REG - Block Energy PLC - Strategic Entry into Offshore Gabon
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RNS Number : 0922C Block Energy PLC 27 April 2026
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HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
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AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN BLOCK ENERGY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF BLOCK ENERGY PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK
MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE
CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
27 April 2026
Block Energy plc
("Block" or the "Company")
Strategic Entry into Offshore Gabon and Proposed Fundraise of US$6.3 million
by Placing via Accelerated Bookbuild, and Retail Offer
Block Energy plc is pleased to announce that it has entered into a conditional
agreement with Pilgrim Exploration Limited ("Pilgrim") for an investment
associated with the Ndjila and Mpari Production Sharing Contracts in Gabon
(the "Gabon Transaction") to be funded by a proposed equity fundraising (the
"Fundraise") of new ordinary shares ("Ordinary Shares") of US$ 6.3 million
(c£ 4.65 million) to be completed in two closings.
Highlights
· The Gabon Transaction adds a new geographic area and a new value
proposition to the Company's existing Georgia assets.
o 5,331 km(2) across two contiguous offshore licences.
o Four historical oil discoveries across the licences plus broader Pre-
and Post-Salt upside.
o Near-term focus on evaluation of the discovered resources, development
planning and partner discussions for drilling.
o Attractive low-cost entry into assets with discovered oil and
significant potential upside in an established jurisdiction.
· The Gabon Transaction is supported by Block's existing technical and
operational capability and leverages the Board's experience in West Africa to
deliver value to shareholders.
· Proposed fundraise of US$6.3 million at 1.1 pence per share
comprising of a placing ("Placing") to be conducted by way of an accelerated
bookbuild to be launched immediately following this Announcement and a retail
offer ("Retail Offer").
· The Retail Offer of up to 13,636,363 shares to raise £150,000 is for
existing shareholders only and further details will be contained in a separate
announcement to be released shortly after this RNS.
· Convertible loan to be made to Pilgrim which holds (via subsidiaries)
a 90% interest in the underlying Ndjila and Mpari PSCs in Gabon which, upon
conversion (subject to any required regulatory approvals being obtained) will
result in Block holding a 76.5% economic interest in the PSCs.
(Gabon licence map showing Pilgrim acreage and select other operators)
Commenting, Paul Haywood, Chief Executive Officer of Block Energy plc said:
"This transaction represents an excellent value-accretive acquisition of
discovered oil and high-potential exploration in a well-known oil producing
jurisdiction. With an excellent data set and highly encouraging drilling
activity by former operators we believe that the assets combine an anchor
development opportunity with significant upside and broad running room.
With recent farm-in progress on both Project III and Project IV in Georgia, we
believe that the Gabon Transaction provides jurisdictional and geological
diversification as well as genuine near-term growth potential for the
portfolio and I look forward to updating shareholders on the progress of the
technical work programme in due course.
We have been encouraged by the support of the Gabonese authorities for
international investment in the hydrocarbon sector and look forward to working
with our partners, Pilgrim and the State of Gabon, on the development of the
Ndjila and Mpari PSCs."
Commenting, Simon Barry, Chief Executive Officer of Pilgrim Exploration
Limited, said:
"First, we would like to thank the Gabonese Ministry of Oil and Gas for the
excellent opportunity they have afforded Pilgrim and for the staff of the DGH,
whose dedication and professionalism was instrumental in Pilgrim securing the
PSCs. Second, we welcome Block Energy, who from the outset saw the potential
in Gabon and particularly Pilgrim's assets. We look forward to building on
this partnership and prosecuting the work programme for the benefit of all."
Ndjila and Mpari PSCs
The Ndjila and Mpari PSCs (the "PSCs") are located offshore Gabon in the North
Gabon basin, a mature hydrocarbon province with established operators, export
routes and a long production history.
The licences cover a combined area of 5,331 km(2) and contain four historical
oil discoveries drilled by prior operators including Texaco, Shell and Tullow.
The Iguega field acts as the anchor field within the acquired portfolio, with
historical work completed by Shell on a development concept and the discovery
well testing at rates of 3,300 bopd. The licences also include three other oil
discoveries that Block will assess for potential follow‑on development.
(Ndjila and Mpari Discovery and Prospect Map)
The area offers significant potential upside, with multiple mapped leads and
prospects identified in both pre‑ and post‑salt sections. The PSCs are
supported by a substantial dataset, including near‑full coverage with a
modern 3D seismic survey acquired in 2017. This dataset is expected to
materially support prospect maturation and development planning within
Pilgrim's work programme.
The Company believes that the Gabon Transaction is attractive as it provides a
relatively low-cost entry into assets with discovered oil and significant
potential upside in an established jurisdiction.
