target market of (i) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of the law of England and
Wales by virtue of EUWA and as from time to time modified by or under the EUWA
or other English law and any subordinate legislation made under it; (ii)
investors who meet the criteria of professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the law of England and Wales
by virtue of EUWA and as from time to time modified by or under the EUWA or
other English law and any subordinate legislation made under it; and (iii)
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (b) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as it forms part of the law of England and Wales by
virtue of EUWA and as from time to time modified by or under the EUWA or other
English law and any subordinate legislation made under it (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK 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 UK Target Market Assessment, the Bookrunner
will only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
EU Product Governance Requirements
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 "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of 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 "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; Placing Shares offer no guaranteed
income and no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU 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 EU Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the EU Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
The Placing will be conducted by way of an accelerated bookbuild which will be
launched immediately following the release of this announcement. In the event
of excess demand, the Company reserves the right to increase the size of the
Placing at its sole discretion
Further details of the Placing are set out in Appendix I, below.
APPENDIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA") OR THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE
AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND
INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF ENGLAND
AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
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 IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION AND SHOULD NOT BE
FORWARDED, MAILED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OF AMERICA, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES OF AMERICA.
NO ACTION HAS BEEN TAKEN BY THE BOOKRUNNER, THE COMPANY NOR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR
POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OTHER PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU
SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of the United States of America or any state, province
or territory of Canada or Australia; no prospectus has been lodged with or
registered by the Japanese Ministry of Finance, the South African Reserve Bank
or the Australian Securities and Investments Commission; and the Placing
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of the United States of America or any
state, province or territory of Canada, Australia, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States of America,
Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful.
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") and (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II, all as incorporated into the
law of England and Wales as appropriate; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. In all
circumstances the Bookrunner will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
this Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Bookrunner and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe
for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with Tennyson
Securities, a trading name of Shard Capital Partners LLP ("Tennyson") (the
Company's sole bookrunner in connection with the Placing) under which the
Bookrunner has, on the terms and subject to the conditions set out therein,
undertaken to use their reasonable endeavours to procure subscribers for the
Placing Shares. It is expected that the Placing will raise approximately £4
million in gross proceeds. The Placing is not being underwritten by the
Bookrunner or any other person.
The Placing Shares will be issued on or around 20 September 2023. The Placing
Shares will, when issued, be subject to the articles of association of the
Company, be credited as fully paid and rank pari passu in all respects with
the existing Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The proceeds raised through the Placing are intended to be used for the
purposes disclosed in this announcement. No shareholder approval is required
to effect the Placing.
The Placing Shares will trade on AIM under BCE with ISIN: IM00BKSCP798.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission for the Placing Shares is expected
to become effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 20 September 2023 ("Admission"). In any event, the
latest date for Admission is 27 September 2023 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Bookrunner is arranging the Placing as
agents for, and bookrunners to, the Company.
2. The Placing Price and the number of Placing
Shares to be issued will be determined by the Company (in consultation with
the Bookrunner) following completion of a bookbuilding exercise by the
Bookrunner (the "Bookbuild"). The results of the Bookbuild will be released
through a Regulatory Information Service following the completion of the
Bookbuild. The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion
determine, following consultation with the Company.
3. To bid in the Bookbuild, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Tennyson. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 7 below.
4. The Bookbuild is expected to close no later
than 8.00 a.m. on 15 September 2023 but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
5. Participation in the Placing is only
available to persons who are lawfully able to be, and have been, invited to
participate by the Bookrunner. The Bookrunner is entitled (but under no
obligation) to participate in the Placing as principal.
6. Following the close of the Bookbuild for the
Placing, each Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by the Bookrunner and a trade confirmation
or contract note will be dispatched as soon as possible thereafter. The
Bookrunner's oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of the Bookrunner and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of association.
Except with the Bookrunner's consent, such commitment will not be capable of
variation or revocation.
7. Each Placee's allocation will, unless
otherwise agreed between the Placee and the Bookrunner, be evidenced by a
trade confirmation or contract note issued to each such Placee by the
Bookrunner. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and, except with the Bookrunner's
consent, will not be capable of variation or revocation from the time at which
it is issued.
8. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to the Bookrunner (or as the Bookrunner may direct) in
cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the Company has
agreed to allot and issue to that Placee.
9. Except as required by law or regulation, no press
release or other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".
11. All obligations of the Bookrunner under the
Placing will be subject to 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 "Right to terminate under the Placing
Agreement".