The entry into the PSCs is supported by Block's existing technical and
operational capability and leverages the Board's experience in West Africa to
deliver value to shareholders.
The recent investments by companies such as Exxon, BP and Trafigura into Gabon
provide confidence around the subsurface and surface merits of the country.
Block believes that, following the technical work programme, strong interest
in the Ndjila and Mpari PSCs will be generated for asset-level development
finance.
The structure of the transaction through which the Company will gain exposure
to the PSCs is summarised below.
Initial Technical Work Programme
Under the terms of the Convertible Loan Agreement, Pilgrim will remain the
operator of the Gabon PSCs, with technical support from Block.
Pilgrim has defined an initial work programme which has been approved by and
will be carried out under the oversight of and with the technical support of
the Company which includes:
· Subsurface interpretation and data integration;
· Refinement of the Iguega development concept;
· Evaluation of the three other oil discoveries (Ekouata, Topaz and
Pilote);
· Licence-wide mapping (including pre-salt) and prospect ranking; and
· Preparation of the assets for asset level finance for development and
exploration work programmes.
The Gabon Transaction
The Fundraise (as summarised below) is being undertaken to finance Block's
proposed structured entry into the PSCs through a US$ 6 million investment
into Pilgrim by way of a secured convertible loan ("Loan") on the terms of the
Convertible Loan Agreement. The PSCs are held by two wholly-owned, BVI
registered, subsidiaries of Pilgrim ("Pilgrim Subsidiaries") which hold a 90%
working interest in the PSCs, with the remaining 10% in both licences held by
the State of Gabon.
Following a successful conclusion of the Fundraise, Block will lend up to US$6
million to Pilgrim to fund PSC-related obligations and the initial work
programme. The Company may thereafter elect to convert the loan into an 85%
interest in Pilgrim, an 85% interest in the PSCs, or another lawful
alternative interest, subject in each case to the agreed mechanics and all
necessary Government and regulatory approvals, if required. These conversion
options equate to Block's interest (direct, indirect or economic) becoming
76.5% in the PSCs, with the balance held by Pilgrim (13.5%) and the State of
Gabon (10%).
The structure is designed to secure Block's economic exposure, protections and
governance rights from the outset, while deferring any formal legal transfer
that may require governmental or regulatory approval until the relevant
implementation path is agreed. Pilgrim will remain the operator under the PSCs
prior to any conversion of the Loan and will be responsible for implementing
the initial work programme for the PSCs which is summarised above; subject to
compliance with customary covenants and supervision from Block. Block will
provide non-cash support to Pilgrim of up to US$4 million by making available
its staff and resources. Until or unless the conversion rights are exercised,
the convertible loan arrangement is not intended to constitute or operate as
any direct or indirect transfer of any interests in the PSCs, the operatorship
under the PSCs or otherwise control of Pilgrim in any manner that would
require the approval of any governmental authority, waiver, consent or
compliance process.
The Loan will be secured by way of a debenture given by Pilgrim over its
assets, together with a charge over the entire issued share capital of the
Pilgrim Subsidiaries. Additionally, the Pilgrim Subsidiaries are a party to
the Convertible Loan Agreement pursuant to which they have, alongside Pilgrim,
given various customary warranties, representations, covenants and
undertakings as an obligor in order to ensure that the Company's interests are
adequately protected. As an additional layer of protection, the Convertible
Loan Agreement includes an interim non-voting Class B share mechanism which is
intended to preserve Block's economic position prior to any final conversion
into Pilgrim equity and/or PSC interests, if required. The Class B shares
would be cancelled upon implementation of the final elected conversion route.
Pilgrim Financial Information
In its most recent filed accounts for the 17 months ended 31 December 2024,
Pilgrim reported a loss before tax of £32,689, turnover of £nil and net
liabilities of £53,385. Those accounts pre-date the grant of the PSCs and
therefore do not reflect the value associated with the underlying Gabon asset
position now being funded through the Convertible Loan Agreement.
Details of the Fundraise
The Company is proposing to raise US$6.3 million before fees and expenses by
way of a Placing of new Ordinary Shares, together with a retail offer of up to
13,636,363 new Ordinary Shares (together the "Fundraise Shares") at 1.1 pence
per share ("Issue Price"). The Fundraise will complete in two tranches:
· It is anticipated that 77,314,724 Fundraise Shares ("Firm Fundraise
Shares") will be issued pursuant to existing authorities, raising gross
proceeds of US$1.154 million (c£0.85 million); and
· It is anticipated that the balance of Fundraise Shares ("Conditional
Fundraise Shares") will be issued subject, inter alia, to the passing of
shareholder resolutions 1 and 3 ("Fundraise Resolutions") to be proposed at a
general meeting which is expected to be held on 18 May 2026 ("General
Meeting"), raising gross proceeds of up to US$5.130 million (£c3.8 million).
All of the Fundraise Shares subscribed for in the Retail Offer will be
Conditional Fundraise Shares.
The Issue Price represents a discount of approximately 8.3 percent to the
closing mid-market share price of 1.2 pence per Ordinary Share on 24 April
2026, being the last practicable date prior to this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process (the
"Bookbuild"), to commence immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix II to this
Announcement. Shard Capital Partners LLP (trading as Tennyson Securities);
("Tennyson") is acting as sole bookrunner in connection with the Placing (the
"Broker").
The timing of the close of the Bookbuild and the number of Fundraise Shares,
as well as allocation of the Fundraise Shares, will be agreed between the
Broker and the Company following the close of the Bookbuild. The results of
the Fundraise will be announced without delay following the close of the
Bookbuild.
The Company has entered into a placing agreement with Tennyson in connection
with the Placing. The agreement contains customary conditions to completion of
the Placing, warranties, indemnities and termination provisions for a
transaction of this nature. It also contains provisions entitling Tennyson to
terminate the Placing Agreement if, amongst other things, a breach of any of
the warranties occurs or an event occurs which is material in the context of
the Placing.
The Company values its Shareholder base and believes that it is appropriate to
provide its eligible Retail Investors in the United Kingdom the opportunity to
participate in the Retail Offer. The Retail Offer will allow existing Retail
Investors to participate in the Fundraise by subscribing for Conditional
Fundraise Shares at the Issue Price. Pursuant to the terms of the Retail
Offer, the Company has made the Retail Offer to Retail Investors only through
Intermediaries via the Winterflood Retail Access Platform ("WRAP"). Up to
13,636,363 Conditional Fundraise Shares will be issued to eligible Retail
Investors by way of the Retail Offer at the Issue Price to raise proceeds of
up to approximately £150,000 (before expenses). The Fundraise Shares offered
in the Retail Offer are not part of the Placing and will be included within
the Conditional Fundraise only. The Retail Offer is not underwritten. No
prospectus will be published in connection with the Retail Offer. Further
information on the Retail Offer and how Retail Investors can participate in
the Fundraise will be contained in a further announcement.
In the event that the Fundraise Resolutions are not passed, or otherwise any
other condition in the placing agreement is not satisfied, or if applicable,
waived, the Conditional Fundraise will not proceed and the Company will be
unable to proceed with the proposed investment into Pilgrim as envisaged. In
the event that the Conditional Fundraise does not proceed, this will not
impact the Firm Fundraise which will have already completed.
No warrants will be issued in connection with the Fundraise, neither to
Placees, nor subscribers in the Retail Offer, nor the Broker.
The Fundraise is not underwritten by Tennyson or any other person.
The Fundraise Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares in issue on Admission, including
the right to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares.
Qualified Person Statement
Mr Christopher Brown BSc, MSc, DIC (Block's Technical Director) has reviewed
the technical information contained in this announcement, including the
referenced prospective resource estimate. Mr Brown is a geoscientist with over
45 years of experience in the oil and gas E&P sector.
**ENDS**
For further information please visit http://www.blockenergy.co.uk/ or contact:
Paul Haywood Block Energy plc Tel: +44 (0)20 3468 9891
(Chief Executive Officer)
Neil Baldwin SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3554
(Nominated Adviser)
Peter Krens Tennyson Securities Tel: +44 (0)20 7186 9030
(Corporate Broker)
Mark Antelme Celicourt Communications Tel: +44 (0)20 8434 2643
Philip Dennis
(Financial PR Adviser)
Notes to editors
Block Energy plc is an AIM-quoted independent oil and gas production and
development company focused on building a diversified portfolio of high-impact
energy assets.
The Company's core operations are in Georgia, where it holds interests in
seven Production Sharing Contracts covering an area of 4,256 km(2) in the
central part of the country. These include the XIB licence, which has over
2.77TCF of 2C contingent gas resources, with an estimated Net Present Value 10
("NPV") of USD 2.2 billion, in the Patardzueli-Samgori, Rustavi and Teleti
fields. (Source: IER, OPC 2024 & Internal estimates).
The Company is structured around a multi-project approach, progressing assets
across different stages of development, hydrocarbon type, and reservoir
characteristics. This approach is designed to deliver a balanced portfolio of
production growth, field redevelopment, new discoveries and the
commercialisation of substantial gas resources. The goal is to deliver on
multi-TCF gas assets, strategically well located for the key EU market,
supported by partner funding and cash from existing producing assets.