12. By participating in the Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
13. To the fullest extent permissible by law and the
applicable rules of the Financial Conduct Authority, neither of the Bookrunner
nor any of their Affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise whether or not
a recipient of these terms and conditions) in respect of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Bookrunner and their
Affiliates shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither the Bookrunner nor
any of their Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Bookrunner's
conduct of the Placing or of such alternative method of effecting the Placing
as the Bookrunner and the Company may determine.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a
Regulatory Information Service by no later than 14 September 2023;
2. application having been made by or on behalf
of the Company for Admission to the London Stock Exchange not later than 4.45
p.m. on 15 September 2023;
3. the publication of an announcement
communicating the results of the Placing not later than 8.00a.m. on the first
Business Day following the date of this Announcement (or such other time
and/or date as agreed by the Company and the Bookrunner);
4. the delivery by the Company to the Bookrunner
of certain documents required under the Placing Agreement;
5. the Company having complied with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;
6. the delivery by the Company to the Bookrunner
on the Business Day immediately before Admission of a warranty certificate
signed on behalf of the Company;
7. none of the warranties given in the Placing
Agreement being untrue, inaccurate or misleading at any time between the date
of the Placing Agreement and Admission, and no matter having arisen prior to
Admission which might reasonably render any of the warranties untrue or
inaccurate or misleading in any respect if it was repeated as at Admission;
8. the Placing Shares having been allotted,
subject only to Admission;
9. prior to Admission, there not having occurred,
in the sole opinion of Strand Hanson and Tennyson (acting in good faith) any
material adverse change since entering into the Placing Agreement;;
10. the Placing Agreement not having been terminated
by the Bookrunner; and
11. admission of the Placing Shares to trading on AIM
becoming effective in accordance with Rule 6 of Part 1 the AIM Rules not later
than 8.00 a.m. on 20 September 2023 or such later date as may be agreed in
writing between the Company and Tennyson, but in any event not later than 8.00
a.m. on the Long Stop Date.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by
Tennyson by the respective time or date where specified (or such later time or
date as Tennyson may notify to the Company); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will not proceed
and the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Tennyson may, at their discretion and upon such terms as they think fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.
None of Tennyson, the Company nor any of their respective Affiliates shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Tennyson.
Right to terminate the Placing Agreement
The Placing Agreement can be terminated by the Bookrunner by giving notice to
the Company in certain circumstances, including, inter alia, if before
Admission:
12. it shall have come to the notice of the Company or
the Bookrunner that:
12.1 any statement contained in the Issue Documents (as
defined in the Placing Agreement) is or has become untrue, incorrect or
misleading, or there is an omission therefrom as the Bookrunner consider
material (acting in good faith) in the context of the Placing;
12.3 any of the Warranties under the Placing Agreement were not
when given true and accurate or were misleading in each case as the Bookrunner
considers to be material (acting in good faith) in the context of the Placing;
12.4 in the opinion of the Bookrunner (acting in good
faith) there has been an actual or prospective material adverse change
(whether or not foreseeable at the date of the Placing Agreement),
16. there shall have occurred, or it is reasonably likely
that there will occur in each case, in the opinion of the Bookrunner (acting
in good faith):
(a) a suspension of trading in securities generally on
AIM or the London Stock Exchange or trading is limited or minimum or maximum
prices for trading have been fixed, or maximum range for prices of securities
have been required on such exchange or by such system or by order of any
governmental authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United Kingdom,
the United States or a member or associate member of the European Union; or
(b) a declaration of banking moratorium by the
authorities in the United Kingdom or internationally; or
(c) any international crisis, act of terrorism, outbreak
or escalation of hostilities, change in national or international financial,
monetary, economic, political, financial, industrial or market conditions
including fluctuations in exchange rates or exchange controls, or any
declaration in the UK, the rest of Europe, or the US of a national emergency
or war.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner and that
the Bookrunner need not make any reference to Placees in this regard and that
neither the Bookrunner nor any of their Affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) the presentation
published via a Regulatory Information Service ("Reliance Information"). Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information
(other than the Reliance Information, representation, warranty or statement
made by or on behalf of the Company or the Bookrunner or any other person and
the Bookrunner, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by the
Bookrunner, the Company or their respective officers, directors, employees or
agents. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor the
Bookrunner are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the system
administered by Euroclear UK & Ireland Limited ("CREST"). Each Placee will
be deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed as directed by the relevant Placing Party in
accordance with the standing CREST settlement instructions which they have in
place with such Placing Party.
Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, the Placing
Parties reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that it
deems necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 20 September
2023 unless otherwise notified by the Placing Parties and Admission is
expected to occur by 20 September 2023 or such later time as may be agreed
between the Company and Tennyson, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic confirmation in
accordance with the standing arrangements in place with the Bookrunner stating
the number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the Bookrunner or its sub-agent and
settlement instructions. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions
that it has in place with the Bookrunner. It is expected that such contract
note or electronic confirmation will be despatched on or around 15 September
2023 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account operated by the
Bookrunner (as appropriate) or their respective sub-agent, in each case, as
agent for and on behalf of the Company and will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment. It is expected that settlement
will be on 20 September 2023 on a T+3 basis in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR 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 that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify the
Bookrunner on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Bookrunner
such authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Bookrunner nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Bookrunner (in their capacity as placing agent of the Company) and the
Company:
17. that it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements,
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;
18. that the shares in the capital of the Company are
admitted to trading on AIM;
19. that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances;
20. that the exercise by the Bookrunner of any right
or discretion under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner need not have any reference to
it and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Bookrunner or the Company, or any of their
respective officers, directors or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
21. that these terms and conditions represent the
whole and only agreement between it, the Bookrunner and the Company in
relation to its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the Placing, is
not relying on any information or representation or warranty in relation to
the Company or any of its subsidiaries or any of the Placing Shares other than
as contained in this Announcementand the Reliance Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares. Each Placee agrees that none of the Company,
the Bookrunner nor any of their respective officers, directors or employees
will have any liability for any such other information, representation or
warranty, express or implied;
22. that in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares to be acquired 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 any
member state of the EEA which has implemented the Prospectus Regulation or in
the United Kingdom other than Qualified Investors or in circumstances in which
the prior consent of the Bookrunner and the Company has been given to the
offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA or the United Kingdom other
than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;
23. that neither it nor, as the case may be, its
clients expect the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
the Bookrunner is not acting for it or its clients, and that the Bookrunner
will not be responsible for providing the protections afforded to customers of
the Bookrunner or for providing advice in respect of the transactions
described herein;
24. that it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
none of the Bookrunner nor the Company nor any of their respective Affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the information
in this Announcement or the Publicly Available Information; nor has it
requested the Bookrunner, the Company or any of their respective Affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information;
25. that the only information on which it is entitled
to rely on and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;
26. that none of the Bookrunner nor the Company nor
any of their respective Affiliates, agents, directors, officers or employees
has made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;
27. that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;
28. that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States of America;
29. that it and the person(s), if any, for whose
account or benefit it is subscribing for Placing Shares is not a "US Person",
and at the time it subscribes for the Placing Shares will be outside the
United States of America and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S;
31. that it is not a national or resident of the
United States of America, Canada, Australia, New Zealand, the Republic of
South Africa or Japan or a corporation, partnership or other entity organised
under the laws of the United States of America, Canada, Australia, New
Zealand, the Republic of South Africa or Japan and that it will not offer,
sell, renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in the United States of America, Canada, Australia, New
Zealand, the Republic of South Africa or Japan or to or for the benefit of any
person resident in the United States of America, Canada, Australia, New
Zealand, the Republic of South Africa or Japan and each Placee acknowledges
that the relevant exemptions are not being obtained from the Securities
Commission of the United States or any province of Canada, that no document
has been or will be lodged with, filed with or registered by the Australian
Securities and Investments Commission or Japanese Ministry of Finance and that
the Placing Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into the United
States of America, Canada, Australia, New Zealand, the Republic South Africa
or Japan;
32. that it does not have a registered address in, and
is not a citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is not acting
on a non-discretionary basis for any such person;
33. that it has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise transmit,
any presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States of America;
34. that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Bookrunner may in their discretion determine and without liability to such
Placee;
35. that it is entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or otherwise
and complied with all necessary formalities and that it has not taken any
action which will or may result in the Company or the Bookrunner or any of
their respective directors, officers, employees or agents acting in breach of
any regulatory or legal requirements of any territory in connection with the
Placing or its acceptance;
36. that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or purchase
obligations;
37. that where it is acquiring Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Bookrunner;
38. that it is either: (a) a person of a kind
described in paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of Article 49
(high net worth companies, unincorporated associations, partnerships or trusts
or their respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be communicated
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
39. that, unless otherwise agreed by the Bookrunner,
it is a qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
40. that, unless otherwise agreed by the Bookrunner,
it is a "professional client" or an "eligible counterparty" within the meaning
of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
41. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person;
42. that any money held in an account with the
Bookrunner (or its nominees) on its behalf and/or any person acting on its
behalf will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from the Bookrunner's (or
its nominee's) money in accordance with such client money rules and will be