The Company has completed a farm-out of licence XIQ to Aspect Georgia, under
which Aspect may earn up to a 92.5% working interest through the completion of
a staged, fully funded work programme.
In April 2026, the Company signed a Binding Framework Agreement with Zhijiang
Sanning Energy Co. Ltd, one of China's leading chemical producers, in relation
to the farm out of Project III. Project III comprises the Lower Eocene and
Upper Cretaceous gas discoveries across Block's XIB and XIF licences
in central Georgia. The proposed farm-out is expected to support the
appraisal and development of these assets while reducing Block Energy's
capital exposure.
Located near the Georgian capital of Tbilisi, Block Energy is well-positioned
to contribute significantly to the region's energy landscape. This proximity
facilitates seamless operations and underscores our commitment to the economic
and energy development of Georgia.
Glossary
· bbls: barrels. A barrel is 35 imperial gallons.
· Bcf: billion cubic feet.
· boe: barrels of oil equivalent.
· bopd: barrels of oil per day.
· DGH: Directorate General of Hydrocarbons, in particular the Direction
Générale des Affaires Économiques, Juridiques et de Gestion des Données
Pétrolières et Gazières ("DGAEJGDPG").
· Mbbls: thousand barrels.
· MMbbls: million barrels.
· MMboe: million barrels of oil equivalent.
· MMCF/d: millions of cubic feet of gas per day
· TCF: trillion cubic feet.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Broker nor SPARK nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as Nominated Adviser exclusively
for the Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the contents of this
Announcement, nor will it be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed on SPARK by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, SPARK accepts no responsibility whatsoever, and makes
no representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. SPARK 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. The
responsibilities of SPARK as the Company's Nominated Adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
Tennyson, which is authorised and regulated in the United Kingdom by the FCA,
is acting as Broker exclusively for the Company and no one else in connection
with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the contents of this Announcement, nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Tennyson
by FSMA or the regulatory regime established thereunder, Tennyson accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. 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.
The Fundraise Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Fundraise Shares not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Fundraise Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Fundraise Shares; and
the Fundraise Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Fundraise Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia, Japan, New
Zealand or the Republic of South Africa or any other jurisdiction outside the
United Kingdom or to, or for the account or benefit of any national, resident
or citizen of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Fundraise Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Fundraise Shares will be made
pursuant to an exemption under the Regulation (EU) 2017/1129 ("EU Prospectus
Regulation"), or under Part 1 of Schedule 1 of the Public Offers and
Admissions to Trading Regulations 2024 (the "POATR"), as the case may be,
which does not result in any requirement for the publication of a prospectus
or contravene regulation 12 of POATR. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of FSMA, as amended, does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. This Announcement and the terms and conditions set out herein are
for information purposes only and are directed only at persons who are: (a)
persons in member states ("Member States") of the European Economic Area
("EEA") who are qualified investors as defined in article 2(e) of Prospectus
Regulation (EU) 2017/1129; and (b) in the United Kingdom, qualified investors
as defined in paragraph 15 of Schedule 1 to the POATR who are persons who (i)
have professional experience in matters relating to investments falling within
the definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of the Order; or (iii)
are persons to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Broker, SPARK or by any of their affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Fundraise Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Fundraise Shares to AIM (either First Admission or Second
Admission, as the context requires) becoming effective in accordance with Rule
29 of the AIM Rules;
"AIM'' the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange and as amended from time to time;
"Announcement" this announcement (including the Appendices which forms part of this
announcement);
"Articles" the articles of association of the Company as adopted and in force from time
to time;
"Bookbuild" the accelerated bookbuilding to be conducted by the Broker pursuant to the
Placing Agreement and this Announcement;
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday;
"Company" or "Block" Block Energy plc, a company registered in England and Wales with registered
number 05356303;
"Conditional Fundraise" the Placing of Conditional Fundraise Shares which will be issued subject,
inter alia, to the passing of the Fundraise Resolutions to be proposed at the
General Meeting;
"Conditional Fundraise Shares" the Fundraise Shares to be issued pursuant to the Conditional Fundraise;
"Convertible Loan Agreement the convertible loan agreement entered into on 27 April 2026 pursuant to which
the Company will make a convertible loan of up to US$6 million to Pilgrim;
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorized committee thereof;
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly;
"Enlarged Share Capital" the Ordinary Shares which shall be in issue immediately following First
Admission or Second Admission, as the context requires;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"EUWA" the European Union (Withdrawal) Act 2018, as amended;
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area;
"Existing Ordinary Shares" the 1,046,172,039 Ordinary Shares in issue at the date of this Announcement;
"FCA" the Financial Conduct Authority;
"Firm Fundraise" the Placing of Fundraise Shares which will be issued pursuant to existing
authorities;
"Firm Fundraise Shares" the Fundraise Shares to be issued pursuant to the Firm Fundraise;
"First Admission" Admission of the Firm Fundraise Shares to trading on AIM;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"Fundraise" together, the Placing and the Retail Offer;
"Fundraise Resolutions" Resolutions 1 and 3 to be proposed at the General Meeting pursuant to which
the Directors will be given authority to allot the Fundraise Shares free from
pre-emption rights;
"Fundraise Shares" the new Ordinary Shares to be issued pursuant to the Placing and Retail Offer,
the number of which will be announced by the Company on completion of the
Bookbuild and Retail Offer, respectively;
"Gabon Transaction" the investment associated with the offshore Ndjila and Mpari Production
Sharing Contracts in Gabon pursuant to the Convertible Loan Agreement;
"General Meeting" the general meeting of the Company expected to be held on 18 May 2026;
"Intermediaries" any financial intermediary that is appointed in connection with the Retail
Offer after the date of the Placing Agreement and "Intermediary" shall mean
any one of them;
"Issue Price" 1.1 pence per Fundraise Share;
"Loan" the US$6 million loan to be made available to Pilgrim pursuant to the Gabon
Transaction;
"London Stock Exchange" London Stock Exchange plc;
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA;
"Ordinary Shares" ordinary shares of £0.0025 each in the capital of the Company;
"Pilgrim" Pilgrim Exploration Limited, a company registered in England and Wales with
registered number 10281158;
"Pilgrim Subsidiaries" Pilgrim CD2 Limited and Pilgrim CD3 Limited, being wholly-owned subsidiaries
of Pilgrim incorporated in the British Virgin Islands;
"Placee" or "Placees" any Relevant Person(s) (as such term is defined in Appendix II) including
individuals, funds or others, subscribing for and/or purchasing Fundraise
Shares, or on whose behalf a commitment to subscribe for or acquire Fundraise
Shares has been given, pursuant to the Placing;
"Placing" the placing of the new Ordinary Shares at the Issue Price by the Broker on
behalf of the Company pursuant to the Placing Agreement;
"Placing Agreement" the agreement dated 27 April 2026 between the Company and the Broker relating
to the Placing;
"Placing Results" the final number of shares to be issued in the Placing as determined by the
Company and the Broker, at the close of the Bookbuild ;
"POATR" means the Public Offers and Admissions to Trading Regulations 2024
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement;
"PSCs" the Ndjila and Mpari PSCs owned by the Pilgrim Subsidiaries which are located
offshore Gabon in the North Gabon basin;
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
EU Prospectus Regulation); or (b) in respect of persons in the UK, persons who
are qualified investors (as defined in paragraph 15 of Schedule 1 to the
POATR), as the case may be;
"Registrar" Share Registrars Ltd, the Company's registrar;
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information;
"Retail Investors" existing Shareholders of the Company who are resident in the United Kingdom
and who are a customer of an Intermediary who agree conditionally to subscribe
for Retail Offer Shares in the Retail Offer;
"Retail Offer" the proposed conditional offer of Conditional Fundraise Shares to be
subscribed for by Retail Investors via the WRAP Platform at the Issue Price;
up to 13,636,363 Conditional Fundraise Shares to be made available in the
"Retail Offer Shares" Retail Offer;
"Second Admission" Admission of the Conditional Fundraise Shares to trading on AIM;
"Securities Act" the United States Securities Act of 1933, as amended;
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time;
"SPARK" SPARK Advisory Partners Limited, nominated adviser to the Company;
"Tennyson" or "Broker" Shard Capital Partners LLP (trading as Tennyson), broker to the Company, which
is authorised and regulated by the FCA;
"Terms and Conditions" the terms and conditions in respect of the Placing set out in Appendix II of
this Announcement;
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction;
"US Person" has the meaning set out in Regulation S of the Securities Act;
"Winterflood" Winterflood Securities Limited, a company registered in England and Wales with
company number 02242204;
"WRAP Platform" the Winterflood Retail Access Platform being used to facilitate the Retail
Offer;
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom; and
"US$", "US Dollar" are references to the lawful currency of the United States of America.
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY A BROKER,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM,
OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE FUNDRAISE SHARES.
THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS
UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF
THEIR SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Fundraise Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Broker or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Fundraise Shares or possession or distribution of the Terms and
Conditions or any other offering or publicity material relating to such
Fundraise Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession these Terms and Conditions come are
required by the Company and the Broker to inform themselves about and to
observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa, New Zealand or Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the Fundraise Shares
is being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Fundraise Shares have not been, nor will they
be, registered or qualified for distribution, as applicable under or offered
in compliance with the securities laws of any state, province or territory of
the United States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa. Accordingly, the Fundraise Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan, New Zealand, or the Republic of South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be unlawful.
The Fundraise Shares are being offered and sold outside the United States to
non-US persons (as defined in Regulation S under the Securities Act) in
"offshore transactions" within the meaning of Regulation S.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of
the European Union (Withdrawal) Act 2018, as amended, were taken in respect of
the Placing, with the result that certain persons became aware of inside
information, as permitted by UK MAR. That inside information is set out in
this announcement and has been disclosed as soon as possible in accordance
with paragraph 7 of article 17 of UK MAR. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of inside information relating to the Company and its securities.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Fundraise Shares have been subject to a product approval
process, which has determined that the Fundraise Shares are: (i) compatible
with an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Fundraise Shares have been subject to a product approval process, which has
determined that the Fundraise Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Fundraise Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire
Fundraise Shares. Each Placee hereby agrees with the Broker and the Company to
be bound by these terms and conditions as being the terms and conditions upon
which Fundraise Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if any of the Broker confirm to such Placee its
allocation of Fundraise Shares.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation; or (ii) a contract
note or email correspondence, in either case by representatives of the Broker,
each Placee will be deemed to have read and understood these Terms and
Conditions in their entirety, to be participating and acquiring Fundraise
Shares on these Terms and Conditions and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in these
Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) to the Company and the Broker
that:
1. it is a Relevant Person (as defined above) and that it will acquire,
hold, manage or dispose of any Fundraise Shares that are allocated to it for
the purposes of its business;
2. it is acquiring the Fundraise Shares for its own account or is
acquiring the Fundraise Shares 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,
undertakings and agreements contained in these Terms and Conditions;
3. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) and agrees to comply with
the resale and transfer restrictions set out in these Terms and Conditions;
4. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above) it is and, at the time the Fundraise Shares
are acquired, will be outside the United States and is acquiring the Fundraise
Shares in an "offshore transaction" as defined in and in accordance with
Regulation S under the Securities Act; and
5. if it is a financial intermediary, as that term is used in Article
7(4) of the POATR, that any Fundraise Shares 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 circumstances
which may give rise to an offer of securities to the public, to Qualified
Investors, or in circumstances in which the prior consent of the Broker has
been given to each such proposed offer or resale.
The Company and the Broker will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
Upon being notified of its allocation of Fundraise Shares, a Placee shall be
contractually committed to acquire the number of Fundraise Shares allocated to
it at the Issue 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.
Details of the Placing Agreement and the Fundraise Shares
The Broker is acting as agent for and on behalf of the Company in connection
with the Placing and the Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to the
conditions set out therein, undertaken to use their reasonable endeavours to
procure Placees for Fundraise Shares at the Issue Price. The Placing is not
being underwritten by the Broker or any other person.
The number of Fundraise Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Fundraise Shares and allocations are at the
discretion of the Broker, following consultation with the Company. Allocations
will be confirmed orally or by email by the Broker following the close of the
Bookbuild. The Fundraise is being completed in two tranches and each Placee
shall be allocated their pro rata share of the Firm Fundraise Shares and the
Conditional Fundraise Shares accordingly. A further announcement confirming
these details will then be made as soon as practicable following completion of
the Bookbuild.
The Fundraise Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Fundraise Shares.
Subject to Admission, the Fundraise Shares will trade on AIM under the trading
symbol "BLOE" and with ISIN GB00BF3TBT48.
Application for Admission to trading of the Fundraise Shares on AIM
Application will be made for the Fundraise Shares to be admitted to trading on
AIM ("Admission"). Admission of the Firm Fundraise Shares ("First Admission")
is expected on or around 1 May 2026 and Admission of the Conditional Fundraise
Shares ("Second Admission") is expected on or around 19 May 2026 (provided the
Fundraise Resolutions are passed at the General Meeting).
Bookbuild
The Broker will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Issue Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Fundraise Shares.
The Broker and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the
Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Broker.