used by the Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of the Bookrunner;
43. that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;
44. that it is not, and it is not acting on behalf of,
a person falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986;
45. that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission becomes
effective;
46. that it appoints irrevocably any director of the
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
47. that, as far as it is aware it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company, save as previously disclosed
to the Bookrunner;
48. that this Announcement does not constitute a
securities recommendation or financial product advice and that none of the
Bookrunner nor the Company has considered its particular objectives, financial
situation and needs;
49. that it has sufficient knowledge, sophistication
and experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
50. that it will indemnify and hold the Company and
the Bookrunner and their respective Affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further ` `agrees that the Company and the
Bookrunner will rely on the truth and accuracy of the confirmations,
warranties, acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee shall promptly
notify the Bookrunner and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to both the Bookrunner and
the Company and will survive completion of the Placing and Admission;
51. that time shall be of the essence as regards its
obligations pursuant to this Appendix;
52. that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or the
Bookrunner to provide any legal, financial, tax or other advice to it;
53. that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that the Bookrunner
shall notify it of such amendments;
54. that (i) it has complied with its obligations
under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation (as it forms part of the law of England and Wales by virtue of the
European Union (Withdrawal) Act 2018), (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which the Bookrunner may request from it in connection with the Placing
(for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
the Bookrunner may decide in its absolute discretion;
55. that it will not make any offer to the public of
those Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA pursuant to
Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
56. that, in relation to any Placees located in
Australia, it is a "wholesale investor" being a sophisticated or experienced
investor meeting the criteria in sections 708(8) or (10) of the Corporations
Act 2001 (the "Corporations Act") or a "professional investor" (as defined in
the Corporations Act) or does not otherwise require disclosure pursuant to one
or more exemptions contained in section 708 of the Corporations Act so that it
is lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;
57. that it is not acquiring the Placing Shares for
the purposes of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them, within Australia
within the period of 12 months after the date of allotment except in
circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act;
60. that it will not distribute any document relating
to the Placing Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as to which
it has the authority to make the statements set out herein) for investment
purposes only and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer or grant a participation therein to
such person or any third person with respect of any Placing Shares; save that
if it is a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
61. that it acknowledges that these terms and
conditions and any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Bookrunner in any jurisdiction in
which the relevant Placee is incorporated or in which its assets are located
or any of its securities have a quotation on a recognised stock exchange;
62. that any documents sent to Placees will be sent at
the Placees' risk. They may be sent by post to such Placees at an address
notified to the Bookrunner;
63. that neither the Bookrunner nor the Company owe
any fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
64. that the Bookrunner 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;
65. that 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 Placing or the Placing
Shares; and
66. that if it has received any confidential price
sensitive information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the Company;
(ii) encouraged, required, recommended or induced another person to deal in
the securities of the Company; or (iii) disclosed such information to any
person, prior to such information being made publicly available.
The Company, the Bookrunner and their respective Affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunner (for their
own benefit and, where relevant, the benefit of any person acting on their
behalf) and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Bookrunner.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Bookrunner will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner in the
event that any of the Company and/or either of the Bookrunner have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Bookrunner
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of their respective Affiliates or agents
as to or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
Pursuant to the General Data Protection Regulation as implemented in the UK by
the Data Protection Act 2018 ("GDPR") the Company and/or the Bookrunner may
hold personal data (as defined in the GDPR) relating to past and present
shareholders. Personal data may be retained on record for a period exceeding
six years after it is no longer used. The Company and/or the Bookrunner will
only process such information for the purposes set out below (collectively,
the "Purposes"), being to: (a) process its personal data to the extent and in
such manner as is necessary for the performance of their obligations under the
contractual arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including processing personal
data in connection with credit and money laundering checks on it; (b)
communicate with it as necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares; (c) provide personal data
to such third parties as the Company and/or the Bookrunner may consider
necessary in connection with its affairs and generally in connection with its
holding of Ordinary Shares or as the GDPR may require; and (d) without
limitation, provide such personal data to their respective affiliates for
processing; and (e) process its personal data for the Company's and/or the
Bookrunner's internal administration.
By becoming registered as a holder of Placing Shares, each Placee acknowledges
and agrees that the processing by the Company and/or the Bookrunner of any
personal data relating to it in the manner described above is undertaken for
the purposes of: (a) performance of the contractual arrangements between them;
and (b) to comply with applicable legal obligations. In providing the Company
and/or the Bookrunner with information, it hereby represents and warrants to
each of them that it has notified any data subject of the processing of their
personal data (including the details set out above) by the Company and/or the
Bookrunner and their respective affiliates and group companies, in relation to
the holding of, and using, their personal data for the Purposes. Any
individual whose personal information is held or processed by a data
controller: (a) has the right to ask for a copy of their personal information
held; (b) to ask for any inaccuracies to be corrected or for their personal
information to be erased; (c) object to the ways in which their information is
used, and ask for their information to stop being used or otherwise
restricted; and (d) ask for their personal information to be sent to them or
to a third party (as permitted by law). A data subject seeking to enforce
these rights should contact the relevant data controller. Individuals also
have the right to complain to the UK Information Commissioner's Office about
how their personal information has been handled.
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