3. The Broker, if successful, will establish the number of Fundraise
Shares to be issued in the Placing at the Issue Price, which will be
determined by the Broker, in consultation with the Company, following
completion of the Bookbuild. The number of Fundraise Shares will be announced
via the Regulatory Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone to their usual contact at the Broker. Each bid should state
the number of Fundraise Shares which the prospective Placee wishes to
subscribe for or purchase at the Issue Price. Bids may be scaled down by the
Broker on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion
of the Broker and the Company. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Fundraise Shares will be determined by the Broker,
following consultation with the Company. Each Placee's allocation will be
confirmed to Placees, orally or by email, by the Broker following the close of
the Bookbuild and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. Oral or emailed confirmation from the Broker will
give rise to an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of the Broker and the Company, under
which it agrees to acquire by subscription the number of Fundraise Shares
allocated to it at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with the Broker's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close of
the Bookbuild detailing the number of Fundraise Shares to be issued at the
Issue Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at the Broker's discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. The Broker may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Fundraise Shares after
the time of any initial allocation to any person submitting a bid after that
time.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in the Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with the
Broker's consent, will not be capable of variation or revocation from the time
at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Broker or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Fundraise Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Broker under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
14. To the fullest extent permissible by law and the applicable rules of the
FCA, neither the Broker, nor any of their affiliates, agents, directors,
officers or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Broker, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing or of such alternative method of effecting the
Placing as the Broker and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Broker's obligations under the Placing Agreement in respect of the
Fundraise Shares are conditional on, inter alia:
1. the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;
2. the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
3. each of the warranties given by the Company in the Placing Agreement
being true and accurate in all material respects and not misleading on the
date of the Placing Agreement, the date the Placing Results are announced and
at Admission;
4. the issue and allotment of the Fundraise Shares, conditional only
upon Admission;
5. in respect of the Conditional Fundraise only, the passing of the
Fundraise Resolutions at the General Meeting;
6. in respect of the Firm Fundraise, First Admission occurring by no
later than 8.00 a.m. (BST) on 1 May 2026 or such other date and time as may be
agreed between the Company and the Broker, not being later than 8.00 a.m.
(BST) on 31 May 2026;
7. in respect of the Conditional Fundraise, Second Admission occurring
by no later than 8.00 a.m. (BST) on 19 May 2026 or such other date and time as
may be agreed between the Company and the Broker, not being later than 8.00
a.m. (BST) on 31 May 2026; and
8. the Placing Agreement not having been terminated by the Broker in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Broker by the respective time or date where specified (or such later time or
date as the Broker 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 Fundraise
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
The Broker may, at their discretion and upon such terms as it thinks 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 may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia, if before Admission:
1. the Broker becoming aware of any fact, matter or circumstance which
constitutes or might reasonably be expected to constitute a material breach of
the warranties given in the Placing Agreement or which indicates that any of
such warranties has become or might reasonably be expected to become untrue,
inaccurate or misleading in any material respect by reference to the facts and
circumstances then subsisting;
2. the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations (including MAR and the AIM Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not
fulfilled or (if capable of waiver) waived by the Broker or shall have become
incapable of being fulfilled by the respective time(s) and date(s) (if any)
specified in the Placing Agreement; or
4. there shall have been a material adverse change in or affecting the
business, management, financial or trading position or prospects,
shareholders' funds or results of the Company's group (taken as a whole),
whether or not arising in the ordinary course of business, which, in any such
case, in the opinion of the Broker (acting reasonably) would be likely to
prejudice the success of the Placing or which would make it impracticable or
inadvisable to proceed with the Placing.
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 Broker
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Broker and that the Broker need
not make any reference to Placees in this regard and that neither the Broker
nor any of their respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Fundraise Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or
otherwise. No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock Exchange in
relation to the Placing or the Fundraise Shares, and Placees' commitments will
be made solely on the basis of the information contained in the Announcement
(including this Appendix) and the Publicly Available Information. Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other than the
Publicly Available Information), representation, warranty, or statement made
by or on behalf of the Company, SPARK or the Broker or any other person and
neither the Broker, SPARK, 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
Broker, SPARK, 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, SPARK nor the
Broker are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Fundraise 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, financial,
business or other 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 Fundraise Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Fundraise Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with the Broker, stating the number of
Fundraise Shares allocated to it at the Issue Price, including how many Firm
Fundraise Shares and Conditional Fundraise Shares have been allocated to them,
the aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Broker in
accordance with the standing CREST settlement instructions which they have in
place.
Settlement of transactions in the Fundraise Shares (ISIN: GB00BF3TBT48)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Broker reserve the right to require settlement for,
and delivery of, the Fundraise Shares (or a portion thereof) to Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Broker may sell any or all of the Fundraise Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
Broker's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Broker 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 Fundraise Shares on such Placee's behalf. By communicating a bid for
Fundraise Shares, each Placee confers on the Broker such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Broker lawfully take in pursuance of such sale. Legal
and/or beneficial title in and to any Fundraise Shares shall not pass to the
relevant Placee until it has fully complied with its obligations hereunder.
If Fundraise Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Fundraise 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 Fundraise 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 Broker 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 Fundraise 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
Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for or purchase of
Fundraise Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under the
Placing Agreement shall be within the absolute discretion of the Broker and
the Broker 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 Broker or
the Company, or any of their respective officers, directors, employees agents
or advisers, under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker 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 Fundraise Shares other than as contained in
this Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Fundraise Shares. Each Placee agrees that neither the Company, the Broker
nor any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Fundraise Shares acquired by it as a
financial intermediary, as that term is used in Article 7(4) of the POATR and
Article 5(1) of the EU Prospectus Regulation, (i) the Fundraise Shares
acquired by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, (a) persons in any
Member State of the European Economic Area which has implemented the EU
Prospectus Regulation or (b) persons in the UK in accordance with the POATR,
respectively, other than Qualified Investors or in circumstances in which the
prior consent of the Broker has been given to the offer or resale; or (ii)
where Fundraise Shares have been acquired by it on behalf of persons in any
member state of the EEA, or the UK respectively, other than Qualified
Investors, the offer of those Fundraise Shares to it is not treated under the
EU Prospectus Regulation or the POATR (as the case may be) as having been made
to such persons;
6. that neither it nor, as the case may be, its clients expect the
Broker 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 Broker are not acting for
it or its clients, and that the Broker will not be responsible for providing
the protections afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Fundraise Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Fundraise Shares or
the Company (if any) that the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of the Broker, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Fundraise Shares only in
"offshore transactions" as defined in and pursuant to Regulation S, and (ii)
it is not subscribing for and/or purchasing Fundraise Shares as a result of
any "directed selling efforts" as defined in Regulation S or by means of any
form of "general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Fundraise Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Fundraise Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Fundraise 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 Fundraise Shares and it has made its own assessment of the
Company, the Fundraise Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or 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 Fundraise Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was not
acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Fundraise Shares was given and it is not
acquiring Fundraise Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Fundraise Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Fundraise Shares except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Australia, Canada, New Zealand, the
Republic of South Africa or Japan and that it will not (unless an exemption
under the relevant securities laws is applicable) offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Fundraise Shares in
Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Australia, Canada, New Zealand, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no prospectus has been
or will be lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New Zealand, the
Japanese Ministry of Finance or the South African Reserve Bank and that the
Fundraise Shares are not being offered for sale and may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, New Zealand, the Republic of South Africa, Japan or any
other jurisdiction in which such offer, sale, resale or delivery would be
unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Fundraise Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Fundraise Shares to any
persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Fundraise 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 Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Fundraise Shares
and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Fundraise Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Fundraise Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Fundraise Shares that are allocated to it for the purposes of
its business;
20. that, unless otherwise agreed by a Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by a Broker, 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 Fundraise Shares for
investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Fundraise Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Broker's (or its nominee's) money in
accordance with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a general
creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Articles (which incorporate the requirements of Chapter 5
of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all
or any of the Fundraise Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker 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 Fundraise Shares;
28. that the Announcement does not constitute a securities recommendation or
financial product advice and that neither the Broker nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Fundraise Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker 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 Broker 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 Broker and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Broker for itself
and on behalf of the Company and will survive completion of the Placing and
Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or the Broker to provide any legal,
financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Broker shall notify it of such
amendments;
34. that (i) it has complied with its obligations under the Criminal Justice
Act 1993 and MAR, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Broker such evidence, if any, as to the identity or location
or legal status of any person which the Broker 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 Broker on the basis that any failure by it to do so
may result in the number of Fundraise 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 Broker may decide in their absolute
discretion;
35. that it will not make any offer to the public within the meaning of the
POATR (as the case may be) of those Fundraise Shares to be subscribed for
and/or purchased by it;
36. that it will not distribute any document relating to the Fundraise
Shares and it will be acquiring the Fundraise 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 Fundraise Shares; save that if
it is a private client stockbroker or fund manager it confirms that in
purchasing the Fundraise 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
Fundraise Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Fundraise
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Broker in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that the Broker or their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the
Fundraise Shares;
41. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Fundraise Shares; and
42. 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 Broker 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 Broker for themselves
and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Broker.
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
Fundraise Shares in question. Such agreement assumes that the Fundraise Shares
are not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Fundraise Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other subsequent dealing in the Fundraise Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company or the Broker 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 Fundraise 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 Broker in the event
that any of the Company and/or the Broker 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 Broker 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 Fundraise Shares or the agreement by
them to subscribe for or purchase any Fundraise Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Broker shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Broker, SPARK 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Block Energy
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